POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RFMSI Series 2005-S3 Trus | RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., | RESIDENTIAL FUNDING CORPORATION, | U.S. BANK NATIONAL ASSOCIATION,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/13/2005

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

SERIES SUPPLEMENT,

DATED AS OF MARCH 1, 2005,

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

DATED AS OF DECEMBER 1, 2004

Mortgage Pass-Through Certificates

Series 2005-S3

<PAGE>

<TABLE>

TABLE OF CONTENTS

PAGE

<S> <C>

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

Section 1.01 Definitions................................................................3

Section 1.02 Use of Words and Phrases..................................................12

ARTICLE II ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES13

Section 2.01 Conveyance of Mortgage Loans..............................................13

Section 2.02 Acceptance by Trustee.....................................................13

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

Company. ...........................................................13

Section 2.04 Representations and Warranties of Sellers.................................16

Section 2.05 Execution and Authentication of Certificates..............................16

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................17

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................18

Section 4.01 Certificate Account.......................................................18

Section 4.02 Distributions.............................................................18

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

Reporting.................................................................25

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

Servicer..................................................................25

Section 4.05 Allocation of Realized Losses.............................................25

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.............27

Section 4.07 Optional Purchase of Defaulted Mortgage Loans.............................27

Section 4.08 Surety Bond...............................................................27

ARTICLE V THE CERTIFICATES..........................................................28

ARTICLE VI THE COMPANY AND THE MASTER SERVICER.......................................29

ARTICLE VII DEFAULT...................................................................30

ARTICLE VIII CONCERNING THE TRUSTEE....................................................31

ARTICLE IX TERMINATION...............................................................32

Section 9.01 Optional Purchase by Residential Funding of All Certificates; Termination Upon

Purchase by Residential Funding or Liquidation of All Mortgage Loans......32

Section 9.02 Additional Termination Requirements.......................................33

Section 9.03 Termination of Multiple REMICs............................................33

<PAGE>

ARTICLE X REMIC PROVISIONS..........................................................34

Section 10.01 REMIC Administration......................................................34

Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. ( See Section

10.02 of the Standard Terms)..............................................34

Section 10.03 Designation of REMIC(s)...................................................34

Section 10.04 Distributions on the Uncertificated Class A-V REMIC Regular Interests.....34

Section 10.05 Compliance with Withholding Requirements..................................35

ARTICLE XI MISCELLANEOUS PROVISIONS..................................................36

Section 11.01 Amendment.................................................................36

Section 11.02 Recordation of Agreement, Counterparts....................................36

Section 11.03 Limitation on Rights of Certificateholders................................36

Section 11.04 Governing Laws............................................................36

Section 11.05 Notices...................................................................36

Section 11.06 Required Notices to Rating Agency and Subservicer.........................37

Section 11.07 Severability of Provisions................................................37

Section 11.08 Supplemental Provisions for Resecuritization..............................37

Section 11.09 Allocation of Voting Rights...............................................37

</TABLE>

<PAGE>

EXHIBITS

Exhibit One: Mortgage Loan Schedule

Exhibit Two: Schedule of Discount Fractions

Exhibit Three: Information to be Included in

Monthly Distribution Date Statement

Exhibit Four: Standard Terms of Pooling and Servicing

Agreement dated as of December 1, 2004

iii

<PAGE>

This is a Series Supplement, dated as of March 1, 2005 (the "Series

Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as

of December 1, 2004 and attached as Exhibit Four hereto (the "Standard Terms"

and, together with this Series Supplement, the "Pooling and Servicing Agreement"

or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, 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 U.S. BANK NATIONAL

ASSOCIATION, as Trustee (together with its permitted successors and assigns, the

"Trustee").

PRELIMINARY STATEMENT

The Company intends to sell Mortgage 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 Trust Fund. As provided herein, the REMIC Administrator will make an

election to treat the entire segregated pool of assets described in the

definition of Trust Fund, and subject to this Agreement (including the Mortgage

Loans but excluding the Initial Monthly Payment Fund), as a real estate mortgage

investment conduit (the "REMIC") for federal income tax purposes.

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. Any cross-reference to a section of the Pooling and

Servicing Agreement, to the extent the terms of the Standard Terms and Series

Supplement conflict with respect to that section, shall be a cross-reference to

the related section of the Series Supplement. 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 the

Series Supplement.

