RALI Series 2006-QA8 Trust
EX 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>qa8ssfinal.txt
<DESCRIPTION>EX 10.1
<TEXT>

                                                                  EXECUTION COPY


                        RESIDENTIAL ACCREDIT LOANS, INC.,

                                    Company,

                        RESIDENTIAL FUNDING CORPORATION,

                                Master Servicer,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

                                     Trustee

                               SERIES SUPPLEMENT,

                         Dated as of September 1, 2006,

                                       TO

                                STANDARD TERMS OF
                         POOLING AND SERVICING AGREEMENT
                            dated as of March 1, 2006

                 Mortgage Asset-Backed Pass-Through Certificates

                                 SERIES 2006-QA8


<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


<S>                         <C>                                                            <C>
                                                                                          PAGE
ARTICLE I         DEFINITIONS...............................................................8

        Section 1.01.     Definitions.......................................................8

        Section 1.02.     Determination of LIBOR...........................................45

        Section 1.03.     Use of Words and Phrases.........................................46

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........48

        Section 2.01.     Conveyance of Mortgage Loans.....................................48

        Section 2.02.     Acceptance by Trustee............................................54

        Section 2.03.     Representations, Warranties and Covenants of the Master
                          Servicer and the Company.........................................55

        Section 2.04.     Representations and Warranties of Sellers........................60

        Section 2.05.     Execution and Authentication of Certificates/Issuance of
                          Certificates Evidencing Interests in REMICs......................60

        Section 2.06.     Conveyance of Uncertificated REMIC Regular Interests;
                          Acceptance by the Trustee........................................60

        Section 2.07.     Issuance of Certificates Evidencing Interest in REMIC III........61

        Section 2.08.     Purposes and Powers of the Trust.................................61

        Section 2.09.     Agreement Regarding Ability to Disclose..........................61

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................62

        Section 3.01      Master Servicer to Act as Servicer...............................62

        Section 3.02      Subservicing Agreements Between Master Servicer and
                          Subservicers; Enforcement of Subservicers' and Sellers'
                          Obligations......................................................62

        Section 3.03      Successor Subservicers...........................................62

        Section 3.04      Liability of the Master Servicer.................................62

        Section 3.05      No Contractual Relationship Between Subservicer and
                          Trustee or Certificateholders....................................62

        Section 3.06      Assumption or Termination of Subservicing Agreements by
                          Trustee..........................................................62

        Section 3.07      Collection of Certain Mortgage Loan Payments; Deposit to
                          Custodial Account................................................62

        Section 3.08      Subservicing Accounts; Subservicing Accounts.....................64

        Section 3.09      Access to Certain Documentation and Information Regarding the
                          Mortgage Loans...................................................64

        Section 3.10      Permitted Withdrawals from the Custodial Account.................64


                                      -i-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                                          PAGE
        Section 3.11      Maintenance of the Primary Insurance Policies; Collections
                          Thereunder ......................................................64

        Section 3.12      Maintenance of Fire Insurance and Omissions and Fidelity
                          Coverage.........................................................64

        Section 3.13      Enforcement of Due-on-Sale Clauses; Assumption and
                          Modification Agreements; Certain Assignments.....................64

        Section 3.14      Realization Upon Defaulted Mortgage Loans........................64

        Section 3.15      Trustee to Cooperate; Release of Custodial Files.................64

        Section 3.16      Servicing and Other Compensation; Compensating Interest..........66

        Section 3.17      Reports to the Trustee and the Company...........................66

        Section 3.18      Annual Statement as to Compliance................................66

        Section 3.19      Annual Independent Public Accountants' Servicing Report..........66

        Section 3.20      Rights of the Company in Respect of the Master Servicer..........66

        Section 3.21      Administration of Buydown Funds..................................66

        Section 3.22      Advance Facility.................................................66


ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................67

        Section 4.01.     Certificate Account..............................................67

        Section 4.02.     Distributions....................................................67

        Section 4.03.     Statements to Certificateholders; Statements to the Rating
                          Agencies; Exchange Act Reporting.................................73

        Section 4.04.     Distribution of Reports to the Trustee and the Company;
                          Advances by the Master Servicer..................................73

        Section 4.05.     Allocation of Realized Losses....................................74

        Section 4.06.     Reports of Foreclosures and Abandonment of Mortgaged Property....76

        Section 4.07.     Optional Purchase of Defaulted Mortgage Loans....................76

        Section 4.08.     Surety Bond......................................................76

        Section 4.09.     Swap Agreement...................................................76

ARTICLE V         THE CERTIFICATES.........................................................79

        Section 5.01.     The Certificates.................................................79

        Section 5.02.     Registration of Transfer and Exchange of Certificates............79

        Section 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates................84


                                      -ii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                                          PAGE
        Section 5.04.     Persons Deemed Owners............................................84

        Section 5.05.     Appointment of Paying Agent......................................84

        Section 5.06.     U.S.A. Patriot Act Compliance....................................84

ARTICLE VI        THE COMPANY AND THE MASTER SERVICER......................................85

        Section 6.01.     Respective Liabilities of the Company and Master Servicer........85

        Section 6.02.     Merger or Consolidation of the Company or Master Servicer;
                          Assignment of Rights and Delegation of Duties by the Master
                          Servicer.........................................................85

        Section 6.03.     Limitation on Liability of the Company, Master Servicer and
                          Others...........................................................85

        Section 6.04.     Company and Master Servicer Not to Resign........................85

ARTICLE VII       DEFAULT..................................................................86

ARTICLE VIII      CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE...........87

        Section 8.01      Duties of the Trustee and Supplemental Interest Trust Trustee....87

        Section 8.02      Certain Matters Affecting the Trustee and Supplemental
                          Interest Trust Trustee...........................................89

        Section 8.03      Trustee and Supplemental Interest Trust Trustee Not Liable
                          for Certificates or Mortgage Loans...............................90

        Section 8.04      Trustee and Supplemental Interest Trust Trustee May Own
                          Certificates.....................................................91

        Section 8.05      Master Servicer to Pay Trustee's and Supplemental Interest
                          Trust Trustee's Fees and Expenses; Indemnification...............91

        Section 8.06      Eligibility Requirements for Trustee.............................92

        Section 8.07      Resignation and Removal of the Trustee and Supplemental
                          Interest Trust Trustee...........................................92

        Section 8.08      Successor Trustee and Successor Supplemental Interest Trust
                          Trustee .........................................................93

        Section 8.09      Merger or Consolidation of Trustee ..............................94

        Section 8.10      Appointment of Co-Trustee or Separate Trustee....................95

        Section 8.11      Appointment of Custodians........................................95

        Section 8.12      Appointment of Office or Agency .................................95

        Section 8.13      Swap Agreement ..................................................95


                                      -iii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                                          PAGE
ARTICLE IX        TERMINATION..............................................................96

        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....................96

ARTICLE X         REMIC PROVISIONS........................................................101

        Section 10.01.    REMIC Administration............................................101

        Section 10.02.    Master Servicer; REMIC Administrator and Trustee
                          Indemnification.................................................101

        Section 10.03.    Designation of REMICs...........................................101

        Section 10.04.    Distributions on the Uncertificated REMIC Regular Interests.....101

        Section 10.05.    Compliance with Withholding Requirements........................101

ARTICLE XI        MISCELLANEOUS PROVISIONS................................................103

        Section 11.01.    Amendment.......................................................103

        Section 11.02.    Recordation of Agreement; Counterparts..........................103

        Section 11.03.    Limitation on Rights of Certificateholders......................103

        Section 11.04.    Governing Law...................................................103

        Section 11.05.    Notices.........................................................103

        Section 11.06.    Required Notices to Rating Agency and Subservicer...............104

        Section 11.07.    Severability of Provisions......................................104

        Section 11.08.    Supplemental Provisions for Resecuritization....................104

        Section 11.09.    Allocation of Voting Rights.....................................104

        Section 11.10.    No Petition.....................................................105

ARTICLE XII       COMPLIANCE WITH REGULATION AB...........................................106
</TABLE>


                                      -iv-
<PAGE>


                                    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 March 1, 2006

        Exhibit Four:        Swap Agreement

        Exhibit Five:        SB-AM Swap Agreement

        Exhibit Six          Form  of  Certificate  to  be  Given by Certificate
                             Owner

        Exhibit Seven        Form of  Certificate to be  Given by  Euroclear  or
                             Cedel

        Exhibit Eight        Form of  Certificate  to be Given by  Transferee of
                             Beneficial  Interest in a  Regulation  S Book-Entry
                             Certificate

        Exhibit Nine         Form  of  Transfer   Certificate  for  Exchange  or
                             Transfer  from  144A   Book-Entry  Certificate   to
                             Regulation S Book-Entry Certificate

        Exhibit Ten          Form of Initial Purchaser Exchange Instructions

        Exhibit Eleven       Form of Class SB Certificate


                                      -v-
<PAGE>


        This is a Series Supplement,  dated as of September 1, 2006 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of March 1, 2006 and attached as Exhibit Four 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
CORPORATION,  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 Supplemental  Interest Trust Account, the
Swap Agreement and the SB-AM Swap Agreement) subject to this Agreement as a real
estate mortgage  investment conduit (a "REMIC") for federal income tax purposes,
and such  segregated  pool of assets will be  designated as "REMIC I." The Class
R-I Certificates will represent the sole Class of "residual  interests" in REMIC
I for purposes of the REMIC  Provisions (as defined herein) under federal income
tax law. The Class R-I 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)               $11,517,785.370
      I-2-A            Variable(1)               $11,179,591.815
      I-3-A            Variable(1)               $10,851,323.330
      I-4-A            Variable(1)               $10,532,688.735
      I-5-A            Variable(1)               $10,223,405.455

                                       1
<PAGE>

                      UNCERTIFICATED
                          REMIC I          INITIAL UNCERTIFICATED REMIC I
  DESIGNATION        PASS-THROUGH RATE          PRINCIPAL BALANCE
      I-6-A            Variable(1)               $9,923,199.130
      I-7-A            Variable(1)               $9,631,803.500
      I-8-A            Variable(1)               $9,348,960.090
      I-9-A            Variable(1)               $9,074,417.995
     I-10-A            Variable(1)               $8,807,933.705
     I-11-A            Variable(1)               $8,549,270.805
     I-12-A            Variable(1)               $8,298,199.850
     I-13-A            Variable(1)               $8,054,498.100
     I-14-A            Variable(1)               $7,817,949.375
     I-15-A            Variable(1)               $7,588,343.790
     I-16-A            Variable(1)               $7,365,477.665
     I-17-A            Variable(1)               $7,149,153.260
     I-18-A            Variable(1)               $6,939,178.660
     I-19-A            Variable(1)               $6,735,367.540
     I-20-A            Variable(1)               $6,537,539.090
     I-21-A            Variable(1)               $6,345,517.755
     I-22-A            Variable(1)               $6,159,133.165
     I-23-A            Variable(1)               $5,978,219.920
     I-24-A            Variable(1)               $5,802,617.505
     I-25-A            Variable(1)               $5,632,170.070
     I-26-A            Variable(1)               $5,466,726.370
     I-27-A            Variable(1)               $5,306,139.575
     I-28-A            Variable(1)               $5,150,267.185
     I-29-A            Variable(1)               $4,998,970.855
     I-30-A            Variable(1)               $4,852,116.305
     I-31-A            Variable(1)               $4,709,573.205
     I-32-A            Variable(1)               $4,571,215.035
     I-33-A            Variable(1)               $4,436,919.000
     I-34-A            Variable(1)               $4,306,561.590
     I-35-A            Variable(1)               $4,181,443.610
     I-36-A            Variable(1)               $4,058,623.395
     I-37-A            Variable(1)               $3,939,344.880
     I-38-A            Variable(1)               $3,823,569.335
     I-39-A            Variable(1)               $3,711,193.925
     I-40-A            Variable(1)               $3,602,118.870
     I-41-A            Variable(1)               $3,496,247.290
     I-42-A            Variable(1)               $3,393,485.150
     I-43-A            Variable(1)               $3,293,741.190
     I-44-A            Variable(1)               $3,196,926.795
     I-45-A            Variable(1)               $3,102,956.005
     I-46-A            Variable(1)               $3,011,745.315
     I-47-A            Variable(1)               $2,923,213.725
     I-48-A            Variable(1)               $2,837,282.590
     I-49-A            Variable(1)               $2,753,875.550
     I-50-A            Variable(1)               $2,672,918.540
     I-51-A            Variable(1)               $2,594,339.610
     I-52-A            Variable(1)               $2,518,068.965
     I-53-A            Variable(1)               $2,444,038.830
     I-54-A            Variable(1)               $2,372,183.435
     I-55-A            Variable(1)               $2,302,438.930
     I-56-A            Variable(1)               $2,234,743.345
     I-57-A            Variable(1)               $2,169,036.525
     I-58-A            Variable(1)               $2,105,260.080

                                       2
<PAGE>

                      UNCERTIFICATED
                          REMIC I          INITIAL UNCERTIFICATED REMIC I
  DESIGNATION        PASS-THROUGH RATE          PRINCIPAL BALANCE
     I-59-A            Variable(1)               $2,048,471.595
     I-60-A            Variable(1)               $67,370,497.725
      I-1-B            Variable(1)               $11,517,785.370
      I-2-B            Variable(1)               $11,179,591.815
      I-3-B            Variable(1)               $10,851,323.330
      I-4-B            Variable(1)               $10,532,688.735
      I-5-B            Variable(1)               $10,223,405.455
      I-6-B            Variable(1)               $9,923,199.130
      I-7-B            Variable(1)               $9,631,803.500
      I-8-B            Variable(1)               $9,348,960.090
      I-9-B            Variable(1)               $9,074,417.995
     I-10-B            Variable(1)               $8,807,933.705
     I-11-B            Variable(1)               $8,549,270.805
     I-12-B            Variable(1)               $8,298,199.850
     I-13-B            Variable(1)               $8,054,498.100
     I-14-B            Variable(1)               $7,817,949.375
     I-15-B            Variable(1)               $7,588,343.790
     I-16-B            Variable(1)               $7,365,477.665
     I-17-B            Variable(1)               $7,149,153.260
     I-18-B            Variable(1)               $6,939,178.660
     I-19-B            Variable(1)               $6,735,367.540
     I-20-B            Variable(1)               $6,537,539.090
     I-21-B            Variable(1)               $6,345,517.755
     I-22-B            Variable(1)               $6,159,133.165
     I-23-B            Variable(1)               $5,978,219.920
     I-24-B            Variable(1)               $5,802,617.505
     I-25-B            Variable(1)               $5,632,170.070
     I-26-B            Variable(1)               $5,466,726.370
     I-27-B            Variable(1)               $5,306,139.575
     I-28-B            Variable(1)               $5,150,267.185
     I-29-B            Variable(1)               $4,998,970.855
     I-30-B            Variable(1)               $4,852,116.305
     I-31-B            Variable(1)               $4,709,573.205
     I-32-B            Variable(1)               $4,571,215.035
     I-33-B            Variable(1)               $4,436,919.000
     I-34-B            Variable(1)               $4,306,561.590
     I-35-B            Variable(1)               $4,181,443.610
     I-36-B            Variable(1)               $4,058,623.395
     I-37-B            Variable(1)               $3,939,344.880
     I-38-B            Variable(1)               $3,823,569.335
     I-39-B            Variable(1)               $3,711,193.925
     I-40-B            Variable(1)               $3,602,118.870
     I-41-B            Variable(1)               $3,496,247.290
     I-42-B            Variable(1)               $3,393,485.150
     I-43-B            Variable(1)               $3,293,741.190
     I-44-B            Variable(1)               $3,196,926.795
     I-45-B            Variable(1)               $3,102,956.005
     I-46-B            Variable(1)               $3,011,745.315
     I-47-B            Variable(1)               $2,923,213.725
     I-48-B            Variable(1)               $2,837,282.590
     I-49-B            Variable(1)               $2,753,875.550
     I-50-B            Variable(1)               $2,672,918.540
     I-51-B            Variable(1)               $2,594,339.610

                                       3
<PAGE>

                      UNCERTIFICATED
                          REMIC I          INITIAL UNCERTIFICATED REMIC I
  DESIGNATION        PASS-THROUGH RATE          PRINCIPAL BALANCE
     I-52-B            Variable(1)               $2,518,068.965
     I-53-B            Variable(1)               $2,444,038.830
     I-54-B            Variable(1)               $2,372,183.435
     I-55-B            Variable(1)               $2,302,438.930
     I-56-B            Variable(1)               $2,234,743.345
     I-57-B            Variable(1)               $2,169,036.525
     I-58-B            Variable(1)               $2,105,260.080
     I-59-B            Variable(1)               $2,048,471.595
     I-60-B            Variable(1)               $67,370,497.725
       A-I             Variable(1)               $16,255,075.180

_____________________
(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." The Class R-II Certificates will represent the
sole  Class  of  "residual  interests"  in REMIC II for  purposes  of the  REMIC
Provisions  under federal income tax law. The Class R-II  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            INITIAL UNCERTIFICATED
                            REMIC II                     REMIC II
    DESIGNATION         PASS-THROUGH RATE            PRINCIPAL BALANCE
        LT1                Variable(1)             $800,124,146.02
        LT2                Variable(1)                  $29,121.86
        LT3                Variable(1)                  $50,903.65
        LT4                Variable(1)                  $50,903.65
       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.

                                       4
<PAGE>

                                    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. The Class R-III Certificates will represent the sole
Class of "residual  interests" in REMIC III for purposes of the REMIC Provisions
under  federal  income  tax law.  The  Class  R-III  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.