<PAGE>

The following table sets forth the designation, type, Pass-Through Rate,

aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings

and certain features for each Class of Certificates comprising the interests in

the Trust Fund created hereunder.

<TABLE>

Aggregate Initial

Certificate Maturity Moody's/ Minimum

Designation Pass-Through Rate Principal Balance Features1 Date Fitch Denominations2

Class A-1 4.75% $179,983,000.00 Senior March 25, 2020 Aaa/AAA $25,000

Class A-P 0.00% $ 822,768.49 Senior/Principal Only March 25, 2020 Aaa/AAA $25,000

Senior/Interest

Class A-V Variable Rate $ 0.00 Only/ Variable Rate March 25, 2020 Aaa/AAA $2,000,000

Senior/Residual/Fixed

Class R 4.75% $ 100.00 Rate March 25, 2020 Aaa/AAA 20%

Class M-1 4.75% $ 1,098,600.00 Mezzanine/Fixed Rate March 25, 2020 NA/AA $25,000

Class M-2 4.75% $ 366,200.00 Mezzanine/Fixed Rate March 25, 2020 NA/A $250,000

Class M-3 4.75% $ 274,600.00 Mezzanine/Fixed Rate March 25, 2020 NA/BBB $250,000

Subordinate/Fixed

Class B-1 4.75% $ 183,100.00 Rate March 25, 2020 NA/BB $183,100

Subordinate/Fixed

Class B-2 4.75% $ 183,100.00 Rate March 25, 2020 NA/B $183,100

Subordinate/Fixed

Class B-3 4.75% $ 183,128.93 Rate March 25, 2020 NA/NA $183,128

</TABLE>

The Mortgage Loans have an aggregate principal balance as of the Cut-off

Date of $183,594,097.42.

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

the Master Servicer and the Trustee agree as follows:

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

1 The Class A Certificates and Class M Certificates shall be Book-Entry

Certificates. The Class R Certificates and Class B Certificates shall be

delivered to the holders thereof in physical form.

2 The Certificates, other than the Class R Certificates, shall be issuable in

minimum dollar denominations as indicated above (by Certificate Principal

Balance or Notional Amount, as applicable) and integral multiples of $1 (or in

the case of the Class B-1, Class B-2 and Class B-3 Certificates, in an amount

equal to the entire Certificate Balance of the related class) in excess thereof.

The Class R Certificates shall be issuable in minimum denominations of not less

than a 20% Percentage Interest; provided, however, that one Class R Certificate

will be issuable to Residential Funding as "tax matters person" pursuant to

Section 10.01(c) and (e) in a minimum denomination representing a Percentage

Interest of not less than 0.01%.

<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.

Bankruptcy Amount: As of any date of determination prior to the first

anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)

$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to

one or more specific Classes of Certificates in accordance with Section 4.05 of

this Series Supplement. As of any date of determination on or after the first

anniversary of the Cut-off Date, an amount equal to the excess, if any, of

(1) the lesser of (a) the Bankruptcy Amount calculated as of the

close of business on the Business Day immediately preceding the most

recent anniversary of the Cut-off Date coinciding with or preceding such

date of determination (or, if such date of determination is an

anniversary of the Cut-off Date, the Business Day immediately preceding

such date of determination) (for purposes of this definition, the

"Relevant Anniversary") and (b) the greater of

(A) the greater of (i) 0.0006 times the aggregate

principal balance of all the Mortgage Loans in the Mortgage Pool

as of the Relevant Anniversary (other than Additional Collateral

Loans, if any) having a Loan-to-Value Ratio at origination which

exceeds 75% and (ii) $100,000; and

(B) the greater of (i) the product of (x) an amount equal

to the largest difference in the related Monthly Payment for any

Non-Primary Residence Loan remaining in the Mortgage Pool (other

than Additional Collateral Loans, if any) which had an original

Loan-to-Value Ratio of 80% or greater that would result if the

Net Mortgage Rate thereof was equal to the weighted average

(based on the principal balance of the Mortgage Loans as of the

Relevant Anniversary) of the Net Mortgage Rates of all Mortgage

Loans as of the Relevant Anniversary less 1.25% per annum, (y) a

number equal to the weighted average remaining term to maturity,

in months, of all Non-Primary Residence Loans remaining in the

Mortgage Pool as of the Relevant Anniversary, and (z) one plus

the quotient of the number of all Non-Primary Residence Loans

remaining in the Mortgage Pool divided by the total number of

Outstanding Mortgage Loans in the Mortgage Pool as of the

Relevant Anniversary, and (ii) $50,000,

over

(2) the aggregate amount of Bankruptcy Losses allocated solely to

one or more specific Classes of Certificates in accordance with Section

4.05 since the Relevant Anniversary.