<TABLE>
<CAPTION>

                                             AGGREGATE
                                             INITIAL
                                             CERTIFICATE
                             PASS-THRU       PRINCIPAL                                  MATURITY           MOODY'S        MINIMUM
DESIGNATION     TYPE         RATE            BALANCE             FEATURES                 DATE              /S&P        DENOMINATION
<S>             <C>             <C>              <C>                 <C>                   <C>               <C>             <C>
Class A-1     Regular(1)     Adjustable     $215,014,000.00       Senior             September 25, 2036    Aaa / AAA    $100,000.00
                             Rate(2)(3)                       Adjustable Rate

Class A-2     Regular(1)     Adjustable     $484,943,000.00   Senior/Super Senior    September 25, 2036    Aaa / AAA    $100,000.00
                             Rate(2)(3)                       Adjustable Rate


Class A-3     Regular(1)     Adjustable      $53,883,000.00   Senior/Senior Support  September 25, 2036    Aaa / AAA    $100,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-1     Regular(1)     Adjustable      $12,404,000.00   Mezzanine/             September 25, 2036    Aa1 / AA+    $100,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-2     Regular(1)     Adjustable      $6,402,000.00    Mezzanine/             September 25, 2036    Aa2 / AA     $100,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-3     Regular(1)     Adjustable      $4,001,000.00    Mezzanine/             September 25, 2036    Aa3 / AA-    $100,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-4     Regular(1)     Adjustable      $3,201,000.00    Mezzanine/             September 25, 2036    A1 / A+      $250,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-5     Regular(1)     Adjustable      $2,801,000.00    Mezzanine/             September 25, 2036    A2 / A       $250,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-6     Regular(1)     Adjustable      $2,801,000.00    Mezzanine/             September 25, 2036    A3 / A-      $250,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-7     Regular(1)     Adjustable      $2,801,000.00    Mezzanine/             September 25, 2036    Baa1 / BBB+  $250,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-8     Regular(1)     Adjustable      $2,801,000.00    Mezzanine/             September 25, 2036    Baa2 / BBB   $250,000.00
                             Rate(2)(3)                       Adjustable Rate

Class M-9     Regular(1)     Adjustable      $4,001,000.00    Mezzanine/             September 25, 2036    Baa3 / BBB-  $250,000.00
                             Rate(2)(3)                       Adjustable Rate

SB-IO         Regular(4)     (4)             N/A              Subordinate/Interest   September 25, 2036    N/R           N/A
                                                                 Only

SB-PO         Regular(5)     N/A             $5,202,075.18    Subordinate/Principal  Septembe 25, 2036     N/R           N/A
                                                              Only

IO            Regular        (6)             (7)              Interest Only                                N/R           N/R
</TABLE>


(1) This  Class of  Certificates  represents  ownership  of a REMIC III  Regular
Interest  together  with  certain  rights to  payments  to be made from  amounts
received under the 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 Swap  Agreement  and (ii) the  obligation  to pay the Class IO
Distribution Amount. 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  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 Supplemental Interest Trust Account, all pursuant to and as further provided
in Section 4.09 hereof.


                                       5
<PAGE>


(2) The Class A Certificates and Class M Certificates, will accrue interest at a
per annum rate equal to the lesser of (i) LIBOR plus the  applicable  Margin and
(ii)  the  Net  WAC  Cap  Rate  (but,  with  respect  to any  class  of  Class M
Certificates, not more than 14.00% 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 are entitled
and from amounts received under the 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-1  Certificates and the Class SB-2  Certificates  which in
the aggregate 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-THRU    PRINCIPAL                     MATURITY
DESIGNATION        TYPE       RATE       BALANCE        FEATURES        DATE

Class SB-1(1)    Regular(1)   (1)         N/A         Subordinate      September
                                                                       25, 2036
Class SB-2(1)    Regular(1)   (1)         N/A         Subordinate      September
                                                                        25, 2036

(1) The Class SB-1  Certificates and SB-2  Certificates  will accrue interest as
    described in the  definition of Accrued  Certificate  Interest.  Each of the
    Class  SB-1   Certificates  and  Class  SB-2  Certificates  do  not  have  a
    Certificate Principal Balance.

               REMIC  IV  Regular  Interest  IO will be held as an  asset of the
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 the Swap Agreement
and SB-AM Swap  Agreement  shall be outside  and apart  from their  rights  with
respect to the REMIC IV Regular Interests.

                                       6
<PAGE>

        The Mortgage  Loans have an aggregate  Cut-off  Date  Principal  Balance
equal to $800,255,075.18. 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:

                                       7
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

        Section 1.01.  DEFINITIONS.

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

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

        The  amount of  Accrued  Certificate  Interest  on each Class of 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,  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 M
Certificates for any Distribution  Date shall further be reduced by the interest
portion  of  Realized  Losses  allocated  to any  Class of 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 each class of the Class SB
Certificates,  interest accrued during the preceding  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 each class of 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 Swap Agreement.

                                       8
<PAGE>

        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  required to be made to the Swap Counterparty and Swap Termination
Payments  not due to a Swap  Counterparty  Trigger  Event for such  Distribution
Date.

        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 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,  with
respect to any class of Class M  Certificates,  not more than 14.00% per annum),
over (y) Accrued  Certificate  Interest for such Class  calculated using the Net
WAC Cap Rate, (b) any shortfalls  for such Class  calculated  pursuant to clause
(a) above remaining  unpaid from prior  Distribution  Dates, and (c) 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,   Class  M  and  Class   SB-1
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  2006-QA8"  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

                                       9
<PAGE>

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, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9  Certificates,  in
that order, but only to the extent of Subsequent  Recoveries received during the
preceding calendar month.

        Certificate Policy:  None.

        Class A  Certificate:  Any one of the Class A-1,  Class A-2 or Class A-3
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 Swap Agreement and SB-AM Swap Agreement and
(iii) the right to receive Basis Risk Shortfalls.

        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  Certificate:  The Class A-1  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 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
0.190%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 0.380% 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.

                                       10
<PAGE>

        Class A-2 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
0.180%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 0.360% per
annum.

        Class  A-3  Certificate:  The Class A-3  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-3 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
0.240%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 0.480% per
annum.

        Class A-P Certificates:  None.

        Class B Certificates:  None.

        Class M Certificates: Collectively, the Class M-1, Class M-2, Class M-3,
Class  M-4,   Class  M-5,  Class  M-6,  Class  M-7,  Class  M-8  and  Class  M-9
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 M-5, Class M-6, Class M-7, Class M-8, Class M-9, 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 Swap  Agreement  and
SB-AM Swap Agreement and (iii) the right to receive Basis Risk Shortfalls.

        Class M-1 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, 0.450% 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

                                       11
<PAGE>

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 M-6, Class M-7, Class M-8, Class M-9, 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 Swap Agreement and SB-AM Swap Agreement and
(iii) the right to receive Basis Risk Shortfalls.

        Class M-2 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
0.320%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 0.480% 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 hereto as Exhibit B, senior to the Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, 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 Swap Agreement and SB-AM Swap Agreement and (iii) the
right to receive Basis Risk Shortfalls.

                                       12
<PAGE>

        Class M-3 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
0.340%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 0.510% 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 hereto as Exhibit B, senior to the Class M-5, Class M-6, Class M-7,
Class M-8,  Class  M-9,  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 Swap  Agreement and SB-AM Swap Agreement and (iii) the right
to receive Basis Risk Shortfalls.

        Class M-4 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
0.390%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 0.585% 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

                                       13
<PAGE>

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 M-5 Certificate: Any one of the Class M-5 Certificates executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form annexed hereto as Exhibit B, senior to the Class M-6, Class M-7, Class M-8,
Class  M-9,  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 Swap Agreement and SB-AM Swap Agreement and (iii) the right to receive
Basis Risk Shortfalls.

        Class M-5 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
0.410%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 0.615% per
annum.

        Class  M-5   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,   Class  M-3  Principal
Distribution  Amount and Class M-4 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,  the Class M-2 Principal  Distribution  Amount,
Class M-3 Principal  Distribution  Amount and Class M-4  Principal  Distribution
Amount; and

                                       14
<PAGE>

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

        Class M-6 Certificate: Any one of the Class M-6 Certificates executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form annexed hereto as Exhibit B, senior to the Class M-7, Class M-8, Class M-9,
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 Swap
Agreement  and SB-AM Swap  Agreement  and (iii) the right to receive  Basis Risk
Shortfalls.

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

        Class  M-6   Principal   Distribution   Amount:   With  respect  to  any
Distribution  Date (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,   Class  M-3  Principal
Distribution  Amount,  Class M-4  Principal  Distribution  Amount  and Class M-5
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,  the Class M-2 Principal  Distribution  Amount,
Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount
and Class M-5 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, Class M-3, Class M-4 and
Class M-5  Certificates  (after  taking into  account the payment of the Class A
Principal  Distribution Amount, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal  Distribution  Amount, the Class M-3 Principal  Distribution
Amount, the Class M-4 Principal  Distribution Amount and the Class M-5 Principal
Distribution  Amount  for  that  Distribution  Date)  and  (2)  the  Certificate

                                       15
<PAGE>

Principal  Balance  of the  Class  M-6  Certificates  immediately  prior to that
Distribution  Date over (B) the lesser of (x) the product of (1) the  applicable
Subordination  Percentage and (2) the aggregate Stated Principal  Balance of the
Mortgage  Loans  after  giving  effect  to  distributions  to be  made  on  that
Distribution  Date and (y) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.

        Class M-7 Certificate: Any one of the Class M-7 Certificates executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form annexed  hereto as Exhibit B, senior to the Class M-8,  Class M-9, 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 Swap Agreement
and SB-AM Swap Agreement and (iii) the right to receive Basis Risk Shortfalls.
        Class M-7 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
0.850%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 1.275% per
annum.

        Class  M-7   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,   Class  M-3  Principal
Distribution  Amount,  Class  M-4  Principal   Distribution  Amount,  Class  M-5
Principal  Distribution  Amount and Class M-6 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, Class
M-3 Principal  Distribution  Amount,  Class M-4 Principal  Distribution  Amount,
Class M-5 Principal  Distribution  Amount and Class M-6  Principal  Distribution
Amount; and

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

                                       16
<PAGE>

        Class M-8 Certificate: Any one of the Class M-8 Certificates executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form annexed hereto as Exhibit B, senior to the Class M-9, 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 Swap  Agreement  and
SB-AM Swap Agreement and (iii) the right to receive Basis Risk Shortfalls.

        Class M-8 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
1.050%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 1.575% per
annum.

        Class  M-8   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,   Class  M-3  Principal
Distribution  Amount,  Class  M-4  Principal   Distribution  Amount,  Class  M-5
Principal Distribution Amount, Class M-6 Principal Distribution Amount and Class
M-7  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, Class
M-3 Principal  Distribution  Amount,  Class M-4 Principal  Distribution  Amount,
Class M-5 Principal Distribution Amount, Class M-6 Principal Distribution Amount
and Class M-7 Principal Distribution Amount; and

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

        Class M-9 Certificate: Any one of the Class M-9 Certificates executed by
the Trustee and authenticated by the Certificate Registrar  substantially in the
form annexed hereto as Exhibit B, senior to the 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 Swap Agreement and SB-AM Swap Agreement
and (iii) the right to receive Basis Risk Shortfalls.

                                       17
<PAGE>

        Class M-9 Margin:  With  respect to any  Distribution  Date prior to the
second  Distribution  Date after the first possible  Optional  Termination Date,
1.850%  per  annum,  and  on  any  Distribution  Date  on or  after  the  second
Distribution Date after the first possible Optional Termination Date, 2.775% per
annum.

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

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

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

        Class R Certificate:  Any one of the Class R-I, Class R-II,  Class R-III
or Class R-X Certificates.

        Class R-I Certificate: Any one of the Class R-I 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  an  interest
designated  as a  "residual  interest"  in  REMIC I for  purposes  of the  REMIC
Provisions.

                                       18
<PAGE>

        Class R-II Certificate:  Any one of the Class R-II 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 an interest
designated  as a  "residual  interest"  in REMIC II for  purposes  of the  REMIC
Provisions.

        Class  R-III  Certificate:  Any  one of  the  Class  R-III  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  an interest  designated  as a "residual  interest"  in REMIC III for
purposes of the REMIC Provisions.

        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  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-1  Certificates or Class
SB-2  Certificates  executed by the Trustee and authenticated by the Certificate
Registrar   substantially   in  the  form  annexed  hereto  as  Exhibit  Eleven,
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 to payments under the Swap
Agreement  for purposes of the REMIC  Provisions  and certain  obligations  with
respect to payments of Basis Risk Shortfalls.

        Clearstream:  Clearstream Banking, societe anonyme.

        Closing Date:  September 28, 2006.

        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 Corporation, RALI 2006-QA8.

        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:  $800,255,075.18.

        Cut-off Date:  September 1, 2006.

        Defaulting Party: As defined in the Swap Agreement.

        Definitive Certificate:  Any definitive, fully registered Certificate.

                                       19
<PAGE>

        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 Swap
Agreement.

        Euroclear: Euroclear Bank, S.A./NA, as operator of The Euroclear System.

        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 Swap  Agreement  for that  Distribution  Date  and  deposited  in the
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.

        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.

                                       20
<PAGE>

        Initial Subordinate Class Percentage:  Not applicable.

        Interest Accrual Period:  (i) With respect to the  Distribution  Date in
October  2006,  the period  commencing on the Closing Date and ending on the day
immediately preceding the Distribution Date in October 2006, and with respect to
any Distribution  Date after the  Distribution  Date in October 2006, the period
commencing on the Distribution Date in the month immediately preceding the month
in which  such  Distribution  Date  occurs  and  ending  on the day  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 Margin,  Class M-1 Margin,  Class M-2 Margin,  Class
M-3 Margin,  Class M-4 Margin,  Class M-5  Margin,  Class M-6 Margin,  Class M-7
Margin, Class M-8 Margin or Class M-9 Margin, as applicable.

        Marker  Rate:  With  respect to the Class SB  Certificates  or 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: September 25, 2036, 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.

                                       21
<PAGE>

        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 Note Margin ("NOTE MARGIN");

        (xii) the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");

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

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

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

        (xvi) 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

        (xvii) 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.

                                       22
<PAGE>

        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 Swap  Agreement  by
either the 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  owed  to the  Swap  Counterparty  as of such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage  Loans for 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-1  Certificates  and  the  Class  SB-2   Certificates,   51.29%  and  48.71%,
respectively,  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 the 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.

                                       23
<PAGE>

        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 immediately prior to such date.

        Overcollateralization Floor: An amount equal to the product of 0.35% 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),  (v) and (vi)
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 the Class of Class A Certificates and
any  Distribution  Date,  a per annum rate equal to the lesser of (i) LIBOR plus
the related Margin and (ii) the Net WAC Cap Rate.  With respect to each class of
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)
14.00% 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

                                       24
<PAGE>

        (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:  Any one of the Class
SB Certificates  substantially in the form of Exhibit  Eleven-B hereto,  and, in
both cases, more fully described in Section 5.02(g) hereof.

        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 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;

                                       25
<PAGE>

        (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  Supplemental
Interest Trust Account,  the Swap Agreement and the SB-AM Swap Agreement),  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;

                                       26
<PAGE>

        (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-I  Certificates  in the  following
amounts and priority:

               (a) to REMIC I Regular  Interest A-I and REMIC I Regular Interest
I-1-A through I-60-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; and

               (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 Interests I-1-A through I-60-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
second, to the extent of any  Overcollateralization  Reduction Amount to REMIC I
Regular Interest A-I until the Uncertificated  Principal Balance of such REMIC I
Regular Interest is reduced to zero.

        REMIC I  Interests:  The  REMIC I  Regular  Interests  and the Class R-I
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-60-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.

                                       27
<PAGE>

        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-II Certificates 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

                                       28
<PAGE>

                        (ii)  second,  to  the  Class  R-II  Certificates,   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:

<TABLE>
<CAPTION>

 DISTRIBUTION
     DATE       REMIC I REGULAR INTEREST                          RATE
     <S>                <C>                                        <C>
      1         I-1-A through I-60-A       2 multiplied by Swap LIBOR, subject to a maximum
                                           rate of Uncertificated REMIC I Pass-Through Rate
      2         I-2-A through I-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-A      2 multiplied by Swap LIBOR, subject to a maximum
                                           rate of Uncertificated REMIC I Pass-Through Rate

                                       29
<PAGE>

                I-1-A through I-11-A       Uncertificated REMIC I Pass-Through Rate
      13        I-13-A through I-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-A      2 multiplied by Swap LIBOR, subject to a maximum
                                           rate of Uncertificated REMIC I Pass-Through Rate

                                       30
<PAGE>

                I-1-A through I-31-A       Uncertificated REMIC I Pass-Through Rate
      33        I-33-A through I-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-A      2 multiplied by Swap LIBOR, subject to a maximum
                                           rate of Uncertificated REMIC I Pass-Through Rate

                                       31
<PAGE>

                I-1-A through I-50-A       Uncertificated REMIC I Pass-Through Rate
      52        I-52-A through I-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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        1-60-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

  Thereafter    I-1-A through I-60-A       Uncertificated REMIC I Pass-Through Rate
</TABLE>

        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).

                                       32
<PAGE>

        (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.

                                       33
<PAGE>

Then,   based on the foregoing  definitions:

        (DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;

        (DELTA)Y2 = ((alpha)/2){((gamma)0R1 - (gamma)1R0)/R0R1};

        (DELTA)Y3 = ((alpha)(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  = (alpha){(gamma)1R0P0  -  (gamma)0R1P1}/{(gamma)1R0};

        (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 = (alpha){(gamma)0R1P1 - (gamma)1R0P0}/{2R1R0P1 - (gamma)1R0};

        (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.

                                       34
<PAGE>

        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.