<PAGE>

The Bankruptcy Amount may be further reduced by the Master Servicer

(including accelerating the manner in which such coverage is reduced) provided

that prior to any such reduction, the Master Servicer shall (i) obtain written

confirmation from each Rating Agency that such reduction shall not reduce the

rating assigned to any Class of Certificates by such Rating Agency below the

lower of the then-current rating or the rating assigned to such Certificates as

of the Closing Date by such Rating Agency and (ii) provide a copy of such

written confirmation to the Trustee.

Certificate: Any Class A, Class M, Class B 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 "U.S. Bank National Association, as trustee, in trust for the

registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage

Pass-Through Certificates, Series 2005-S3" and which must be an Eligible

Account.

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, minus

(iii) 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 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 evidenced 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.

Class A Certificate: Any one of the Class A-1, Class A-P or Class A-V

Certificates, executed by the Trustee and authenticated by the Certificate

Registrar substantially in the form annexed to the Standard Terms as Exhibit A.

Class R Certificate: Any one of the Class R Certificates executed by the

Trustee and authenticated by the Certificate Registrar substantially in the form

annexed to the Standard Terms as Exhibit D and evidencing an interest designated

as a "residual interest" in the REMIC for purposes of the REMIC Provisions.

Closing Date: March 30, 2005.

<PAGE>

Corporate Trust Office: The principal office of the Trustee at which at any

particular time its corporate trust business with respect to this Agreement

shall be administered, which office at the date of the execution of this

instrument is located at U.S. Bank National Association, U.S. Bank Corporate

Trust Services, EP-MN-WS3D, 60 Livingston Avenue, St. Paul, Minnesota 55107,

Attention: Residential Funding Corporation Series 2005-S3.

Cut-off Date: March 1, 2005.

Determination Date: With respect to any Distribution Date, the second

Business Day prior to such Distribution Date.

Discount Net Mortgage Rate: 4.75% per annum.

Due Period: With respect to each Distribution Date and any Mortgage Loan,

the calendar month of such Distribution Date.

Eligible Funds: On any Distribution Date, the portion, if any, of the

Available Distribution Amount remaining after reduction by the sum of (i) the

aggregate amount of Accrued Certificate Interest on the Senior Certificates,

(ii) the Senior Principal Distribution Amount (determined without regard to

Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P

Principal Distribution Amount (determined without regard to Section

4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of

Accrued Certificate Interest on the Class M, Class B-1 and Class B-2

Certificates.

Fraud Loss Amount: As of any date of determination after the Cut-off

Date, an amount equal to: (X) prior to the first anniversary of the Cut-off

Date, an amount equal to 2.25% of the aggregate outstanding principal balance of

all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of

Fraud Losses allocated solely to one or more specific Classes of Certificates in

accordance with Section 4.05 of this Series Supplement since the Cut-off Date up

to such date of determination, (Y) prior to the second anniversary of the

Cut-off Date, an amount equal to 1.50% of the aggregate outstanding principal

balance of all of the Mortgage Loans as of the Cut-off Date minus the aggregate

amount of Fraud Losses allocated solely to one or more specific Classes of

Certificates in accordance with Section 4.05 of this Series Supplement since the

Cut-off Date up to such date of determination and (Z) from the third to the

fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a)

the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and

(b) 1.00% of the aggregate outstanding principal balance of all of the Mortgage

Loans as of the most recent anniversary of the Cut-off Date minus (2) the

aggregate amount of Fraud Losses allocated solely to one or more specific

Classes of Certificates in accordance with Section 4.05 of this Series

Supplement since the most recent anniversary of the Cut-off Date up to such date

of determination. On and after the fifth anniversary of the Cut-off Date, the

Fraud Loss Amount shall be zero.

The Fraud Loss Amount may be further reduced by the Master Servicer

(including accelerating the manner in which such coverage is reduced) provided

that prior to any such reduction, the Master Servicer shall (i) obtain written

confirmation from each Rating Agency that such reduction shall not reduce the

rating assigned to any Class of Certificates by such Rating Agency below the

lower of the then-current rating or the rating assigned to such Certificates as

of the Closing Date by such Rating Agency and (ii) provide a copy of such

written confirmation to the Trustee.

<PAGE>

Initial Monthly Payment Fund: $80,707 representing scheduled principal

amortization and interest at the Net Mortgage Rate during the month of March

2005, for those Mortgage Loans for which the Trustee will not be entitled to

receive such payment in accordance with the definition of "Trust Fund". The

Initial Monthly Payment Fund will not be part of any REMIC.

Initial Notional Amount: With respect to any Class A-V Certificates or

Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date

Principal Balance of the Mortgage Loans corresponding to the Uncertificated

Class A-V REMIC Regular Interests represented by such Class or Subclass on such

date.

Initial Subordinate Class Percentage: With respect to each Class of

Subordinate Certificates, an amount which is equal to the initial aggregate

Certificate Principal Balance of such Class of Subordinate Certificates divided

by the aggregate Stated Principal Balance of all the Mortgage Loans as of the

Cut-off Date as follows:

Class M-1: 0.60% Class B-1: 0.10%

Class M-2: 0.20% Class B-2: 0.10%

Class M-3: 0.15% Class B-3: 0.10%

Interest Accrual Period: With respect to any Certificates and any

Distribution Date, the calendar month preceding the month in which such

Distribution Date occurs.

Interest Only Certificates: Any one of the Class A-V Certificates. The

Interest Only Certificates will have no Certificate Principal Balance.

Maturity Date: With respect to each Class of Certificates, March 25,

2020, the Distribution Date immediately following the latest scheduled maturity

date of any Mortgage Loan.

Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached

hereto as Exhibit One (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:

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

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

(d) the Subservicer pass-through rate ("CURR NET");

(e) the Net Mortgage Rate ("NET MTG RT");

(f) the Pool Strip Rate ("STRIP");

(g) the initial scheduled monthly payment of principal, if any,

and interest ("ORIGINAL P & I");

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

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

(j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")

and at which the Servicing Fee accrues ("MSTR SERV FEE");

(k) 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

(l) a code "N" under the column "OCCP CODE," indicating that the

Mortgage Loan is secured by a non-owner occupied residence.

<PAGE>

Such schedule may consist of multiple reports that collectively set forth all of

the information required.

Non-Discount Mortgage Loan: The mortgage loans other than the Discount

Mortgage Loans.

Notional Amount: As of any Distribution Date, with respect to any Class

A-V Certificates, the aggregate Stated Principal Balance of the Mortgage Loans

as of the day immediately preceding such Distribution Date (or, with respect to

the initial Distribution Date, at the close of business on the Cut-off Date).

For federal income tax purposes, as of any Distribution Date, with respect to

any Class A-V Certificates or Subclass thereof issued pursuant to Section

5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans

corresponding to the Uncertificated Class A-V REMIC Regular Interests

represented by such Class or Subclass as of the day immediately preceding such

Distribution Date (or, with respect to the initial Distribution Date, at the

close of business on the Cut-off Date).