                                       35
<PAGE>

        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- III Certificates 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 (i) 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
(ii) but remaining unpaid from any prior Distribution Date, sequentially, to the
Class  M-1   Certificateholders,   Class  M-2   Certificateholders,   Class  M-3
Certificateholders,  Class M-4 Certificateholders, Class M-5 Certificateholders,
Class  M-6   Certificateholders,   Class  M-7   Certificateholders,   Class  M-8
Certificateholders and Class M-9  Certificateholders,  in that order, being paid
from and in reduction of the 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,  the Class  A-Principal  Distribution  Amount shall be
    distributed    to   the    Class   A-1    Certificateholders,    Class   A-2
    Certificateholders and Class A-3 Certificateholders,  on a pro rata basis in
    accordance with their respective  Certificate  Principal  Balances,  in each
    case until the  Certificate  Principal  Balance  thereof has been 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;

                                       36
<PAGE>

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

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

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

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

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

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

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

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

                                       37
<PAGE>

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

        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 to  receive  the  payment  of Basis Risk
Shortfalls  and other amounts  pursuant to the Swap Agreement and the SB-AM Swap
Agreement.

        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  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.

                                       38
<PAGE>

        Required  Overcollateralization Amount: With respect to any Distribution
Date (i) prior to the Stepdown  Date,  an amount equal to 0.65% 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)  1.30%  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:  Any  one  of the  Class  SB-1
Certificates  substantially in the form of Exhibit Eleven-A hereto, and, in both
cases, more fully described in Section 5.02(g) hereof.

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

        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.

                                       39
<PAGE>

        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.

        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  October  2009 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 11.60%.

                                       40
<PAGE>

        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                 88.40%
         M-1                91.50%
         M-2                93.10%
         M-3                94.10%
         M-4                94.90%
         M-5                95.60%
         M-6                96.30%
         M-7                97.00%
         M-8                97.70%
         M-9                98.70%

        Supplemental  Interest Trust Account: The separate trust account created
and    maintained    by   the    Trustee    pursuant    to   Section    4.09(a).

        Supplemental  Interest Trust: The separate trust created and maintain by
the Supplemental Interest Trust Trustee pursuant to Section 4.09(a). The primary
activities of the Supplemental Interest Trust created pursuant to this Agreement
shall be:

               (i) holding the Swap Agreement;

               (ii) receiving collections or making payments with respect to the
        Swap Agreement; 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 national banking association,  not in its individual capacity,  but
solely in its capacity as trustee of the  Supplemental  Interest Trust,  and any
successor thereto, and any corporation or national banking association resulting
from or surviving any  consolidation or merger to which it or its successors may
be a party and any  successor  trustee  as may from time to time be  serving  as
successor trustee hereunder.

        Swap  Agreement:  The  interest  rate swap  agreement  between  the 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 4.

                                       41
<PAGE>

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

        Swap Counterparty: The swap counterparty under the 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 Swap Agreement,  and any successor in interest or assign.  Initially, the
Swap Counterparty shall be Bear Stearns Financial Products Inc.

        Swap Counterparty  Trigger Event: With respect to any Distribution Date,
(i) an Event of Default under the Swap  Agreement with respect to which the Swap
Counterparty  is a Defaulting  Party,  (ii) a  Termination  Event under the Swap
Agreement  with  respect  to which the Swap  Counterparty  is the sole  Affected
Party,  or (iii) an additional  termination  event under the Swap Agreement with
respect to which the Swap Counterparty is the sole Affected Party.

        Swap LIBOR:  LIBOR as determined pursuant to the Swap Agreement.

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

        Temporary Regulation S Global Offered Certificate:  Any one of the Class
SB-1 Certificates substantially in the form of Exhibit Eleven -C hereto, and, in
both cases, more fully described in Section 5.02(g) hereof.

        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       October  2008 to September  2009:  0.20% with respect to October
                2009, plus an additional  1/12th of 0.30% for each month through
                September 2010.

        o       October  2009 to September  2010:  0.50% with respect to October
                2009, plus an additional  1/12th of 0.40% for each month through
                September 2010.

        o       October  2010 to September  2011:  0.90% with respect to October
                2010, plus an additional  1/12th of 0.35% for each month through
                September 2011.

        o       October  2011 to September  2012:  1.25% with respect to October
                2011, plus an additional  1/12th of 0.25% for each month through
                September 2012.

        o       October 2012 and thereafter: 1.50%.

                                       42
<PAGE>

        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-60-A
                   2                                 I-2-A through I-60-A
                   3                                 I-3-A through I-60-A
                   4                                 I-4-A through I-60-A
                   5                                 I-5-A through I-60A
                   6                                 I-6-A through I-60-A
                   7                                 I-7-A through I-60-A
                   8                                 I-8-A through I-60-A
                   9                                 I-9-A through I-60-A
                   10                               I-10-A through I-60-A
                   11                               I-11-A through I-60-A
                   12                               I-12-A through I-60-A
                   13                               I-13-A through I-60-A
                   14                               I-14-A through I-60-A
                   15                               I-15-A through I-60-A
                   16                               I-16-A through I-60-A
                   17                               I-17-A through I-60-A
                   18                               I-18-A through I-60-A

                                       43
<PAGE>

             DISTRIBUTION
                  DATE                            REMIC I REGULAR INTERESTS
                   19                               I-19-A through I-60-A
                   20                               I-20-A through I-60-A
                   21                               I-21-A through I-60-A
                   22                               I-22-A through I-60-A
                   23                               I-23-A through I-60-A
                   24                               I-24-A through I-60-A
                   25                               I-25-A through I-60-A
                   26                               I-26-A through I-60-A
                   27                               I-27-A through I-60-A
                   28                               I-28-A through I-60-A
                   29                               I-29-A through I-60-A
                   30                               I-30-A through I-60-A
                   31                               I-31-A through I-60-A
                   32                               I-32-A through I-60-A
                   33                               I-33-A through I-60-A
                   34                               I-34-A through I-60-A
                   35                               I-35-A through I-60-A
                   36                               I-36-A through I-60-A
                   37                               I-37-A through I-60-A
                   38                               I-38-A through I-60-A
                   39                               I-39-A through I-60-A
                   40                               I-40-A through I-60-A
                   41                               I-41-A through I-60-A
                   42                               I-42-A through I-60-A
                   43                               I-43-A through I-60-A
                   44                               I-44-A through I-60-A
                   45                               I-45-A through I-60-A
                   46                               I-46-A through I-60-A
                   47                               I-47-A through I-60-A
                   48                               I-48-A through I-60-A
                   49                               I-49-A through I-60-A
                   50                               I-50-A through I-60-A
                   51                               I-51-A through I-60-A
                   52                               I-52-A through I-60-A
                   53                               I-53-A through I-60-A
                   54                               I-54-A through I-60-A
                   55                               I-55-A through I-60-A
                   56                               I-56-A through I-60-A
                   57                               I-57-A through I-60-A
                   58                               I-58-A through I-60-A
                   59                               I-59-A through I-60-A
                   60                                       I-60-A
               thereafter                                   $0.00

                                       44
<PAGE>

        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  10.60%.  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) 10.60% 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:  Residential Funding Securities, 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 Dow Jones  Telerate  Screen  Page 3750 as of 11:00  a.m.,  London
time, on such LIBOR Rate Adjustment  Date. "Dow Jones Telerate Screen Page 3750"

                                       45
<PAGE>

means the display designated as page 3750 on the Telerate Service (or such other
page as may replace  page 3750 on that  service  for the  purpose of  displaying
London interbank  offered rates of major banks). If such rate does not appear on
such page (or such other page as may replace  that page on that  service,  or if
such service is no longer offered,  LIBOR shall be so established by use of such
other service for displaying LIBOR or comparable rates as may be selected by the
Trustee  after  consultation  with the  Master  Servicer),  the rate will be the
Reference Bank Rate.  The "Reference  Bank Rate" will be determined on the basis
of the rates at which  deposits in U.S.  Dollars  are  offered by the  reference
banks (which shall be any three major banks that are engaged in  transactions in
the London interbank market, selected by the Trustee after consultation with the
Master  Servicer) as of 11:00 a.m.,  London time,  on the LIBOR Rate  Adjustment
Date to prime banks in the London  interbank market for a period of one month in
amounts  approximately equal to the aggregate  Certificate  Principal Balance of
the LIBOR Certificates then outstanding.  The Trustee 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.

        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.

                                       46
<PAGE>

        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  profit  payments and  acquisition
payments, respectively.

                                       47
<PAGE>

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

        Section 2.01.  CONVEYANCE OF MORTGAGE LOANS.

        (a) (See Section 2.01(a) of the Standard Terms).

        (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),  and (5) with
respect to each  Cooperative  Loan and Sharia  Mortgage  Loan,  the documents or
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;

                                       48
<PAGE>

               (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:

               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;

               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 any such  intervening
        assignments;

               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;

               The  original  recognition  agreement by the  Cooperative  of the
        interests of the mortgagee with respect to the related  Cooperative Loan
        or a copy thereof;

               The Security Agreement or a copy thereof;

               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;

               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;

               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;

                                       49
<PAGE>

               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

               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; and

        (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 2.01(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

                                       50
<PAGE>

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 2.01(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

                                       51
<PAGE>

Assignment, or 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) (See Section 2.01(e) of the Standard Terms).

        (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,

                                       52
<PAGE>

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.

                                       53
<PAGE>

        (g) The Master  Servicer hereby  acknowledges  the receipt by it of each
Initial  Monthly  Payment  Fund.  The Master  Servicer  shall hold each  Initial
Monthly  Payment  Fund in the  Custodial  Account and shall  include the related
Initial Monthly Payment Fund in the Available  Distribution  Amount for the each
Loan Group for the initial Distribution Date. Notwithstanding anything herein to
the  contrary,  neither  Initial  Monthly  Payment Fund shall be an asset of any
REMIC.  To the extent that either  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 such 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) (See Section 2.01(h) of the Standard Terms).

        Section 2.02.  ACCEPTANCE BY TRUSTEE.

               The Trustee  acknowledges  receipt (or,  with respect to Mortgage
Loans  subject to a  Custodial  Agreement,  and based  solely  upon a receipt or
certification executed by the Custodian,  receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i)  above  (except  that for  purposes of such  acknowledgement  only, a
Mortgage  Note may be endorsed in blank) and declares that it, or a 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

                                       54
<PAGE>

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
owner's 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:

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

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

                                       55
<PAGE>

                (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

                                       56
<PAGE>

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) 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):

                (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;

                                       57
<PAGE>

                (vi) No more than 0.6% of the Mortgage Loans by aggregate Stated
        Principal  Balance  as of the  Cut-off  Date are  secured  by  Mortgaged
        Properties  located in any one zip code area in Nevada, and no more than
        0.4% of the Mortgage Loans by aggregate Stated  Principal  Balance as of
        the Cut-off Date are secured by Mortgaged  Properties located in any one
        zip code area outside Nevada;

                (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  63.12%  of the  Mortgage  Loans by  aggregate
        Stated Principal Balance as of the Cut-off Date were underwritten  under
        a  reduced  loan  documentation  program,  no more  than  12.82%  of the
        Mortgage Loans by aggregate Stated  Principal  Balance as of the Cut-off
        Date were  underwritten  under a no-stated  income program,  and no more
        than 4.78% of the Mortgage Loans by aggregate Stated  Principal  Balance
        as of the Cut-off  Date were  underwritten  under a no  income/no  asset
        program;

                (x) Except with  respect to no more than 11.96% of the  Mortgage
        Loans by aggregate Stated Principal  Balance as of the Cut-off Date, 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);

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<PAGE>

                (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) No Mortgage Loan is a Cooperative Loan;

                (xv) 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;

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

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

                (xviii)  Approximately  0.1% of the Mortgage  Loans by aggregate
        Stated  Principal  Balance  as of the  Cut-off  Date  have  been made to
        International Borrowers;

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

                (xx) 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

                                       59
<PAGE>

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-I  Certificates  in
authorized  denominations  which,  together with the REMIC I Regular  Interests,
evidence the beneficial  interest in REMIC I, and the Class R-II Certificates in
authorized  denominations  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-I and Class R-II Certificates, and with respect to REMIC
III Regular Interests SB-IO,  SB-PO and IO, the Class R-III  Certificates).  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-I and Class R-II  Certificates,  and with  respect to REMIC III
Regular Interests SB-IO, SB-PO and IO, the Class R-III Certificates). The rights
of the Holders of each Class of Certificates (other than the Class R-I and Class
R-II  Certificates) 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.

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<PAGE>

        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,   Class  R-I  and  Class  R-II   Certificates)   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  Regulation  ss.
1.6011-4(c).

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<PAGE>

                                  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) 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);

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<PAGE>

               (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;

               (viii) Any amounts  received by the Master Servicer in respect of
        Pledged Assets; and

               (ix) Any amounts  received by the Master  Servicer in  connection
        with any Prepayment Charges on the Prepayment Charge Loans.

        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 payments or collections in
the  nature  of late  payment  charges  or  assumption  fees may but need not be
deposited  by the Master  Servicer in the  Custodial  Account.  In the event any
amount not required to be deposited in the  Custodial  Account is so  deposited,
the Master  Servicer  may at any time  withdraw  such amount from the  Custodial
Account, any provision herein to the contrary notwithstanding.  Amounts received
by the Master Servicer in connection  with Prepayment  Charges on the Prepayment
Charge Loans shall be remitted by the Master Servicer on the Certificate Account
Deposit  Date to the Trustee and shall be  deposited  by the  Trustee,  upon the
receipt thereof and written direction with respect thereto, into the Certificate
Account.  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.

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<PAGE>

        (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  hereunder (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

                                       64
<PAGE>

        (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

                                       65
<PAGE>

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) (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  shall be  deposited  into  the  Certificate
        Account  and shall be paid on each  Distribution  Date to the holders of
        the Class SB-1  Certificates  and Class SB-2  Certificates on a pro rata
        basis in accordance with the respective  Certificate  Principal Balances
        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)

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<PAGE>

                                   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  Swap
Counterparty under the 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.

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                      (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
     Swap Counterparty.  On each Distribution Date, the amount, if any, received
     by the Trustee from the Swap  Counterparty in respect of the 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 shall be deemed to
     have been paid by the Class SB Certificateholder pursuant to the SB-AM 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 and the  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;

                             (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;

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<PAGE>

                             (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;

                             (F) sixth,  to the Class M-5  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;

                             (G) seventh, to the Class M-6 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;

                             (H) eighth, to the Class M-7 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;

                             (I) ninth,  to the Class M-8  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; and

                             (J) tenth,  to the Class M-9  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;

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<PAGE>

                (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, Class M-4, Class M-5, Class M-6, Class
        M-7, Class M-8 and Class M-9 Certificateholders, in that order;

                (vi) to pay 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, Class M-4, Class
        M-5, Class M-6,  Class M-7, Class M-8 and Class M-9  Certificateholders,
        in that order, the principal  portion of any Realized Losses  previously
        allocated to such Class and remaining unreimbursed;

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<PAGE>

                (viii) to the Supplemental Interest Trust Account for payment to
        the Swap  Counterparty,  any  Swap  Termination  Payments  due to a Swap
        Counterparty Trigger Event;

                (ix) to the  Class  SB  Certificates,  on a pro  rata  basis  in
        accordance with the Notional  Amounts 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 Swap
        Counterparty,  if any,  the amount of such Net Swap  Payments  remaining
        after the foregoing distributions; and

                (x) to the Class R-III Certificateholders,  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) 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,  the Class A Principal  Distribution  Amount shall be
        distributed  to  the  Class  A  Certificates  on a  pro  rata  basis  in
        accordance with their respective  Certificate Principal Balances,  until
        the Certificate Principal Balances thereof have been reduced to zero;

                (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;

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<PAGE>

                (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;

                (vi) sixth, the Class M-5 Principal Distribution Amount shall be
        distributed  to  the  Class  M-5  Certificates   until  the  Certificate
        Principal Balance thereof has been reduced to zero;

                (vii) seventh, the Class M-6 Principal Distribution Amount shall
        be  distributed  to the Class  M-6  Certificates  until the  Certificate
        Principal Balance thereof has been reduced to zero;

                (viii) eighth, the Class M-7 Principal Distribution Amount shall
        be  distributed  to the Class  M-7  Certificates  until the  Certificate
        Principal Balance thereof has been reduced to zero;

                (ix) ninth, the Class M-8 Principal Distribution Amount shall be
        distributed  to  the  Class  M-8  Certificates   until  the  Certificate
        Principal Balance thereof has been reduced to zero; and

                (x) tenth, the Class M-9 Principal  Distribution Amount shall be
        distributed  to  the  Class  M-9  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,

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<PAGE>

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) 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;  and provided,  further,  that the Monthly Payment for purposes of this
Section 4.04 shall mean the minimum monthly payment due under the Mortgage Note,
net of the  Servicing  Fee and  Subservicing  Fee, (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

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<PAGE>

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.

        (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-9  Certificates,  until the Certificate  Principal
Balance thereof has been reduced to zero;

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<PAGE>

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

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

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

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

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

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

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

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

        twelfth,  to the Class A  Certificates  on a pro rata  basis,  until the
Certificate  Principal  Balances  thereof have been  reduced to zero;  provided,
however, that such losses otherwise allocable to the Class A-2 Certificates will
be  allocated  to the Class A-3  Certificates  until the  Certificate  Principal
Balance of the Class A-3 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 the 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 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

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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-1  Certificates  and
SB-2  Certificates,  on a pro rata  basis  in  accordance  with  the  respective
Notional Amounts 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.   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,  the  Supplemental  Interest  Trust Account and (ii) for the
benefit of the  Certificateholders,  cause the  Supplemental  Interest  Trust to
enter into the Swap Agreement.