Pass-Through Rate: With respect to the Class A Certificates (other than

the Class A-V Certificates and Principal Only Certificates), Class M

Certificates, Class B Certificates and Class R Certificates and any Distribution

Date, the per annum rates set forth in the Preliminary Statement hereto. With

respect to the Class A-V Certificates (other than any Subclass thereof) and any

Distribution Date, a rate equal to the weighted average, expressed as a

percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in

the related Due Period, weighted on the basis of the respective Stated Principal

Balances of such Mortgage Loans as of the day immediately preceding such

Distribution Date (or, with respect to the initial Distribution Date, at the

close of business on the Due Date in the month preceding the month of such

Distribution Date). With respect to the Class A-V Certificates and the initial

Distribution Date, the Pass-Through Rate is equal to 0.2163% per annum. With

respect to any Subclass of Class A-V Certificates and any Distribution Date, a

rate equal to the weighted average, expressed as a percentage, of the Pool Strip

Rates of all Mortgage Loans corresponding to the Uncertificated Class A-V REMIC

Regular Interests represented by such Subclass as of the Due Date in the related

Due Period, weighted on the basis of the respective Stated Principal Balances of

such Mortgage Loans as of the day immediately preceding such Distribution Date

(or with respect to the initial Distribution Date, at the close of business on

the Due Date in the month preceding the month of such Distribution Date). The

Principal Only Certificates have no Pass-Through Rate and are not entitled to

Accrued Certificate Interest.

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 Assumption: A prepayment assumption of 300% of the prepayment

speed assumption, used for determining the accrual of original issue discount

and market discount and premium on the Certificates for federal income tax

purposes. The prepayment speed assumption assumes a constant rate of prepayment

<PAGE>

of mortgage loans of 0.2% per annum of the then outstanding principal balance of

such mortgage loans in the first month of the life of the mortgage loans,

increasing by an additional 0.2% per annum in each succeeding month until the

thirtieth month, and a constant 6% per annum rate of prepayment thereafter for

the life of the mortgage loans.

Prepayment Distribution Percentage: With respect to any Distribution

Date and each Class of Subordinate Certificates, under the applicable

circumstances set forth below, the respective percentages set forth below:

(i) For any Distribution Date prior to the Distribution Date in April

2010 (unless the Certificate Principal Balances of the Senior

Certificates (other than the Class A-P Certificates) have been

reduced to zero), 0%.

(ii) For any Distribution Date for which clause (i) above does not

apply, and on which any Class of Subordinate Certificates is

outstanding with a Certificate Principal Balance greater than

zero:

(a) in the case of the Class of Subordinate Certificates

then outstanding with the Highest Priority and each other Class

of Subordinate Certificates for which the related Prepayment

Distribution Trigger has been satisfied, a fraction, expressed as

a percentage, the numerator of which is the Certificate Principal

Balance of such Class immediately prior to such date and the

denominator of which is the sum of the Certificate Principal

Balances immediately prior to such date of (1) the Class of

Subordinate Certificates then outstanding with the Highest

Priority and (2) all other Classes of Subordinate Certificates

for which the respective Prepayment Distribution Triggers have

been satisfied; and

(b) in the case of each other Class of Subordinate

Certificates for which the Prepayment Distribution Triggers have

not been satisfied, 0%; and

(iii) Notwithstanding the foregoing, if the application of the

foregoing percentages on any Distribution Date as provided in

Section 4.02 of this Series Supplement (determined without regard

to the proviso to the definition of "Subordinate Principal

Distribution Amount") would result in a distribution in respect

of principal of any Class or Classes of Subordinate Certificates

in an amount greater than the remaining Certificate Principal

Balance thereof (any such class, a "Maturing Class"), then: (a)

the Prepayment Distribution Percentage of each Maturing Class

shall be reduced to a level that, when applied as described

above, would exactly reduce the Certificate Principal Balance of

such Class to zero; (b) the Prepayment Distribution Percentage of

each other Class of Subordinate Certificates (any such Class, a

"Non-Maturing Class") shall be recalculated in accordance with

the provisions in paragraph (ii) above, as if the Certificate

Principal Balance of each Maturing Class had been reduced to zero

(such percentage as recalculated, the "Recalculated Percentage");

Distribution Percentages of the Maturing Class or Classes

pursuant to clause (a) of this sentence, expressed as an

<PAGE>

aggregate percentage, shall be allocated among the Non-Maturing

Classes in proportion to their respective Recalculated

Percentages (the portion of such aggregate reduction so allocated

to any Non-Maturing Class, the "Adjustment Percentage"); and (d)

for purposes of such Distribution Date, the Prepayment

Distribution Percentage of each Non-Maturing Class shall be equal

to the sum of (1) the Prepayment Distribution Percentage thereof,

calculated in accordance with the provisions in paragraph (ii)

above as if the Certificate Principal Balance of each Maturing

Class had not been reduced to zero, plus (2) the related

Adjustment Percentage.

Principal Only Certificates: Any one of the Class A-P Certificates.

Record Date: With respect to each Distribution Date and each Class of

Certificates, the close of business on the last business day of the month next

preceding the month in which the related Distribution Date occurs.

Relief Act: The Servicemembers Civil Relief Act, as amended, or similar

legislation or regulations as in effect from time to time.

Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor

that is not collectable from the Mortgagor pursuant to the Relief Act.

Residential Funding: Residential Funding Corporation.

Scheduled Final Distribution Date: March 25, 2020.

Senior Certificate: Any one of the Class A Certificates or Class R

Certificates, executed by the Trustee and authenticated by the Certificate

Registrar substantially in the form annexed to the Standard Terms as Exhibit A

and Exhibit D, respectively.

Senior Percentage: As of any Distribution Date, the lesser of 100% and a

fraction, expressed as a percentage, the numerator of which is the aggregate

Certificate Principal Balance of the Senior Certificates (other than the Class

A-P Certificates) immediately prior to such Distribution 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.

Senior Principal Distribution Amount: As to any Distribution Date, the

lesser of (a) the balance of the Available Distribution Amount remaining after

the distribution of all amounts required to be distributed pursuant to Section

4.02(a)(i) and Section 4.02(a)(ii)(X) of this Series Supplement, or, after the

Credit Support Depletion Date, the amount required to be distributed to the

Class A-P Certificateholders pursuant to Section 4.02(c) of this Series

Supplement and (b) the sum of the amounts required to be distributed to the

Senior Certificateholders on such Distribution Date pursuant to Section

4.02(a)(ii)(Y) of this Series Supplement.

Special Hazard Amount: As of any Distribution Date, an amount equal to

$3,950,000 minus the sum of (i) the aggregate amount of Special Hazard Losses

allocated solely to one or more specific Classes of Certificates in accordance

with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as

defined below) as most recently calculated. For each anniversary of the Cut-off

Date, the Adjustment Amount shall be equal to the amount, if any, by which the

amount calculated in accordance with the preceding sentence (without giving

effect to the deduction of the Adjustment Amount for such anniversary) exceeds

the greater of (A) the greatest of (i) twice the outstanding principal balance

of the Mortgage Loan in the Trust Fund which has the largest outstanding

principal balance on the Distribution Date immediately preceding such

<PAGE>

anniversary, (ii) the product of 1.00% multiplied by the outstanding principal

balance of all Mortgage Loans on the Distribution Date immediately preceding

such anniversary and (iii) the aggregate outstanding principal balance (as of

the immediately preceding Distribution Date) of the Mortgage Loans in any single

five-digit California zip code area with the largest amount of Mortgage Loans by

aggregate principal balance as of such anniversary and (B) the greater of (i)

the product of 0.50% multiplied by the outstanding principal balance of all

Mortgage Loans on the Distribution Date immediately preceding such anniversary

multiplied by a fraction, the numerator of which is equal to the aggregate

outstanding principal balance (as of the immediately preceding Distribution

Date) of all of the Mortgage Loans secured by Mortgaged Properties located in

the State of California divided by the aggregate outstanding principal balance

(as of the immediately preceding Distribution Date) of all of the Mortgage

Loans, expressed as a percentage, and the denominator of which is equal to 24.5%

(which percentage is equal to the percentage of Mortgage Loans initially secured

by Mortgaged Properties located in the State of California) and (ii) the

aggregate outstanding principal balance (as of the immediately preceding

Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property

located in the State of California.

The Special Hazard Amount may be further reduced by the Master Servicer

(including accelerating the manner in which coverage is reduced) provided that

prior to any such reduction, the Master Servicer shall (i) obtain written

confirmation from each Rating Agency that such reduction shall not reduce the

rating assigned to any Class of Certificates by such Rating Agency below the

lower of the then-current rating or the rating assigned to such Certificates as

of the Closing Date by such Rating Agency and (ii) provide a copy of such

written confirmation to the Trustee.