        (b)  The  Supplemental  Interest  Trust  Trustee  shall  deposit  in the
Supplemental  Interest  Trust Account all payments that are payable to the Trust
Fund under the 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 to the Swap  Counterparty
pursuant to the Swap Agreement shall be excluded from the Available Distribution
Amount  and paid to the 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  Supplemental  Interest  Trust
Account for payment to the Swap Counterparty, first to make any Net Swap Payment
owed  to  the  Swap  Counterparty  pursuant  to  the  Swap  Agreement  for  such

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Distribution Date, and second to make any Swap Termination Payment (not due to a
Swap Counterparty  Trigger Event) owed to the Swap Counterparty  pursuant to the
Swap Agreement for such Distribution Date. For federal income tax purposes, such
amounts paid to the  Supplemental  Interest  Trust Account on each  Distribution
Date shall first be deemed paid to the  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 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 Swap  Counterparty
pursuant to the 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  Swap   Counterparty  to  the
Supplemental  Interest Trust Trustee on behalf of the Trust Fund pursuant to the
Swap  Agreement  shall be deposited by the  Supplemental  Interest Trust Trustee
into the 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 Swap
Agreement  and to enforce  the terms and  provisions  thereof  against  the 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  Supplemental  Interest  Trust  Account  shall  be an  Eligible
Account.  Amounts held in the  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 Supplemental  Interest Trust Account pursuant to
this Section  4.09.  The  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 Supplemental Interest Trust Account. The Supplemental
Interest Trust Trustee shall keep records that  accurately  reflect the funds on
deposit in the Supplemental  Interest Trust Account.  The Supplemental  Interest
Trust Trustee shall,  at the written  direction of the Master  Servicer,  invest
amounts on deposit  in the  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 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 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

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Swap  Agreement,  the holders of the Class SB  Certificates  shall be treated as
having  agreed to pay the related  Basis Risk  Shortfalls  to the holders of the
Certificates  (other than the Class SB and Class R  Certificates)  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
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 swap
counterparty.  To the  extent  that  the  Supplemental  Interest  Trust  Trustee
receives a Swap Termination Payment from the Swap Counterparty, the Supplemental
Interest  Trust Trustee shall apply such Swap  Termination  Payment to appoint a
successor  swap  counterparty.  In the  event  that the  trust  receives  a Swap
Termination  Payment from the Swap Counterparty and a replacement 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  Trust  by  the  original  Swap  Counterparty  calculated  in
accordance  with the terms of the  original  Swap  Agreement,  and deposit  such
amount into the  Supplemental  Interest Trust Account for  distribution  on such
Distribution  Date pursuant to Section 4.02(c).  To the extent that the Trust is
required to pay a Swap Termination Payment to the Swap Counterparty, any upfront
payment  received from the  counterparty to a replacement 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.

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                                    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  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-2  Certificate  from the  Company  or an  Affiliate  of the  Company to
Deutsche Bank Trust Company Americas,  as NIM Trustee, or (ii) a transfer of the
Class SB-2  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 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,  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 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

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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. Any  transferee of an interest in a Rule 144A Global  Offered  Certificate
from a holder of an interest in a Rule 144A Global Offered  Certificate  will be
deemed to have  represented and warranted as to the matters set forth in Exhibit
I attached to the Standard Terms. 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 or Class R Certificate presented for
registration in the name of any Person,  either (A) the Trustee shall require an
Opinion of Counsel  acceptable to and in form and substance  satisfactory to the
Trustee,  the Company and the Master Servicer to the effect that the purchase or
holding of such Class SB 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 (with  respect to any Class R  Certificate),  which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem  desirable or necessary in order to establish  that such
Transferee or the Person in whose name such registration is requested 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 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  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 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) such Transferee is a Complying Insurance Company.

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        (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.

        (iv) Each Holder of a Certificate or any interest therein acquired as of
any date prior to the  termination of the Swap Agreement that is a Plan Investor
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.

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

        (g) Provisions Regarding Rule 144A and Regulation S Transfers. (i) Class
SB-1 Certificates sold to "qualified  institutional buyers" as defined in and in
reliance  on Rule 144A  under the 1933 Act shall be  represented  by one or more
Rule 144A Global Offered Certificates.  Class SB-1 Certificates sold in offshore
transactions  in  reliance on  Regulation  S under the  Securities  Act shall be
represented initially by Temporary Regulation S Global Offered Certificates.

        (ii) The Temporary  Regulation S Global  Offered  Certificates  shall be
exchanged  on the later of (a) 40 days after the later of the  Closing  Date (b)
the date on which the  requisite  certifications  are due to and provided to the
Trustee (the later of clauses (a) and (b), the  "Exchange  Date") for  Permanent
Regulation  S  Global   Offered   Certificates.   Regulation  S  Global  Offered
Certificates shall be issued in registered form, without coupons,  and deposited
upon  the  order  of the  Transferor  with  the  Trustee  as  custodian  for and
registered in the name of a nominee of the  Depository for credit to the account
of the depositaries for Euroclear and Clearstream.

        (iii) A Certificate Owner holding an interest in a Temporary  Regulation
S Global Offered Certificate may receive payments in respect of the Certificates
on the  Temporary  Regulation  S  Global  Offered  Certificate  only  after  the
delivery,  to  Euroclear  or  Clearstream,  as the  case  may be,  of a  written
certification  substantially  in the form set  forth in  Exhibit  Six,  and upon
delivery by  Euroclear  or  Clearstream,  as the case may be, to the Trustee and
Certificate Registrar of a certification or certifications  substantially in the

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form set  forth in  Exhibit  Seven  (the  "Clearing  System  Certificate").  The
delivery by a  Certificate  Owner of the  certification  referred to above shall
constitute its irrevocable instruction to Euroclear or Clearstream,  as the case
may be, to arrange for the exchange of the Certificate  Owner's  interest in the
Temporary  Regulation S Global Offered  Certificate for a beneficial interest in
the Permanent Regulation S Global Offered Certificate after the Exchange Date in
accordance with paragraph (iv) below.

        (iv) After (i) the  Exchange  Date and (ii)  receipt by the  Certificate
Registrar of written instructions from Euroclear or Clearstream, as the case may
be,  directing  the  Certificate  Registrar to credit or cause to be credited to
either Euroclear's or Clearstream's,  as the case may be, Depository's account a
beneficial interest in the Permanent  Regulation S Global Offered Certificate in
a  principal  amount not  greater  than that of the  beneficial  interest in the
Temporary  Regulation S Global Offered  Certificate,  the Certificate  Registrar
shall  instruct the  Depository to reduce the principal  amount of the Temporary
Regulation S Global Offered Certificate and increase the principal amount of the
Permanent  Regulation S Global Offered  Certificate,  by the principal amount of
the beneficial interest in the Temporary Regulation S Global Offered Certificate
to be so  transferred,  and to credit or cause to be  credited to the account of
Euroclear, Clearstream or a Person who has an account with the Depository as the
case may be, a beneficial interest in the Permanent  Regulation S Global Offered
Certificate having a Certificate Principal Balance of the Temporary Regulation S
Global Offered  Certificate  that was reduced upon the transfer.  Upon return of
the  entire  principal  amount  of the  Temporary  Regulation  S Global  Offered
Certificate to the Trustee in exchange for beneficial interests in the Permanent
Regulation S Global  Offered  Certificate,  Trustee  shall cancel the  Temporary
Regulation S Global  Offered  Certificate  by  perforation  and shall  forthwith
destroy it.

        (v) For  transfer  of an interest  in a  Permanent  Regulation  S Global
Offered Certificate for an interest in the Rule 144A Global Offered Certificate,
if the  Certificateholder  of a beneficial interest in a Permanent  Regulation S
Global Offered  Certificate  deposited with the Depository wishes at any time to
exchange its interest in the Permanent  Regulation S Global Offered Certificate,
or to  transfer  its  interest  in the  Permanent  Regulation  S Global  Offered
Certificate  to a Person who wishes to take  delivery  thereof in the form of an
interest in the Rule 144A Global Offered Certificate, the Certificateholder may,
subject  to the  rules  and  procedures  of  Euroclear  or  Clearstream  and the
Depository, as the case may be, give directions for the Certificate Registrar to
exchange or cause the exchange or transfer or cause the transfer of the interest
for  an  equivalent   beneficial  interest  in  the  Rule  144A  Global  Offered
Certificate.  Upon receipt by the  Certificate  Registrar of  instructions  from
Euroclear or Clearstream, from the Depository or from the Certificateholder,  as
the case may be,  directing the  Certificate  Registrar to credit or cause to be
credited a beneficial interest in the Rule 144A Global Offered Certificate equal
to the  Percentage  Interest  in  the  Permanent  Regulation  S  Global  Offered
Certificate  to be  exchanged  or  transferred  (such  instructions  to  contain
information regarding the Depository Participant account to be credited with the
increase,  and,  with  respect to an  exchange or transfer of an interest in the
Permanent  Regulation S Global Offered  Certificate,  information  regarding the
Depository Participant account to be debited with the decrease), the Certificate
Registrar  shall  instruct the  Depository to reduce the Permanent  Regulation S
Global Offered  Certificate by the aggregate  principal amount of the beneficial
interest in the  Permanent  Regulation  S Global  Offered  Certificate  to be so
exchanged or  transferred,  and the  Certificate  Registrar  shall  instruct the
Depository, concurrently with the reduction, to increase the principal amount of

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the Rule 144A Global Offered Certificate by the aggregate  Certificate Principal
Balance of the beneficial interest in the Permanent  Regulation S Global Offered
Certificate  to be so  exchanged  or  transferred,  and to credit or cause to be
credited to the account of the Person specified in the instructions a beneficial
interest in the Rule 144A Global Offered  Certificate  equal to the reduction in
the Certificate  Principal Balance of the Permanent  Regulation S Global Offered
Certificate.

        (vi) For  transfers  of an  interest  in the Rule  144A  Global  Offered
Certificate for an interest in a Regulation S Global Offered  Certificate,  if a
Certificate Owner holding a beneficial  interest in the Rule 144A Global Offered
Certificate  wishes at any time to exchange its interest in the Rule 144A Global
Offered   Certificate   for  an  interest  in  a  Regulation  S  Global  Offered
Certificate, or to transfer its interest in the 144A Book-Entry Certificate to a
Person who wishes to take  delivery  thereof in the form of an  interest  in the
Regulation S Global Offered Certificate,  the Certificateholder  may, subject to
the rules and procedures of the Depository,  give directions for the Certificate
Registrar to exchange or cause the exchange or transfer or cause the transfer of
the interest for an equivalent  beneficial  interest in the  Regulation S Global
Offered  Certificate.   Upon  receipt  by  the  Certificate   Registrar  of  (A)
instructions  given  in  accordance  with  the  Depository's  procedures  from a
Depository  Participant  or from  the  Certificateholder,  as the  case  may be,
directing  the  Certificate  Registrar  to  credit  or  cause to be  credited  a
beneficial  interest in the Regulation S Global Offered Certificate in an amount
equal to the beneficial  interest in the Rule 144A Global Offered Certificate to
be exchanged or  transferred,  (B) a written order given in accordance  with the
Depository's  procedures  containing  information  regarding  the account of the
depositaries for Euroclear or Clearstream or another Depository Participant,  as
the case may be, to be credited  with the  increase  and the name of the account
and (C)  certificates  in the forms of  Exhibits  Eight and Nine,  respectively,
given by the proposed transferee and the Certificate Owner of the interest,  the
Certificate  Registrar  shall  instruct the  Depository  to reduce the Rule 144A
Global Offered  Certificate by the aggregate  principal amount of the beneficial
interest in the Rule 144A  Global  Offered  Certificate  to be so  exchanged  or
transferred  and  the  Certificate  Registrar  shall  instruct  the  Depository,
concurrently  with the  reduction,  to  increase  the  principal  amount  of the
Regulation S Global Offered Certificate by the aggregate  Certificate  Principal
Balance of the beneficial  interest in the Rule 144A Global Offered  Certificate
to be so exchanged or transferred,  and to credit or cause to be credited to the
account of the Person specified in the instructions a beneficial interest in the
Regulation  S  Global  Offered   Certificate  equal  to  the  reduction  in  the
Certificate Principal Balance of the Rule 144A Global Offered Certificate.

        (vii)  Notwithstanding any other provisions of this Section 5.02(g), the
Underwriter  may exchange  beneficial  interests in the  Temporary  Regulation S
Global  Offered  Certificates  held by it for  interests in the Rule 144A Global
Offered  Certificates only after delivery by the Underwriter of instructions for
the  exchange  substantially  in the form of Exhibit  Ten.  Upon  receipt of the
instructions provided in the preceding sentence, the Certificate Registrar shall
instruct  the  Depository  to  reduce  the  principal  amount  of the  Temporary
Regulation S Global Offered  Certificate to be so transferred and shall instruct
the Depository to increase the principal  amount of the Rule 144A Global Offered
Certificate  and credit or cause to be credited to the account of the  placement
agent a beneficial interest in the Rule 144A Global Offered Certificate having a
principal  amount  equal to the  amount  by which  the  principal  amount of the
Temporary  Regulation S Global Offered Certificate was reduced upon the transfer
pursuant  to the  instructions  provided  in the first  sentence  of this clause
(vii).

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        (viii) If a transfer  of a Class SB  Certificate  which is a  Definitive
Certificate  is to be made,  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 the 1933 Act,  which  Opinion of Counsel shall not be an
expense of the Trustee, the Trust Fund, the Company or the Master Servicer.

        (ix) The  Holder  of a Class  SB  Certificate  desiring  to  effect  any
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  the
provisions of this Agreement.

        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)

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                                   ARTICLE VI

                       THE COMPANY AND THE MASTER SERVICER

        Section 6.01. RESPECTIVE LIABILITIES OF THE COMPANY AND MASTER SERVICER.
                      (See Section 6.01 of the Standard Terms.)

        Section 6.02. MERGER OR CONSOLIDATION OF THE COMPANY OR MASTER SERVICER;
                      ASSIGNMENT OF RIGHTS AND DELEGATION OF DUTIES BY THE
                      MASTER SERVICER.

        (a) (See Section 6.08(a) of the Standard Terms.).

        (b) (See Section 6.08(b) of the Standard Terms).

        (c) (See Section 6.08(c) of the Standard Terms).

        (d) Notwithstanding  anything else in this Section 6.02 to the contrary,
the  conversion of Residential  Funding  Corporation's  or Residential  Accredit
Loans, Inc.'s organizational  structure from a Delaware corporation to a limited
liability  company  shall not  require the consent of any party or notice to any
party and shall not in any way affect the rights or  obligations  of Residential
Funding Corporation or Residential Accredit Loans, Inc. hereunder.

        Section 6.03.  LIMITATION ON LIABILITY OF THE COMPANY,  MASTER  SERVICER
                       AND OTHERS. (See

        Section 6.03   of the Standard Terms.)

        Section 6.04.  COMPANY AND MASTER  SERVICER NOT TO RESIGN.  (See Section
                       6.04 of the Standard Terms.)

                                       85
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                                   ARTICLE VII

                                     DEFAULT

                    (See Article VII of the Standard Terms.)

                                       86
<PAGE>

                                  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 10.01.  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:

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<PAGE>

                (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

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<PAGE>

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,

                                       89
<PAGE>

        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.

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<PAGE>

        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 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

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<PAGE>

                (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.

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<PAGE>

        (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 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.

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        (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 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 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.

                                       94
<PAGE>

        Section 8.10 Appointment of Co-Trustee or Separate Trustee. (See Section
                     8.10 of the Standard Terms).

        Section 8.11  Appointment of Custodians.

        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.  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.

        Section 8.12  Appointment of Office or Agency.  (See Section 8.12 of the
                      Standard Terms).

        Section 8.13  Swap Agreement.

               The Supplemental  Interest Trust Trustee is hereby authorized and
directed  to, and  agrees  that it shall (a) enter  into the Swap  Agreement  on
behalf of the  Supplemental  Interest  Trust and (b) 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.

                                       95
<PAGE>

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

        The right of the Master  Servicer to purchase all of the Mortgage  Loans
pursuant to clause  (ii) above is  conditioned  upon the 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.

                                       96
<PAGE>

        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 and the Swap  Counterparty (so long as the Swap Agreement
has 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,

                                       97
<PAGE>

                (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
Mortgage Loans by the Master Servicer,  the Master Servicer shall deposit in the
Certificate Account before the Final Distribution Date in immediately  available
funds an amount equal to the purchase  price  computed as provided  above.  As a
result of the  exercise  by the Master  Servicer  of its right to  purchase  the
outstanding  Certificates,  the Master Servicer shall deposit in the Certificate
Account  before  the  Distribution  Date on which such  purchase  is to occur in
immediately  available  funds an  amount  equal to the  purchase  price  for the
Certificates,  computed as 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 Mortgage Loans or the outstanding  Class A
Certificates, Class M Certificates and Class SB Certificates, an amount equal to
the price paid pursuant to Section 9.01(a) as follows:  (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 Swap  Counterparty  (without

                                       98
<PAGE>

duplication  of  amounts  payable  to the  Swap  Counterparty  on  such  date in
accordance with Section 4.02) any Swap  Termination  Payment payable to the 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 on a pro rata basis in accordance
with the respective  Notional Amounts 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

                                       99
<PAGE>

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.

                                      100
<PAGE>

                                   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  Supplemental  Interest  Trust
Account,  the Swap Agreement and the SB-AM Swap Agreement),  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
the Class R-I  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 the Class R-II 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,  Class  M-4
Certificates,   Class  M-5  Certificates,  Class  M-6  Certificates,  Class  M-7
Certificates,  Class M-8 Certificates and Class M-9 Certificates,  and the Class
R-III  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.

                                      101
<PAGE>

        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.

                                      102
<PAGE>

                                   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)(vi), 4.09 and 11.10 of
this  Agreement  shall  require  the  consent  of  the  Swap  Counterparty  as a
third-party beneficiary of Sections 4.02(c)(x) and 4.09 of this Agreement.

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


                                      103
<PAGE>


------------------------------------- ------------------------------------------
RECIPIENT                             ADDRESS
------------------------------------- ------------------------------------------
Trustee                               Corporate Trust Office
                                      1761 East St. Andrew Place
                                      Santa Ana, California 92705-4934,
                                      Attention:  Residential Accredit Loans,
                                      Inc. Series 2006-QA8

                                      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,   55 Water Street
a division of The McGraw-Hill         41st Floor
Companies, Inc.                       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-I  Certificates,  in  accordance  with their  respective  Percentage
Interests;  0.25% of all Voting  Rights shall be allocated  among the Holders of
the Class R-II  Certificates,  in accordance  with their  respective  Percentage
Interests;  0.25% of all Voting  Rights shall be allocated  among the Holders of
the Class R-III  Certificates,  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.

                                      104
<PAGE>

        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.

                                      105
<PAGE>


                                   ARTICLE XII

                          COMPLIANCE WITH REGULATION AB

                     (See Article XII of the Standard Terms)


                                      106
<PAGE>

        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:    /s/ Christopher Martinez
                                                Name:  Christopher Martinez
                                                Title: Vice President

Attest: /s/ Heather Anderson
        Name:  Heather Anderson
        Title: Vice President

                                                RESIDENTIAL FUNDING CORPORATION
[Seal]

                                                By:    /s/ Heather Anderson
                                                Name:  Heather Anderson
                                                Title: Associate

Attest: /s/ Christopher Martinez
        Name:  Christopher Martinez
        Title: Associate

                                                DEUTSCHE BANK TRUST COMPANY
[Seal]                                          AMERICAS, as Trustee


                                                By:    /s/ Amy Stoddard
                                                Name:  Amy Stoddard
                                                Title: Authorized Signer

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


                                      107
<PAGE>


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

        On the 28th day of September, 2006 before me, a notary public in and for
said State,  personally appeared  Christopher  Martinez 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.


                                                   /s/ Amy Sue Olson
                                                   Notary Public
[Notarial Seal]


                                      108
<PAGE>


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

        On the 28th day of September, 2006 before me, a notary public in and for
said  State,  personally  appeared  Heather  Anderson  known  to me  to be  a(n)
Associate of  Residential  Funding  Corporation,  one of the  corporations  that
executed  the  within  instrument,  and also  known to me to be the  person  who
executed  it on behalf of said  corporation,  and  acknowledged  to me that such
corporation executed the within instrument.

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


                                                   /s/ Amy Sue Olson
                                                   Notary Public
[Notarial Seal]


                                      109
<PAGE>


STATE OF CALIFORNIA             )
                                ) ss.:
COUNTY OF ORANGE                )

        On the 28th day of September, 2006 before me, a notary public in and for
said State,  personally  appeared Amy Stoddard known to me to be a(n) Authorized
Signer of DEUTSCHE BANK TRUST COMPANY AMERICAS, the national banking association
that executed the within  instrument,  and also known to me to be the person who
executed it on behalf of said national  banking  association and acknowledged to
me that such national banking association executed the within instrument.

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


                                                   /s/ Diana Nguyen
                                                   Notary Public
[Notarial Seal]



STATE OF CALIFORNIA             )
                                ) ss.:
COUNTY OF ORANGE                )

        On the 28th day of September, 2006 before me, a notary public in and for
said  State,  personally  appeared  Karleen  Benvenuto  known  to me to be  a(n)
Authorized Signer of DEUTSCHE BANK TRUST COMPANY AMERICAS,  the national banking
association that executed the within instrument,  and also known to me to be the
person  who  executed  it on behalf of said  national  banking  association  and
acknowledged to me that such national  banking  association  executed the within
instrument.

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


                                                   /s/ Diana Nguyen
                                                   Notary Public
[Notarial Seal]


                                      110
<PAGE>


                                   EXHIBIT ONE

                             MORTGAGE LOAN SCHEDULE

                               (On file with RFC)


                                      111
<PAGE>


                                   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;


                                      112
<PAGE>


        (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 from Sellers; 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  Swap
        Counterparty,  any Swap  Termination  Payment  payable to the Trustee on
        behalf of the Trust and any Swap Termination Payment payable to the 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.


                                      113
<PAGE>


        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.


                                      114
<PAGE>


                                  EXHIBIT THREE

                     STANDARD TERMS OF POOLING AND SERVICING
                       AGREEMENT DATED AS OF MARCH 1, 2006





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


                                STANDARD TERMS OF
                         POOLING AND SERVICING AGREEMENT



                            Dated as of March 1, 2006



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




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


<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                          PAGE


<S>                                                                                        <C>
ARTICLE I         DEFINITIONS...............................................................2

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

        Section 1.02. Use of Words and Phrases.............................................34

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........35

        Section 2.01. Conveyance of Mortgage Loans.........................................35

        Section 2.02. Acceptance by Trustee................................................41

        Section 2.03. Representations, Warranties and Covenants of the Master
                          Servicer and the Company.........................................42

        Section 2.04. Representations and Warranties of Residential Funding................44

        Section 2.05. Execution and Authentication of Certificates/Issuance of
                          Certificates Evidencing Interests in REMIC I Certificates........46

        Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular
                          Interests; Acceptance by the Trustee.............................46

        Section 2.07. Issuance of Certificates Evidencing Interests in REMIC II............46

        Section 2.08. Purposes and Powers of the Trust.....................................46

ARTICLE III       ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................46

        Section 3.01. Master Servicer to Act as Servicer...................................46

        Section 3.02. Subservicing Agreements Between Master Servicer and
                          Subservicers; Enforcement of Subservicers' and Sellers'
                          Obligations......................................................48

        Section 3.03. Successor Subservicers...............................................49

        Section 3.04. Liability of the Master Servicer.....................................49

        Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
                          Certificateholders...............................................50

        Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee......50

        Section 3.07. Collection of Certain Mortgage Loan Payments;  Deposits to
                          Custodial Account................................................50

        Section 3.08. Subservicing Accounts; Servicing Accounts............................53

        Section 3.09. Access to Certain Documentation and  Information Regarding the
                          Mortgage Loans...................................................55

        Section 3.10. Permitted Withdrawals from the Custodial Account.....................55

        Section 3.11. Maintenance of the Primary Insurance  Policies; Collections
                          Thereunder.......................................................57

        Section 3.12. Maintenance of Fire Insurance and  Omissions and Fidelity
                          Coverage.........................................................58

        Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
                          Modification Agreements; Certain Assignments.....................59

        Section 3.14. Realization Upon Defaulted Mortgage Loans............................61

        Section 3.15. Trustee to Cooperate; Release of Mortgage Files......................65

        Section 3.16. Servicing and Other Compensation; Compensating Interest..............66

        Section 3.17. Reports to the Trustee and the Company...............................67

        Section 3.18. Annual Statement as to Compliance and Servicing Assessment...........67

        Section 3.19. Annual Independent Public Accountants' Servicing Report..............68

        Section 3.20. Rights of the Company in Respect of the Master Servicer..............68

        Section 3.21. Administration of Buydown Funds......................................68

        Section 3.22. Advance Facility.....................................................69

ARTICLE IV        PAYMENTS TO CERTIFICATEHOLDERS...........................................73

        Section 4.01. Certificate Account..................................................73

        Section 4.02. Distributions.     As provided in Section 4.02 of the Series
                          Supplement.......................................................74

        Section 4.03. Statements to Certificateholders; Statements to Rating
                          Agencies; Exchange Act Reporting.................................74

        Section 4.04. Distribution of Reports to the Trustee and  the Company;
                          Advances by the Master Servicer..................................76

        Section 4.05. Allocation of Realized Losses........................................78

        Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........78

        Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................78

        Section 4.08. Surety Bond..........................................................79

ARTICLE V         THE CERTIFICATES.........................................................79

        Section 5.01. The Certificates.....................................................79

        Section 5.02. Registration of Transfer and Exchange of Certificates................81

        Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................87

        Section 5.04. Persons Deemed Owners................................................88

        Section 5.05. Appointment of Paying Agent..........................................88

        Section 5.06. U.S.A. Patriot Act Compliance........................................88

ARTICLE VI        THE COMPANY AND THE MASTER SERVICER......................................89

        Section 6.01. Respective Liabilities of the Company and the Master Servicer........89

        Section 6.02. Merger or Consolidation of the Company or the Master Servicer;
                          Assignment of Rights and Delegation of Duties by Master
                          Servicer.........................................................89

        Section 6.03. Limitation on Liability of the Company,  the Master Servicer
                          and Others.......................................................90

        Section 6.04. Company and Master Servicer Not to Resign............................91

ARTICLE VII       DEFAULT..................................................................92

        Section 7.01. Events of Default....................................................92

        Section 7.02. Trustee or Company to Act; Appointment of Successor..................94

        Section 7.03. Notification to Certificateholders...................................95

        Section 7.04. Waiver of Events of Default..........................................95

ARTICLE VIII      CONCERNING THE TRUSTEE...................................................96

        Section 8.01. Duties of Trustee....................................................96

        Section 8.02. Certain Matters Affecting the Trustee................................97

        Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................99

        Section 8.04. Trustee May Own Certificates.........................................99

        Section 8.05. Master Servicer to Pay Trustee's Fees  and Expenses;
                          Indemnification..................................................99

        Section 8.06. Eligibility Requirements for Trustee................................100

        Section 8.07. Resignation and Removal of the Trustee..............................101

        Section 8.08. Successor Trustee...................................................102

        Section 8.09. Merger or Consolidation of Trustee..................................102

        Section 8.10. Appointment of Co-Trustee or Separate Trustee.......................102

        Section 8.11. Appointment of Custodians...........................................103

        Section 8.12. Appointment of Office or Agency.....................................104

ARTICLE IX        TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES....................105

        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...............................105

        Section 9.02. Additional Termination Requirements.................................108

        Section 9.03. Termination of Multiple REMICs......................................109

ARTICLE X         REMIC PROVISIONS........................................................110

        Section 10.01.REMIC Administration................................................110

        Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification....113

        Section 10.03.Designation of REMIC(s). As provided in Section 10.03 of the
                          Series Supplement...............................................114

        Section 10.04.Distributions on the Uncertificated REMIC I and REMIC II
                          Regular Interests. As provided in Section 10.04 of the
                          Series Supplement...............................................114

        Section 10.05.Compliance with Withholding Requirements. As provided in
                          Section 10.05 of the Series Supplement..........................114

ARTICLE XI        MISCELLANEOUS PROVISIONS................................................115

        Section 11.01.Amendment...........................................................115

        Section 11.02.Recordation of Agreement; Counterparts..............................117

        Section 11.03.Limitation on Rights of Certificateholders..........................118
        Section 11.04.Governing Law.......................................................118

        Section 11.05.Notices. As provided in Section 11.05 of the Series Supplement......119

        Section 11.06.Required Notices to Rating Agency and Subservicer...................119

        Section 11.07.Severability of Provisions..........................................120

        Section 11.08.Supplemental Provisions for Resecuritization........................120

        Section 11.09.Allocation of Voting Rights.........................................120

        Section 11.10.No Petition.........................................................120

ARTICLE XII       COMPLIANCE WITH REGULATION AB...........................................121

        Section 12.01.Intent of the Parties; Reasonableness...............................121

        Section 12.02.Additional Representations and Warranties of the Trustee............121

        Section 12.03.Information to Be Provided by the Trustee...........................122

        Section 12.04.Report on Assessment of Compliance and Attestation..................122

        Section 12.05.Indemnification; Remedies...........................................123



<PAGE>







                                    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 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


</TABLE>



<PAGE>



        This is the Standard Terms of Pooling and Servicing Agreement, dated as
of March 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 CORPORATION, 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:


<PAGE>

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
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation 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 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.

        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
Corporation, 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.

        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.

        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.

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

        Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (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, and (ii) with respect to each Mortgage Loan other than a Cooperative
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.

        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.

        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.

        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.

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

        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 Class A-V REMIC Regular Interest or Interests 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 Corporation, the Addendum and Assignment Agreement, dated as of
November 24, 1998, between the Master Servicer and GMAC Mortgage Corporation, 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.


<PAGE>

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
        deliver to, and deposit with, the Trustee, or to and with one or more
        Custodians, as the duly appointed agent or agents of the Trustee for
        such purpose, the following documents or instruments (or copies thereof
        as permitted by this Section) (I) with respect to each Mortgage Loan so
        assigned (other than a Cooperative 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)   Unless the Mortgage Loan is registered on the MERS(R) System, an
        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.

        and (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;

(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;

(iv)    The original recognition agreement by the Cooperative of the interests
        of the mortgagee with respect to the related Cooperative Loan;

(v)     The Security Agreement;

(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;

(ix)    The original of each modification, assumption agreement or preferred
        loan agreement, if any, relating to such Cooperative Loan; 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.

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

        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 the respective
Custodian a copy of such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement.

        The Company 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, and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, 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, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof as permitted by Section 2.01(b)) 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 Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee in conjunction with the Interim Certification issued
by the Custodian, as contemplated by Section 2.02.

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

        In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the 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 Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) 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, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, payment intangibles, negotiable documents, goods,
deposit accounts, letters of credit, advices of credit, investment property,
certificated securities or chattel paper shall be deemed to be "possession by
the secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction as in effect (including, without limitation, Sections
8-106, 9-313, 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 referred to in Section
2.01(b)(i) above (except that for purposes of such acknowledgement only, a
Mortgage Note may be endorsed in blank) and declares that it, or a Custodian as
its agent, holds and will hold such documents and the other documents
constituting a part of the Mortgage Files delivered to it, or a Custodian as its
agent, 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 (such Custodian being so obligated
under a Custodial Agreement) agrees, for the benefit of Certificateholders, to
review each Mortgage File delivered to it pursuant to Section 2.01(b) within 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 Mortgage
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 Mortgage 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 Mortgage 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 Trustee or any Custodian, as the case may be, shall
release to Residential Funding the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
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:

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

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

(iii)   This Agreement, assuming due authorization, execution and delivery by
        the Trustee and the 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 Mortgage Files to
the Trustee or any Custodian.

        Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the 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 any 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 (any 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.


<PAGE>

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 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 any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Master Servicer
or its designee, as the case may be, the related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the
foregoing or any other provision of this Agreement, in the Master Servicer's
sole discretion with respect to any defaulted Mortgage Loan or REO Property as
to either of the following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts expected by the
Master Servicer to be received in connection with the related defaulted Mortgage
Loan or REO Property have been received, and (ii) for purposes of determining
the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or 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 Mortgage Files.

(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer will
immediately notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so deposited),
substantially in 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 Mortgage File. Within two Business Days of
receipt of such certification and request, the Trustee shall release, or cause
the Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release. 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 Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon 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 any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.

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

(e) Notwithstanding 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.

<PAGE>

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.


<PAGE>

ARTICLE V

                                THE CERTIFICATES

Section 5.01.  The Certificates.

(a) The Senior, Class X, Class M, Class B, Class P and Class R Certificates
shall be substantially in the forms set forth in Exhibits A, A-I, B, C, C-I and
D, respectively, and shall, on original issue, be executed and delivered by the
Trustee to the Certificate Registrar for authentication and delivery to or upon
the order of the Company upon receipt by the Trustee or one or more Custodians
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 Class A-V REMIC Regular Interests 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 Class A-V REMIC Regular Interests
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 Class A-V
REMIC Regular Interest 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  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 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 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) 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.


<PAGE>

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 shall each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

(b) Any Person into which the Company or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger 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 herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie
Mac; and provided further that each Rating Agency's ratings, if any, of 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 in effect immediately prior to such merger or consolidation will
not be qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from each Rating Agency).

(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the
contrary, the Master Servicer may assign its rights and delegate its duties and
obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasonably
satisfactory to the Trustee and the 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.


<PAGE>

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.


<PAGE>

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.

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 Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held by a Custodian,
which shall become the agent of any successor trustee hereunder), and the
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 Custodians.

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

Section 8.12.  Appointment of Office or Agency.

        The Trustee 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

<PAGE>




                     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 any Custodian shall, promptly following payment
of the purchase price, release to the Master Servicer the Mortgage Files
pertaining to the Mortgage Loans being purchased.

        In addition to the foregoing, on any Distribution Date on 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:

(iii)   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,

(iv)    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

(v)     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.

(b) 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.

(c) 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 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.

(d) 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 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.


<PAGE>



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.


<PAGE>

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
        General Motors Acceptance Corporation, 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.


<PAGE>

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 date hereof 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.



<PAGE>


                                    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.]
<TABLE>

<S>                                                     <C>
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
First Distribution Date:                          Amount] [Subclass Notional Amount] of the
_________ 25, ____                                Class A-     Certificates:

Master Servicer:                                  [Initial] [Certificate Principal
Residential Funding                               Balance] [Interest Only/Class A-V] [Subclass]
Corporation                                       Notional Amount] of this Certificate:
                                                  $                          ]
Assumed Final
Distribution Date:                                CUSIP 76110F-
___________ 25, ____

</TABLE>

                        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, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

               This certifies that 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 in the City and State of New
York. 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 in the City and
State of New York, 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.



<PAGE>




               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



<PAGE>


                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within 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.



<PAGE>

                                   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.


<PAGE>

<TABLE>


<S>                                             <C>
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
Residential Funding Corporation                   Class X Certificates: $__________

First Distribution Date:                          Initial  Notional Amount of this  Certificate:
__________ 25, ____                               $_____________

Assumed Final Distribution Date:                  CUSIP ________
_____________
</TABLE>

                        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, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Accredit Loans, Inc., the Master Servicer,
the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.

        This certifies that _________________________ 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 in the City and State of New York. 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 in the City and State of New York,
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.


<PAGE>


               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



<PAGE>


                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within 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.




<PAGE>


                                    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 Corporation

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, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

               This certifies that 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 in the City and State of New
York. 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 in the City and
State of New York, 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.


<PAGE>


               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



<PAGE>


                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within 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.




<PAGE>



                                    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 MASTER SERVICER, THE COMPANY AND 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 Corporation

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, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

               This certifies that 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 in the City and State of New
York. 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 acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer 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 in the City and
State of New York, 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.


<PAGE>

               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



<PAGE>


                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within 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.




<PAGE>


                                   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 MASTER SERVICER, THE COMPANY AND 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.




<PAGE>

<TABLE>

<S>                                             <C>
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
__________ 25, ____                               Certificate: $____

Master Servicer:                                  Percentage Interest of this Certificate:
Residential Funding Corporation                   100%

Assumed Final Distribution Date:                  CUSIP: __________
__________ 25, ____

</TABLE>

                       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, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

               This certifies that ____________________________ 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 in the City and State of New
York.

               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 acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer 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 in the City and
State of New York, 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.


<PAGE>

               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



<PAGE>


                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within 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.




<PAGE>


                                    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 MASTER SERVICER, THE COMPANY AND 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 Corporation                   ___________%

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, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Accredit Loans, Inc., the Master
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.

               This certifies that 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 in the City and State of New
York. 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 acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
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 in the City and
State of New York, 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.


<PAGE>

               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


<PAGE>


                                   ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within 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.



<PAGE>


                                    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 Corporation, 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, 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.


<PAGE>


        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 CORPORATION
[Corporate Seal]

By:                                     By:
      (Signature)                               (Signature)
By:                                     By:
      (Typed Name)                              (Typed Name)
Title:                                  Title:




<PAGE>



                                    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 Corporation
Authorized Signature

******************************************************************************

TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.

Enclosed Documents:          [ ]  Promissory Note
                             [ ] Primary Insurance Policy
                             [ ] Mortgage or Deed of Trust
                             [ ]  Assignment(s) of Mortgage or Deed of Trust
                             [ ]  Title Insurance Policy
                             [ ]  Other:

Name:  ________________
Title:
Date:


<PAGE>

                                   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.


<PAGE>


               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___.


<PAGE>


                                    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 * * *



<PAGE>


                                   EXHIBIT G-2


                         FORM OF TRANSFEROR CERTIFICATE


                                                          _______ , 20__

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota  55437

__________________
__________________
__________________

Attention:  Residential Funding Corporation 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 Corporation, 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:
<PAGE>



                                    EXHIBIT H


                     FORM OF INVESTOR REPRESENTATION LETTER


                                                     _____, 20___

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

__________________
__________________
__________________

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN  55437

Attention:  Residential Funding Corporation 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 Corporation, 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; 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:




<PAGE>



                                    EXHIBIT I


                    FORM OF TRANSFEROR REPRESENTATION LETTER


                                                 ___________, 20____

Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437

__________________
__________________
__________________

Attention: Residential Funding Corporation 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 Corporation, 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:
<PAGE>

                                    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 Corporation 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](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:



<PAGE>

                              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:__________________




<PAGE>




                              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: ________________________
                                                 Title:


                                            IF AN ADVISER:



                                            Print Name of Buyer


                                            Date:  _____________________
<PAGE>


                                    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 General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.

               (e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class 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 General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) 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.

<PAGE>


                                    EXHIBIT L


                           [FORM OF LIMITED GUARANTY]


                                LIMITED GUARANTY


                        RESIDENTIAL ACCREDIT LOANS, INC.


                       Mortgage Asset-Backed Pass-Through Certificates
                                 Series ____-___


                                                       ______, 200__

__________________
__________________
__________________

Attention:  Residential Funding Corporation Series ____-___

Ladies and Gentlemen:

        WHEREAS,   Residential  Funding  Corporation,   a  Delaware  corporation
("Residential  Funding"),  an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation,  a New York corporation ("GMAC"), plans to incur certain
obligations  as  described  under  Section  13.01 of the Pooling  and  Servicing
Agreement  dated as of ___________ 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.



                                            GENERAL MOTORS ACCEPTANCE
                                            CORPORATION


                                            By: ______________________
                                            Name:
                                            Title:


Acknowledged by:


__________________,
    as Trustee


By:
Name:
Title:



RESIDENTIAL ACCREDIT LOANS, INC.


By:
Name:
Title:


<PAGE>


                                    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 Corporation 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
Corporation, as Master Servicer, and the Trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Lender hereby certifies, represents and warrants to, and
covenants with, the Master Servicer and the Trustee that:

(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:
<PAGE>


                                    EXHIBIT N


                          FORM OF REQUEST FOR EXCHANGE

                                                        [DATE]

__________________
__________________
__________________

               Re:    Residential Accredit Loans, Inc.,
                      Mortgage Asset-Backed Pass-Through Certificates,
                      Series ____-___

               Residential Funding Corporation, 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
Corporation and __________________, as trustee.



                                            RESIDENTIAL FUNDING CORPORATION



                                            By: ____________________________
                                                Name:
                                                Title:



<PAGE>




                                    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 Corporation (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


<PAGE>




                                    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 Corporation, 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:







<PAGE>



                                    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



<PAGE>


                                    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":
<TABLE>
<CAPTION>

-------------------------------------------------------------------------- ------------------
                                                                              APPLICABLE
                                                                               SERVICING
                           SERVICING CRITERIA                                  CRITERIA
-------------------------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
   REFERENCE                             CRITERIA
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                        GENERAL SERVICING CONSIDERATIONS
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
<S>                <C>
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 |X| (as to
                  appropriate custodial bank accounts and related bank clearing
                  accounts no more than two business days following receipt, or
                  such other number of days accounts held by specified in the
                  transaction agreements. Trustee)
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an |X| (as
                  to obligor or to an investor are made only by authorized
                  investors only) personnel.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash
                  flows or distributions, and any interest or other fees charged
                  for such advances, are made, reviewed and approved as
                  specified in the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                  The related accounts for the transaction, such as cash
                  reserve accounts or accounts established as a form of       |X| (as to
                  overcollateralization, are separately maintained         accounts held by
                  (e.g., with respect to commingling of cash) as set           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          |X|
                  accordance with timeframes, distribution priority and
                  other terms set forth in the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                  Disbursements made to an investor are posted within two
                  business days to the servicer's investor records, or such
                  other number of days specified in the |X|
1122(d)(3)(iii) transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                  Amounts remitted to investors per the investor reports
                  agree with cancelled checks, or other form of payment,          |X|
1122(d)(3)(iv) 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
1122(d)(4)(ii)    required by the transaction agreements
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are
                  made, reviewed and approved in accordance with any conditions
                  or requirements in the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(iv)    Payments on pool assets, including any payoffs, made in
                  accordance with the related pool asset documents are posted to
                  the servicer's obligor records maintained no more than two
                  business days after receipt, or such other number of days
                  specified in the transaction agreements, and allocated to
                  principal, interest or other items (e.g., escrow) in
                  accordance with the related pool asset documents.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(v)     The servicer's records regarding the pool assets agree with
                  the servicer's records with respect to an obligor's unpaid
                  principal balance.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(vi)    Changes with respect to the terms or status of an obligor's
                  pool asset (e.g., loan modifications or re-agings) are made,
                  reviewed and approved by authorized personnel in accordance
                  with the transaction agreements and related pool asset
                  documents.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans,
                  modifications and deeds in lieu of foreclosure, foreclosures
                  and repossessions, as applicable) are initiated, conducted and
                  concluded in accordance with the timeframes or other
                  requirements established by the transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(viii)  Records documenting collection efforts are maintained during
                  the period a pool asset is delinquent in accordance with the
                  transaction agreements. Such records are maintained on at
                  least a monthly basis, or such other period specified in the
                  transaction agreements, and describe the entity's activities
                  in monitoring delinquent pool assets including, for example,
                  phone calls, letters and payment rescheduling plans in cases
                  where delinquency is deemed temporary (e.g., illness or
                  unemployment).
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for pool
                  assets with variable rates are computed based on the related
                  pool asset documents.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such as
                  escrow accounts): (A) such funds are analyzed, in accordance
                  with the obligor's pool asset documents, on at least an annual
                  basis, or such other period specified in the transaction
                  agreements; (B) interest on such funds is paid, or credited,
                  to obligors in accordance with applicable pool asset documents
                  and state laws; and (C) such funds are returned to the obligor
                  within 30 calendar days of full repayment of the related pool
                  asset, or such other number of days specified in the
                  transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or
                  insurance payments) are made on or before the related penalty
                  or expiration dates, as indicated on the appropriate bills or
                  notices for such payments, provided that such support has been
                  received by the servicer at least 30 calendar days prior to
                  these dates, or such other number of days specified in the
                  transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to
                  be made on behalf of an obligor are paid from the servicer's
                  funds and not charged to the obligor, unless the late payment
                  was due to the obligor's error or omission.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------
                  Disbursements made on behalf of an obligor are posted within
                  two business days to the obligor's records maintained by the
                  servicer, or such other number of
1122(d)(4)(xiii) 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 the |X|
1122(d)(4)(xv) transaction agreements.
----------------- -------------------------------------------------------- ------------------
----------------- -------------------------------------------------------- ------------------

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

</TABLE>



(1) Only paragraph (a) for Class P Certificates.

(2) Class B Certificateholders may represent to either (a) or (b).


<PAGE>


                                  EXHIBIT FOUR:

                                 SWAP AGREEMENT



                             (PROVIDED UPON REQUEST)


                                      115
<PAGE>


                                  EXHIBIT FIVE:

                              SB-AM SWAP AGREEMENT



                             (PROVIDED UPON REQUEST)


                                      116
<PAGE>


                                                                     EXHIBIT SIX

              FORM OF CERTIFICATE TO BE GIVEN BY CERTIFICATE OWNER

        Euroclear                                  Cedel, societe anonyme
        151 Boulevard Jacqmain                     67 Boulevard Grand-Duchesse
                                                   Charlotte
        B-1210 Brussels, Belgium L-1331 Luxembourg

        Re: RESIDENTIAL ACCREDIT LOANS, INC., Home Equity Mortgage  Asset-Backed
        Pass-Through Certificates,  Series 2006-QA8, Class SB-1, issued pursuant
        to the Pooling and  Servicing  Agreement  dated as of  September 1, 2006
        among RESIDENTIAL ACCREDIT LOANS, INC., RESIDENTIAL FUNDING CORPORATION,
        AND   DEUTSCHE   BANK  TRUST   COMPANY   AMERICAS,   as   Trustee   (the
        "Certificates").

        This is to  certify  that as of the date  hereof and except as set forth
below, the beneficial  interest in the Certificates  held by you for our account
is owned by persons that are not U.S.  persons (as defined in Rule 901 under the
Securities Act of 1933, as amended).

        The undersigned  undertakes to advise you promptly by tested telex on or
prior to the date on which you intend to submit your  certification  relating to
the Certificates  held by you in which the undersigned has acquired,  or intends
to acquire, a beneficial  interest in accordance with your operating  procedures
if any applicable  statement  herein is not correct on such date. In the absence
of any such notification,  it may be assumed that this certification  applies as
of such date.

        [This certification  excepts beneficial interests in and does not relate
to U.S. $_________ principal amount of the Certificates  appearing in your books
as being  held for our  account  but that we have sold or as to which we are not
yet able to certify.]

        We understand  that this  certification  is required in connection  with
certain  securities laws in the United States of America.  If  administrative or
legal  proceedings  are commenced or  threatened  in connection  with which this
certification is or would be relevant,  we irrevocably  authorize you to produce
this   certification  or  a  copy  thereof  to  any  interested  party  in  such
proceedings.


Dated:________________,*/    By:________________________________,
                                    Account Holder


*       Certification  must be dated on or after the 15th day before the date of
        the Euroclear or Cedel certificate to which this certification releases.


                                      117
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                                                                   EXHIBIT SEVEN

              FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CEDEL

        Deutsche Bank Trust Company Americas

        Re:     RESIDENTIAL   ACCREDIT  LOANS,   INC.,   Mortgage   Asset-Backed
                Pass-Through  Certificates,  Series 2006-QA8, Class SB-1, Issued
                Pursuant  To The  Pooling And  Servicing  Agreement  Dated As Of
                September  1,  2006  Among  RESIDENTIAL  ACCREDIT  LOANS,  INC.,
                RESIDENTIAL FUNDING CORPORATION, and DEUTSCHE BANK TRUST COMPANY
                AMERICAS, as Trustee (The "Certificates").

        This is to certify that, based solely on certifications we have received
in  writing,  by  tested  telex  or  by  electronic   transmission  from  member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") as of the date
hereof,  $____________  principal amount of the Certificates is owned by persons
(a) that are not U.S.  persons (as defined in Rule 901 under the  Securities Act
of  1933.  as  amended  (the  "Securities  Act"))  or (b)  who  purchased  their
Certificates  (or interests  therein) in a transaction or transactions  that did
not require registration under the Securities Act.

        We further  certify (a) that we are not making  available  herewith  for
exchange  any  portion of the related  Temporary  Regulation  S Global  Class SB
Certificate  excepted in such  certifications and (b) that as of the date hereof
we have not received any  notification  from any of our Member  Organizations to
the effect that the  statements  made by them with respect to any portion of the
part  submitted  herewith  for  exchange are no longer true and cannot be relied
upon as of the date hereof

        We understand  that this  certification  is required in connection  with
certain  securities laws of the United States of America.  If  administrative or
legal  proceedings  are commenced or  threatened  in connection  with which this
certification is or would be relevant,  we irrevocably  authorize you to produce
this certification or a copy hereof to any interested party in such proceedings.

Date:_________________*            Yours faithfully,

* To be dated no earlier           By__________________________________
than the Effective Date.           Morgan Guaranty Trust Company of New York,
                                   Brussels Office, as Operator of the Euroclear
                                   Clearance System Cedel, Societe anonyme


                                      118
<PAGE>


                                                                   EXHIBIT EIGHT

                                     FORM OF
                      CERTIFICATE TO BE GIVEN BY TRANSFEREE
                    OF BENEFICIAL INTEREST IN A REGULATION S
                             BOOK-ENTRY CERTIFICATE

        Euroclear                          Cedel, societe anonyme
        151 Boulevard Jacqmain             67 Boulevard Grand-Duchesse Charlotte
        B- 1210 Brussels, Belgium          L- 1331 Luxembourg

        Re:     RESIDENTIAL   ACCREDIT  LOANS,   INC.,   Mortgage   Asset-Backed
                Pass-Through  Certificates,  Series 2006-QA8, Class SB-1, Issued
                Pursuant  To The  Pooling And  Servicing  Agreement  Dated As Of
                September  1,  2006  Among  RESIDENTIAL  ACCREDIT  LOANS,  INC.,
                RESIDENTIAL FUNDING CORPORATION, and DEUTSCHE BANK TRUST COMPANY
                AMERICAS, as Trustee (The "Certificates").

        This is to certify that as of the date  hereof,  and except as set forth
below, for purposes of acquiring a beneficial interest in the Certificates,  the
undersigned certifies that it is not a U.S. person (as defined in Rule 901 under
the Securities Act of 1933, as amended).

        The undersigned  undertakes to advise you promptly by tested telex on or
prior to the date on which you intend to submit your  certification  relating to
the  Certificates  held by you in which the  undersigned  intends  to  acquire a
beneficial  interest  in  accordance  with  your  operating  procedures  if  any
applicable  statement  herein is not correct on such date. In the absence of any
such notification,  it may be assumed that this certification applies as of such
date.

        We understand  that this  certification  is required in connection  with
certain  securities laws in the United States of America.  If  administrative or
legal  proceedings  are commenced or  threatened  in connection  with which this
certification is or would be relevant,  we irrevocably  authorize you to produce
this   certification  or  a  copy  thereof  to  any  interested  party  in  such
proceedings.


Dated:_______________                   By:____________________________


                                      119
<PAGE>


                                                                    EXHIBIT NINE

                                     FORM OF
                      TRANSFER CERTIFICATE FOR EXCHANGE OR
                    TRANSFER FROM 144A BOOK-ENTRY CERTIFICATE
                     TO REGULATION S BOOK-ENTRY CERTIFICATE

DB Services Tennessee
648 Grassmere Park Road
Nashville, TN 37211-3658
Attn: Transfer Unit

        Re:     RESIDENTIAL   ACCREDIT  LOANS,   INC.,   Mortgage   Asset-Backed
                Pass-Through  Certificates,  Series 2006-QA8, Class SB-1, Issued
                Pursuant  To The  Pooling And  Servicing  Agreement  Dated As Of
                September  1,  2006  Among  RESIDENTIAL  ACCREDIT  LOANS,  INC.,
                RESIDENTIAL FUNDING CORPORATION, and DEUTSCHE BANK TRUST COMPANY
                AMERICAS, as Trustee (The "Certificates").

        Capitalized  terms used but not defined  herein  shall have the meanings
given to them in the Agreement.

        This  letter  relates  to  U.S.   $____________   principal   amount  of
Certificates  that  are held as a  beneficial  interest  in the 144A  Book-Entry
Certificate  (CUSIP  No.  ________)  with  DTC in the  name of  [insert  name of
transferor]  (the  "Transferor").  The  Transferor  has requested an exchange or
transfer of the beneficial interest for an interest in the Permanent  Regulation
S Global Class SB Certificate  (CUSIP No.  ________) to be held with [Euroclear]
[Cedel] through DTC.

        In connection with the request and in receipt of the  Certificates,  the
Transferor  does hereby  certify that the exchange or transfer has been effected
in accordance with the transfer  restrictions set forth in the Agreement and the
Certificates and:

               (a)  pursuant to and in  accordance  with  Regulation S under the
        Securities  Act  of  1933,  as  amended  (the  "Securities   Act"),  and
        accordingly the Transferor does hereby certify that:

                        (i) the  offer  of the  Certificates  was not  made to a
                person in the United States of America,

                        [(ii) at the  time the buy  order  was  originated,  the
                transferee  was  outside  the  United  States of  America or the
                Transferor  and  any  person  acting  on its  behalf  reasonably
                believed    that    the     transferee     was    outside    the
                United States of America,

                        (ii) the  transaction was executed in, on or through the
                facilities  of  a  designated  offshore  securities  market  and
                neither the Transferor nor any person acting on its behalf knows
                that the transaction was pre-arranged with a buyer in the United
                States of America,]**/


                                      120
<PAGE>


                        (iii) no  directed  selling  efforts  have  been made in
                contravention  of the  requirements  of Rule 903(b) or 904(b) of
                Regulation 5, as applicable,

                        (iv) the  transaction is not part of a plan or scheme to
                evade the registration requirements of the Securities Act, and

               (b) with respect to transfers  made in reliance on Rule 144 under
        the  Securities  Act,  the  Transferor  does  hereby  certify  that  the
        Certificates  are being  transferred in a transaction  permitted by Rule
        144 under the Securities Act.

        This certification and the statements contained herein are made for your
benefit and the benefit of the issuer and the [placement agent].


                                                   [Insert name of Transferor]



Date:_________________              By:_________________________________________

                                    Title:______________________________________


____________________________
**      Insert one of these two  provisions,  which come from the  definition of
        "offshore transactions" in Regulation S.


                                      121
<PAGE>


                                                                     EXHIBIT TEN

                                     FORM OF
                     INITIAL PURCHASER EXCHANGE INSTRUCTIONS


Depository Trust Company
55 Water Street
50th Floor
New York, New York 10041


        Re:     RESIDENTIAL   ACCREDIT  LOANS,   INC.,   Mortgage   Asset-Backed
                Pass-Through  Certificates,  Series 2006-QA8, Class SB-1, Issued
                Pursuant  To The  Pooling And  Servicing  Agreement  Dated As Of
                September  1,  2006  Among  RESIDENTIAL  ACCREDIT  LOANS,  INC.,
                RESIDENTIAL FUNDING CORPORATION, and DEUTSCHE BANK TRUST COMPANY
                AMERICAS, as Trustee (The "Certificates").


        Pursuant to Section  5.02(g) of the Agreement,  ________________________
(the  "Initial  Purchaser")  hereby  requests  that  $______________   aggregate
principal amount of the Certificates held by you for our account and represented
by the Temporary  Regulation S Global Class SB Certificate  (CUSIP No. ________)
(as  defined  in the  Agreement)  be  exchanged  for an equal  principal  amount
represented by the Rule 144A Global Class SB Certificate  (CUSIP No. _______) to
be held by you for our account.


Date:_________________________          [Initial Purchaser]


                                        By:_____________________________________

                                        Title:__________________________________


                                      122
<PAGE>


                                                                EXHIBIT ELEVEN-A

                      FORM OF RULE 144A GLOBAL CLASS SB-[_] CERTIFICATE

        THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT TO THE CLASS A
CERTIFICATES  AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
HEREIN).

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),  TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT,  AND ANY CERTIFICATE
ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO.  OR IN SUCH  OTHER  NAME AS IS
REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS MADE TO
CEDE  &  CO.  OR  TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        SOLELY FOR U.S.  FEDERAL  INCOME TAX  PURPOSES,  THIS  CERTIFICATE  IS A
"REGULAR  INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE
TERMS ARE  DEFINED,  RESPECTIVELY,  IN  SECTIONS  860G AND 860D OF THE  INTERNAL
REVENUE CODE OF 1986 (THE "CODE")  COUPLED WITH  INTERESTS IN THE SWAP AGREEMENT
AND THE SB-AM SWAP AGREEMENT.

        ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT
SUCH  TRANSFEREE  IS NOT AN EMPLOYEE  BENEFIT PLAN OR OTHER PLAN OR  ARRANGEMENT
SUBJECT TO THE  PROHIBITED  TRANSACTION  PROVISIONS  OF THE EMPLOYEE  RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
OR A PERSON (INCLUDING AN INSURANCE  COMPANY  INVESTING ITS GENERAL ACCOUNT,  AN
INVESTMENT  MANAGER,  A NAMED  FIDUCIARY  OR A TRUSTEE  OF ANY SUCH PLAN) WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION.

        NO TRANSFER  OF THIS  CERTIFICATE  OR  INTEREST  HEREIN MAY BE MADE BY A
HOLDER OF THIS CERTIFICATE UNLESS THAT TRANSFER IS MADE PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE 1933  ACT,  AND  EFFECTIVE  REGISTRATION  OR
QUALIFICATION   UNDER  APPLICABLE  STATE  SECURITIES  LAWS,  OR  IS  MADE  IN  A
TRANSACTION   THAT  DOES  NOT  REQUIRE  SUCH   REGISTRATION  OR   QUALIFICATION.
FURTHERMORE,  THE  AGREEMENT  PROVIDES THAT NO TRANSFER OF THIS  CERTIFICATE  OR
INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS  CERTIFICATE  EXCEPT (I) OUTSIDE
THE UNITED STATES TO ENTITIES  WHICH ARE NOT U.S.  PERSONS WITHIN THE MEANING OF


                                      123
<PAGE>


REGULATION  S UNDER THE 1933 ACT OR (II) IN RELIANCE ON RULE 144A UNDER THE 1933
ACT ("RULE 144A") TO A QUALIFIED  INSTITUTIONAL  BUYER (AS DEFINED IN RULE 144A)
THAT IS ACQUIRING THIS CERTIFICATE OR INTEREST HEREIN FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER.

        EACH HOLDER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE  ACKNOWLEDGED AND
AGREED THAT (I) IT IS (A) A QUALIFIED  INSTITUTIONAL BUYER AND IS ACQUIRING THIS
CERTIFICATE FOR ITS OWN INSTITUTIONAL  ACCOUNT OR FOR THE ACCOUNT OR ACCOUNTS OF
A QUALIFIED INSTITUTIONAL BUYER, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS  CERTIFICATE  OUTSIDE THE UNITED STATES (A "REGULATION S  PURCHASER");  AND
(II) IT  UNDERSTANDS  THAT  THIS  CERTIFICATE  IS BEING  TRANSFERRED  TO IT IN A
TRANSACTION  NOT  INVOLVING ANY PUBLIC  OFFERING  WITHIN THE MEANING OF THE 1933
ACT,  AND THAT,  IF IN THE  FUTURE IT DECIDES  TO  RESELL,  PLEDGE OR  OTHERWISE
TRANSFER  THIS  CERTIFICATE,   THIS  CERTIFICATE  MAY  BE  RESOLD,   PLEDGED  OR
TRANSFERRED  ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (A) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, TO A PERSON THAT THE SELLER
REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER THAT PURCHASES FOR ITS
OWN ACCOUNT (OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED  INSTITUTIONAL BUYER)
AND TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
903 OR RULE 904 OF REGULATION S.

        THE HOLDER OF THIS  CERTIFICATE  DESIRING TO EFFECT ANY TRANSFER,  SALE,
PLEDGE OR OTHER DISPOSITION SHALL, AND BY ACCEPTANCE OF THIS CERTIFICATE WILL BE
DEEMED TO HAVE AGREED TO,  INDEMNIFY  THE  TRUSTEE,  THE  DEPOSITOR,  THE MASTER
SERVICER AND THE CERTIFICATE  REGISTRAR AGAINST ANY LIABILITY THAT MAY RESULT IF
THE TRANSFER,  SALE, PLEDGE OR OTHER DISPOSITION IS NOT SO EXEMPT OR IS NOT MADE
IN ACCORDANCE WITH SUCH FEDERAL AND STATE LAWS AND THE AGREEMENT.


CUSIP: _____________________                  Certificate No. SB-[__]-1

Date of Pooling and Servicing Agreement       Percentage Interest: 100.00%
and Cut-off Date:  September 1, 2006

First Distribution Date: October 25, 2006     Aggregate Initial Notional Balance
                                              of the Class SB-[_] Certificates:
                                              $_______________________

Master Servicer:                              Initial Notional Balance
Residential Funding Corporation               of this Class SB-[_] Certificate:
                                              $_______________________

Maturity Date:
__________ __, 20__


                                      124
<PAGE>


                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2006-QA8

        evidencing a percentage  interest in the distributions  allocable
        to the Class  SB-[_]  Certificates  with  respect to a Trust Fund
        consisting  primarily of a pool of fixed and adjustable  interest
        rate,   first  lien  mortgage   loans  on  one-  to   four-family
        residential   properties  sold  by  RESIDENTIAL   ACCREDIT  LOANS
        INCORPORATED

        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 INCORPORATED, the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed  or  insured  by any  governmental  agency or  instrumentality  or by
RESIDENTIAL ACCREDIT LOANS INCORPORATED, the Master Servicer, the Trustee or any
of their affiliates.  None of the Depositor, the Master Servicer or any of their
affiliates  will have any  obligation  with respect to any  certificate or other
obligation secured by or payable from payments on the Certificates.

        This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain  distributions with respect to
the Trust Fund  consisting  primarily  of an  interest  in a pool of  adjustable
interest  rate,  first lien mortgage  loans on one- to  four-family  residential
properties,  sold by RESIDENTIAL ACCREDIT LOANS INCORPORATED (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 Deutsche  Bank Trust Company  Americas,  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.

                                      125
<PAGE>

        Distributions  on this  Certificate  will be made  either by the  Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in St. Paul,  Minnesota.  The 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.

        Any Transferee of this Certificate will be deemed to have represented by
virtue of its purchase or holding of this Certificate (or interest therein) that
either  such  transferee  is not an  employee  benefit  plan  or  other  plan or
arrangement  subject to the  prohibited  transaction  provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code or a person  (including  an  insurance  company  investing  its general
account, an investment manager, a named fiduciary or a trustee of any such plan)
who is using "plan assets" of any such plan to effect such acquisition.

        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


                                      126
<PAGE>


future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or  agencies  appointed  by the  Trustee in St.  Paul,  Minnesota,  duly
endorsed by, or  accompanied by an assignment in the form below or other written
instrument of transfer in form  satisfactory  to the Trustee and the Certificate
Registrar  duly  executed by the Holder  hereof or such  Holder's  attorney duly
authorized in writing,  and thereupon one or more new Certificates of authorized
denominations  evidencing the same Class and aggregate  Percentage Interest will
be issued to the designated transferee or transferees.

        The  Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

        No service charge will be made for any such  registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        The  Depositor,  the  Master  Servicer,  the  Trustee,  the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,  the
Master  Servicer,  the  Trustee or any such agent shall be affected by notice to
the contrary.

        This  Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure  of any  Mortgage  Loan,  and (ii) the purchase by the Holder of the
Class SB  Certificates  or the Master  Servicer,  as described in the Agreement,
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such  Mortgage  Loans or the  Certificates,  in either  case  thereby
effecting early retirement of the Certificates.  The Agreement permits, but does
not require, the Holder of the Class SB Certificates or the Master Servicer,  as
described in the Agreement,  (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


                                      127
<PAGE>


of the Certificates from the Holders thereof, provided, that any such option may
only be exercised if the Stated  Principal  Balance  before giving effect to the
distributions to be made on such  Distribution Date of the Mortgage Loans, as of
the  Distribution  Date  upon  which  the  proceeds  of any  such  purchase  are
distributed is less than ten percent of the Cut-off Date Balance.

        Unless the certificate of authentication hereon has been executed by the
Certificate  Registrar  by  manual  signature,  this  Certificate  shall  not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      128
<PAGE>


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

                                             DEUTSCHE BANK TRUST COMPANY
                                             AMERICAS,
                                             as Trustee




                                             By:________________________________
                                                 Authorized Signatory

Dated:_____________________


                          CERTIFICATE OF AUTHENTICATION

        This  is  one  of  the  Class  SB-[_]  Certificates  referred  to in the
within-mentioned Agreement.



                                             DEUTSCHE BANK TRUST COMPANY
                                             AMERICAS,
                                             as Certificate Registrar



                                             By:________________________________
                                                Authorized Signatory


                                      129
<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED,  the  undersigned  hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please  print  or  typewrite  name and  address  including  postal  zip code of
assignee) 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.


                                      130
<PAGE>


                                                               EXHIBIT ELEVEN -B

         FORM OF PERMANENT REGULATION S GLOBAL CLASS SB-[_] CERTIFICATE

        THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT TO THE CLASS A
CERTIFICATES  AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
HEREIN).

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),  TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT,  AND ANY CERTIFICATE
ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO.  OR IN SUCH  OTHER  NAME AS IS
REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS MADE TO
CEDE  &  CO.  OR  TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        SOLELY FOR U.S.  FEDERAL  INCOME TAX  PURPOSES,  THIS  CERTIFICATE  IS A
"REGULAR  INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE
TERMS ARE  DEFINED,  RESPECTIVELY,  IN  SECTIONS  860G AND 860D OF THE  INTERNAL
REVENUE CODE OF 1986 (THE "CODE")  COUPLED WITH  INTERESTS IN THE SWAP AGREEMENT
AND THE SB-AM SWAP AGREEMENT.

        ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT
SUCH  TRANSFEREE  IS NOT AN EMPLOYEE  BENEFIT PLAN OR OTHER PLAN OR  ARRANGEMENT
SUBJECT TO THE  PROHIBITED  TRANSACTION  PROVISIONS  OF THE EMPLOYEE  RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
OR A PERSON (INCLUDING AN INSURANCE  COMPANY  INVESTING ITS GENERAL ACCOUNT,  AN
INVESTMENT  MANAGER,  A NAMED  FIDUCIARY  OR A TRUSTEE  OF ANY SUCH PLAN) WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION.

        NO TRANSFER  OF THIS  CERTIFICATE  OR  INTEREST  HEREIN MAY BE MADE BY A
HOLDER OF THIS CERTIFICATE UNLESS THAT TRANSFER IS MADE PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE 1933  ACT,  AND  EFFECTIVE  REGISTRATION  OR
QUALIFICATION   UNDER  APPLICABLE  STATE  SECURITIES  LAWS,  OR  IS  MADE  IN  A
TRANSACTION   THAT  DOES  NOT  REQUIRE  SUCH   REGISTRATION  OR   QUALIFICATION.
FURTHERMORE,  THE  AGREEMENT  PROVIDES THAT NO TRANSFER OF THIS  CERTIFICATE  OR
INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS  CERTIFICATE  EXCEPT (I) OUTSIDE
THE UNITED STATES TO ENTITIES  WHICH ARE NOT U.S.  PERSONS WITHIN THE MEANING OF


                                      131
<PAGE>


REGULATION  S UNDER THE 1933 ACT OR (II) IN RELIANCE ON RULE 144A UNDER THE 1933
ACT ("RULE 144A") TO A QUALIFIED  INSTITUTIONAL  BUYER (AS DEFINED IN RULE 144A)
THAT IS ACQUIRING THIS CERTIFICATE OR INTEREST HEREIN FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER.

        EACH HOLDER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE  ACKNOWLEDGED AND
AGREED THAT (I) IT IS (A) A QUALIFIED  INSTITUTIONAL BUYER AND IS ACQUIRING THIS
CERTIFICATE FOR ITS OWN INSTITUTIONAL  ACCOUNT OR FOR THE ACCOUNT OR ACCOUNTS OF
A QUALIFIED INSTITUTIONAL BUYER, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS CERTIFICATE OUTSIDE THE UNITED STATES (A "REGULATION S PURCHASER"); (II) IT
UNDERSTANDS  THAT THIS  CERTIFICATE IS BEING  TRANSFERRED TO IT IN A TRANSACTION
NOT INVOLVING ANY PUBLIC  OFFERING WITHIN THE MEANING OF THE 1933 ACT, AND THAT,
IF IN THE  FUTURE IT  DECIDES  TO  RESELL,  PLEDGE OR  OTHERWISE  TRANSFER  THIS
CERTIFICATE,  THIS  CERTIFICATE  MAY BE RESOLD,  PLEDGED OR TRANSFERRED  ONLY IN
ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS  AND (A) IN A  TRANSACTION
MEETING THE  REQUIREMENTS  OF RULE 144A, TO A PERSON THAT THE SELLER  REASONABLY
BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER THAT PURCHASES FOR ITS OWN ACCOUNT
(OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED  INSTITUTIONAL BUYER) AND TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF  REGULATION  S; AND (III) IF THE HOLDER IS A REGULATION  S PURCHASER,  IT
UNDERSTANDS  THAT THIS  CERTIFICATE HAS NOT AND WILL NOT BE REGISTERED UNDER THE
1933 ACT, THAT ANY OFFERS, SALES OR DELIVERIES OF THIS CERTIFICATE IN THE UNITED
STATES OR TO U.S.  PERSONS  PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE  CLOSING
DATE MAY CONSTITUTE A VIOLATION OF UNITED STATES LAW, AND THAT  DISTRIBUTIONS OF
PRINCIPAL  AND  INTEREST  WILL BE  MADE IN  RESPECT  OF SUCH  CERTIFICATES  ONLY
FOLLOWING THE DELIVERY BY THE HOLDER OF A CERTIFICATION  OF NON-U.S.  BENEFICIAL
OWNERSHIP  OR THE  EXCHANGE OF  BENEFICIAL  INTEREST IN  TEMPORARY  REGULATION S
GLOBAL OFFERED  CERTIFICATES FOR BENEFICIAL  INTERESTS IN THE RELATED  PERMANENT
REGULATION S GLOBAL OFFERED CERTIFICATES (WHICH IN EACH CASE WILL ITSELF REQUIRE
A  CERTIFICATION  OF  NON-U.S.  BENEFICIAL  OWNERSHIP),  AT THE TIMES AND IN THE
MANNER SET FORTH IN THE AGREEMENT.

        THE HOLDER OF THIS  CERTIFICATE  DESIRING TO EFFECT ANY TRANSFER,  SALE,
PLEDGE OR OTHER DISPOSITION SHALL, AND BY ACCEPTANCE OF THIS CERTIFICATE WILL BE
DEEMED TO HAVE AGREED TO,  INDEMNIFY  THE  TRUSTEE,  THE  DEPOSITOR,  THE MASTER
SERVICER AND THE CERTIFICATE  REGISTRAR AGAINST ANY LIABILITY THAT MAY RESULT IF
THE TRANSFER,  SALE, PLEDGE OR OTHER DISPOSITION IS NOT SO EXEMPT OR IS NOT MADE
IN ACCORDANCE WITH SUCH FEDERAL AND STATE LAWS AND THE AGREEMENT.


                                      132
<PAGE>


CUSIP: _____________________                  Certificate No. SB-[__]-1

Date of Pooling and Servicing Agreement       Percentage Interest: [__]%
and Cut-off Date:  September 1, 2006

First Distribution Date: October 25, 2006     Aggregate Initial Notional Balance
                                              of the Class SB-[_] Certificates:
                                              $____________________

Master Servicer:                              Initial Notional Balance
Residential Funding Corporation               of this Class SB-[_] Certificate:
                                              $____________________

Maturity Date:
__________ __, 20__



                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2006-QA8

        evidencing a percentage  interest in the distributions  allocable
        to the Class  SB-[_]  Certificates  with  respect to a Trust Fund
        consisting  primarily of a pool of fixed and adjustable  interest
        rate,   first  lien  mortgage   loans  on  one-  to   four-family
        residential   properties  sold  by  RESIDENTIAL   ACCREDIT  LOANS
        INCORPORATED

        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 INCORPORATED, the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed  or  insured  by any  governmental  agency or  instrumentality  or by
RESIDENTIAL ACCREDIT LOANS INCORPORATED, the Master Servicer, the Trustee or any
of their affiliates.  None of the Depositor, the Master Servicer or any of their
affiliates  will have any  obligation  with respect to any  certificate or other
obligation secured by or payable from payments on the Certificates.

        This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain  distributions with respect to
the Trust Fund  consisting  primarily  of an  interest  in a pool of  adjustable
interest  rate,  first lien mortgage  loans on one- to  four-family  residential
properties,  sold by RESIDENTIAL ACCREDIT LOANS INCORPORATED (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 Deutsche  Bank Trust Company  Americas,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of


                                      133
<PAGE>


which is set forth hereafter.  To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement.  This Certificate
is issued under and is subject to the terms,  provisions  and  conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of the
acceptance hereof, assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the  close of  business  on the last  Business  Day of the  month
immediately  preceding the month of such distribution (the "Record Date"),  from
the  Available  Distribution  Amount in an amount  equal to the  product  of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal,  if any,  required  to be  distributed  to  Holders  of Class  SB-[_]
Certificates on such Distribution Date.

        Distributions  on this  Certificate  will be made  either by the  Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in St.  Paul,Minnesota.  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.

        Any Transferee of this Certificate will be deemed to have represented by
virtue of its purchase or holding of this Certificate (or interest therein) that
either  such  transferee  is not an  employee  benefit  plan  or  other  plan or
arrangement  subject to the  prohibited  transaction  provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code or a person  (including  an  insurance  company  investing  its general
account, an investment manager, a named fiduciary or a trustee of any such plan)
who is using "plan assets" of any such plan to effect such acquisition.

        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.


                                      134
<PAGE>


        As provided in the  Agreement,  withdrawals  from the Custodial  Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the  Master  Servicer  from  time to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement  to the  Depositor  and the Master  Servicer of advances  made, or
certain expenses incurred, by either of them.

        The Agreement permits,  with certain  exceptions  therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the  Depositor,  the  Master  Servicer  and the  Trustee  and the  rights of the
Certificateholders  under the Agreement from time to time by the Depositor,  the
Master  Servicer and the Trustee with the consent of the Holders of Certificates
evidencing  in the aggregate  not less than 66% of the  Percentage  Interests of
each Class of Certificates  affected thereby.  Any such consent by the Holder of
this  Certificate  shall be  conclusive  and binding on such Holder and upon all
future  holders  of this  Certificate  and of any  Certificate  issued  upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the  Certificate.  The  Agreement  also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain  additional  circumstances,  without the
consent of the Holders of certain Classes of Certificates.

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or  agencies  appointed  by the  Trustee in St.  Paul,  Minnesota,  duly
endorsed by, or  accompanied by an assignment in the form below or other written
instrument of transfer in form  satisfactory  to the Trustee and the Certificate
Registrar  duly  executed by the Holder  hereof or such  Holder's  attorney duly
authorized in writing,  and thereupon one or more new Certificates of authorized
denominations  evidencing the same Class and aggregate  Percentage Interest will
be issued to the designated transferee or transferees.

        The  Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.

        No service charge will be made for any such  registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        The  Depositor,  the  Master  Servicer,  the  Trustee,  the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,  the
Master  Servicer,  the  Trustee or any such agent shall be affected by notice to
the contrary.


                                      135
<PAGE>


        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 Holder of the
Class SB  Certificates  or the Master  Servicer,  as described in the Agreement,
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such  Mortgage  Loans or the  Certificates,  in either  case  thereby
effecting early retirement of the Certificates.  The Agreement permits, but does
not require, the Holder of the Class SB Certificates or the Master Servicer,  as
described in the Agreement,  (i) to purchase,  at a price determined as provided
in the  Agreement,  all remaining  Mortgage  Loans and all property  acquired in
respect of any Mortgage Loan or (ii) to purchase in whole,  but not in part, all
of the Certificates from the Holders thereof, provided, that any such option may
only be exercised if the Stated  Principal  Balance  before giving effect to the
distributions to be made on such  Distribution Date of the Mortgage Loans, as of
the  Distribution  Date  upon  which  the  proceeds  of any  such  purchase  are
distributed is less than ten percent of the Cut-off Date Balance.

        Unless the certificate of authentication hereon has been executed by the
Certificate  Registrar  by  manual  signature,  this  Certificate  shall  not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      136
<PAGE>


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

                                             DEUTSCHE BANK TRUST COMPANY
                                             AMERICAS,
                                             as Trustee




                                             By:________________________________
                                                 Authorized Signatory

Dated:_____________________


                          CERTIFICATE OF AUTHENTICATION

        This  is  one  of  the  Class  SB-[_]  Certificates  referred  to in the
within-mentioned Agreement.



                                             DEUTSCHE BANK TRUST COMPANY
                                             AMERICAS,
                                             as Certificate Registrar



                                             By:________________________________
                                                Authorized Signatory


                                      137
<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED,  the  undersigned  hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please  print  or  typewrite  name and  address  including  postal  zip code of
assignee) 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.


                                      138
<PAGE>


                                                                EXHIBIT ELEVEN-C

               TEMPORARY REGULATION S GLOBAL CLASS SB CERTIFICATE

        THIS  CERTIFICATE  IS A TEMPORARY  REGULATION S GLOBAL  CERTIFICATE  FOR
PURPOSES OF  REGULATION S UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "1933 ACT").  NEITHER THIS  TEMPORARY  REGULATION S GLOBAL CLASS SB
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS
PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT.

        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.

        THIS  CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND
CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).

        SOLELY FOR U.S.  FEDERAL  INCOME TAX  PURPOSES,  THIS  CERTIFICATE  IS A
"REGULAR  INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE
TERMS ARE  DEFINED,  RESPECTIVELY,  IN  SECTIONS  860G AND 860D OF THE  INTERNAL
REVENUE CODE OF 1986 (THE "CODE")  COUPLED WITH  INTERESTS IN THE SWAP AGREEMENT
AND THE SB-AM SWAP AGREEMENT.

        ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT
SUCH  TRANSFEREE  IS NOT AN EMPLOYEE  BENEFIT PLAN OR OTHER PLAN OR  ARRANGEMENT
SUBJECT TO THE  PROHIBITED  TRANSACTION  PROVISIONS  OF THE EMPLOYEE  RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE CODE
OR A PERSON (INCLUDING AN INSURANCE  COMPANY  INVESTING ITS GENERAL ACCOUNT,  AN
INVESTMENT  MANAGER,  A NAMED  FIDUCIARY  OR A TRUSTEE  OF ANY SUCH PLAN) WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION.

        NO TRANSFER  OF THIS  CERTIFICATE  OR  INTEREST  HEREIN MAY BE MADE BY A
HOLDER OF THIS CERTIFICATE UNLESS THAT TRANSFER IS MADE PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE 1933  ACT,  AND  EFFECTIVE  REGISTRATION  OR
QUALIFICATION   UNDER  APPLICABLE  STATE  SECURITIES  LAWS,  OR  IS  MADE  IN  A


                                      139
<PAGE>


TRANSACTION   THAT  DOES  NOT  REQUIRE  SUCH   REGISTRATION  OR   QUALIFICATION.
FURTHERMORE,  THE  AGREEMENT  PROVIDES THAT NO TRANSFER OF THIS  CERTIFICATE  OR
INTEREST HEREIN MAY BE MADE BY A HOLDER OF THIS  CERTIFICATE  EXCEPT (I) OUTSIDE
THE UNITED STATES TO ENTITIES  WHICH ARE NOT U.S.  PERSONS WITHIN THE MEANING OF
REGULATION  S UNDER THE 1933 ACT OR (II) IN RELIANCE ON RULE 144A UNDER THE 1933
ACT ("RULE 144A") TO A QUALIFIED  INSTITUTIONAL  BUYER (AS DEFINED IN RULE 144A)
THAT IS ACQUIRING THIS CERTIFICATE OR INTEREST HEREIN FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER.

        EACH HOLDER OF THIS CERTIFICATE WILL BE DEEMED TO HAVE  ACKNOWLEDGED AND
AGREED THAT (I) IT IS (A) A QUALIFIED  INSTITUTIONAL BUYER AND IS ACQUIRING THIS
CERTIFICATE FOR ITS OWN INSTITUTIONAL  ACCOUNT OR FOR THE ACCOUNT OR ACCOUNTS OF
A QUALIFIED INSTITUTIONAL BUYER, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS CERTIFICATE OUTSIDE THE UNITED STATES (A "REGULATION S PURCHASER"); (II) IT
UNDERSTANDS  THAT THIS  CERTIFICATE IS BEING  TRANSFERRED TO IT IN A TRANSACTION
NOT INVOLVING ANY PUBLIC  OFFERING WITHIN THE MEANING OF THE 1933 ACT, AND THAT,
IF IN THE  FUTURE IT  DECIDES  TO  RESELL,  PLEDGE OR  OTHERWISE  TRANSFER  THIS
CERTIFICATE,  THIS  CERTIFICATE  MAY BE RESOLD,  PLEDGED OR TRANSFERRED  ONLY IN
ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS  AND (A) IN A  TRANSACTION
MEETING THE  REQUIREMENTS  OF RULE 144A, TO A PERSON THAT THE SELLER  REASONABLY
BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER THAT PURCHASES FOR ITS OWN ACCOUNT
(OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED  INSTITUTIONAL BUYER) AND TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF  REGULATION  S; AND (III) IF THE HOLDER IS A REGULATION  S PURCHASER,  IT
UNDERSTANDS  THAT THIS  CERTIFICATE HAS NOT AND WILL NOT BE REGISTERED UNDER THE
1933 ACT, THAT ANY OFFERS, SALES OR DELIVERIES OF THIS CERTIFICATE IN THE UNITED
STATES OR TO U.S.  PERSONS  PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE  CLOSING
DATE MAY CONSTITUTE A VIOLATION OF UNITED STATES LAW, AND THAT  DISTRIBUTIONS OF
PRINCIPAL  AND  INTEREST  WILL BE  MADE IN  RESPECT  OF SUCH  CERTIFICATES  ONLY
FOLLOWING THE DELIVERY BY THE HOLDER OF A CERTIFICATION  OF NON-U.S.  BENEFICIAL
OWNERSHIP  OR THE  EXCHANGE OF  BENEFICIAL  INTEREST IN  TEMPORARY  REGULATION S
GLOBAL OFFERED  CERTIFICATES FOR BENEFICIAL  INTERESTS IN THE RELATED  PERMANENT
REGULATION S GLOBAL OFFERED CERTIFICATES (WHICH IN EACH CASE WILL ITSELF REQUIRE
A  CERTIFICATION  OF  NON-U.S.  BENEFICIAL  OWNERSHIP),  AT THE TIMES AND IN THE
MANNER SET FORTH IN THE AGREEMENT.


                                      140
<PAGE>


        THE HOLDER OF THIS  CERTIFICATE  DESIRING TO EFFECT ANY TRANSFER,  SALE,
PLEDGE OR OTHER DISPOSITION SHALL, AND BY ACCEPTANCE OF THIS CERTIFICATE WILL BE
DEEMED TO HAVE AGREED TO,  INDEMNIFY  THE  TRUSTEE,  THE  DEPOSITOR,  THE MASTER
SERVICER AND THE CERTIFICATE  REGISTRAR AGAINST ANY LIABILITY THAT MAY RESULT IF
THE TRANSFER,  SALE, PLEDGE OR OTHER DISPOSITION IS NOT SO EXEMPT OR IS NOT MADE
IN ACCORDANCE WITH SUCH FEDERAL AND STATE LAWS AND THE AGREEMENT.


CUSIP: 748939 AM 7                            Certificate No. SB

Date of Pooling and Servicing Agreement       Percentage Interest: 100.00%
and Cut-off Date:  September 1, 2006

First Distribution Date: October 25, 2006     Aggregate Initial Notional Balance
                                              of the Class SB Certificates:
                                              $___________________

Master Servicer:                              Initial Notional Balance
Residential Funding Corporation               of this Class SB Certificate:
                                              $___________________

Maturity Date:
September 25, 2036


                 MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
                                 SERIES 2006-QA8

        evidencing a percentage  interest in the distributions  allocable
        to the  Class  SB  Certificates  with  respect  to a  Trust  Fund
        consisting  primarily of a pool of fixed and adjustable  interest
        rate,  first  lien  mortgage  loans  mortgage  loans  on  one- to
        four-family  residential  properties 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 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 any of
their  affiliates.  None of the Depositor,  the Master  Servicer or any of their
affiliates  will have any  obligation  with respect to any  certificate or other
obligation secured by or payable from payments on the Certificates.


                                      141
<PAGE>


        This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain  distributions with respect to
the Trust Fund  consisting  primarily  of an  interest  in a pool of  adjustable
interest  rate,  first lien mortgage  loans on one- to  four-family  residential
properties,  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 Deutsche  Bank Trust Company  Americas,  as
trustee (the  "Trustee"),  a summary of certain of the  pertinent  provisions of
which is set forth hereafter.  To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement.  This Certificate
is issued under and is subject to the terms,  provisions  and  conditions of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of the
acceptance hereof, assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the close of business on the Business Day  immediately  preceding
that  Distribution  Date  (the  "Record  Date"),   from  the  related  Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal,  if any,
required  to be  distributed  to  Holders  of  Class  SB  Certificates  on  such
Distribution Date.

        Distributions  on this  Certificate  will be made  either by the  Master
Servicer  acting on behalf of the Trustee or by a Paying Agent  appointed by the
Trustee in immediately  available  funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master  Servicer or such Paying Agent,  or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in St. Paul,  Minnesota.  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.

        Any Transferee of this Certificate will be deemed to have represented by
virtue of its purchase or holding of this Certificate (or interest therein) that
either  such  transferee  is not an  employee  benefit  plan  or  other  plan or
arrangement  subject to the  prohibited  transaction  provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code or a person  (including  an  insurance  company  investing  its general
account, an investment manager, a named fiduciary or a trustee of any such plan)
who is using "plan assets" of any such plan to effect such acquisition.


                                      142
<PAGE>


        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 in St.  Paul,  Minnesota,  duly
endorsed by, or  accompanied by an assignment in the form below or other written
instrument of transfer in form  satisfactory  to the Trustee and the Certificate
Registrar  duly  executed by the Holder  hereof or such  Holder's  attorney duly
authorized in writing,  and thereupon one or more new Certificates of authorized
denominations  evidencing the same Class and aggregate  Percentage Interest will
be issued to the designated transferee or transferees.

        The  Certificates are issuable only as registered  Certificates  without
coupons in Classes and in denominations  specified in the Agreement. As provided
in  the  Agreement  and  subject  to  certain  limitations  therein  set  forth,
Certificates are  exchangeable for new Certificates of authorized  denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.


                                      143
<PAGE>


        No service charge will be made for any such  registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        The  Depositor,  the  Master  Servicer,  the  Trustee,  the  Certificate
Registrar and any agent of the Depositor,  the Master  Servicer,  the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor,  the
Master  Servicer,  the  Trustee or any such agent shall be affected by notice to
the contrary.

        This  Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation of the last Mortgage Loan subject thereto
or the disposition of all property  acquired upon foreclosure or deed in lieu of
foreclosure  of any  Mortgage  Loan,  and (ii) the purchase by the Holder of the
Class SB  Certificates  or the Master  Servicer,  as described in the Agreement,
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such  Mortgage  Loans or the  Certificates,  in either  case  thereby
effecting early retirement of the Certificates.  The Agreement permits, but does
not require the Holder of the Class SB Certificates or the Master  Servicer,  as
described in the Agreement,  (i) to purchase,  at a price determined as provided
in the  Agreement,  all remaining  Mortgage  Loans and all property  acquired in
respect of any Mortgage Loan or (ii) to purchase in whole,  but not in part, all
of the Certificates from the Holders thereof, provided, that any such option may
only be exercised if the Stated  Principal  Balance  before giving effect to the
distributions to be made on such  Distribution Date of the Mortgage Loans, as of
the  Distribution  Date  upon  which  the  proceeds  of any  such  purchase  are
distributed is less than ten percent of the Cut-off Date Balance.

        Unless the certificate of authentication hereon has been executed by the
Certificate  Registrar  by  manual  signature,  this  Certificate  shall  not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      144
<PAGE>


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

                                             DEUTSCHE BANK TRUST COMPANY
                                             AMERICAS,
                                             as Trustee




                                             By:________________________________
                                                 Authorized Signatory

Dated:_____________________


                          CERTIFICATE OF AUTHENTICATION

        This  is  one  of  the  Class  SB   Certificates   referred  to  in  the
within-mentioned Agreement.



                                             DEUTSCHE BANK TRUST COMPANY
                                             AMERICAS,
                                             as Certificate Registrar



                                             By:________________________________
                                                Authorized Signatory


                                      145
<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED,  the  undersigned  hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please  print  or  typewrite  name and  address  including  postal  zip code of
assignee) 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.


                                      146
<PAGE>
</TEXT>
</DOCUMENT>