Subordinate Principal Distribution Amount: With respect to any

Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)

the product of (x) the related Subordinate Class Percentage for such Class and

(y) the aggregate of the amounts calculated for such Distribution Date under

clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement

(without giving effect to the Senior Percentage) to the extent not payable to

the Senior Certificates; (ii) such Class's pro rata share, based on the

Certificate Principal Balance of each Class of Subordinate Certificates then

outstanding, of the principal collections described in Section

4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the

Senior Accelerated Distribution Percentage) to the extent such collections are

not otherwise distributed to the Senior Certificates; (iii) the product of (x)

the related Prepayment Distribution Percentage and (y) the aggregate of all

Principal Prepayments in Full received in the related Prepayment Period and

Curtailments received in the preceding calendar month (other than the related

Discount Fraction of such Principal Prepayments in Full and Curtailments with

respect to a Discount Mortgage Loan) to the extent not payable to the Senior

Certificates; (iv) if such Class is the Class of Subordinate Certificates with

the Highest Priority, any Excess Subordinate Principal Amount for such

Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii)

as determined for any previous Distribution Date, that remain undistributed to

the extent that such amounts are not attributable to Realized Losses which have

<PAGE>

been allocated to a Class of Subordinate Certificates minus (b) the sum of (i)

with respect to the Class of Subordinate Certificates with the Lowest Priority,

any Excess Subordinate Principal Amount for such Distribution Date; and (ii) the

Capitalization Reimbursement Amount for such Distribution Date, other than the

related Discount Fraction of any portion of that amount related to each Discount

Mortgage Loan, multiplied by a fraction, the numerator of which is the

Subordinate Principal Distribution Amount for such Class of Subordinate

Certificates, without giving effect to this clause (b)(ii), and the denominator

of which is the sum of the principal distribution amounts for all Classes of

Certificates other than the Class A-P Certificates, without giving effect to any

reductions for the Capitalization Reimbursement Amount.

Trust Fund: The segregated pool of assets 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 (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 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,

(v) the Initial Monthly Payment Fund, and

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

Uncertificated Accrued Interest: With respect to each Distribution Date,

as to each Uncertificated Class A-V REMIC Regular Interest, an amount equal to

the aggregate amount of Accrued Certificate Interest that would result under the

terms of the definition thereof on each such uncertificated interest, if the

Pass-Through Rate on such uncertificated interest were equal to the related

Uncertificated Class A-V REMIC Pass-Through Rate and the notional amount of such

uncertificated interest were equal to the related Uncertificated Class A-V REMIC

Notional Amount, and any reduction in the amount of Accrued Certificate Interest

resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses

or other amounts to the Class A-V Certificateholders pursuant to Section 4.05

hereof shall be allocated to the Uncertificated Class A-V REMIC Regular

Interests pro rata in accordance with the amount of interest accrued with

respect to each related Uncertificated REMIC Notional Amount and such

Distribution Date.

Uncertificated Class A-V REMIC Notional Amount: With respect to each

Uncertificated Class A-V REMIC Regular Interest, the Stated Principal Balance of

the related Mortgage Loan.

<PAGE>

Uncertificated Class A-V REMIC Pass-Through Rate: With respect to each

Uncertificated Class A-V REMIC Regular Interest, a per annum rate equal to the

Pool Strip Rate with respect to the related Mortgage Loan.

Uncertificated Class A-V REMIC Regular Interest Distribution Amounts:

With respect to any Distribution Date, the sum of the amounts deemed to be

distributed on the Uncertificated Class A-V REMIC Regular Interests for such

Distribution Date pursuant to Section 4.08(a).

Uncertificated Class A-V REMIC Regular Interests: The 302 uncertificated

partial undivided beneficial ownership interests in the Trust Fund, relating to

each Non-Discount Mortgage Loan having a Net Mortgage Rate greater than 4.75%,

each relating to the particular Non-Discount Mortgage Loan identified by

sequential number on the Mortgage Loan Schedule, each having no principal

balance, and each bearing interest at a per annum rate equal to the respective

Pool Strip Rate on the Stated Principal Balance of the related Non-Discount

Mortgage Loan.

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

ARTICLE II CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard

Terms)

(a) The Company, concurrently with the execution and delivery hereof, does

hereby assign to the Trustee 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). The Company, the Master Servicer and the Trustee

agree that it is not intended that any mortgage loan be included in the Trust

that is (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership

Security 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 Home Loan Practices Act effective as of January

1, 2005.

(b) - (h) (See Section 2.01(b) - (h) of the Standard Terms)

Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)

Section 2.03 Representations, Warranties and Covenants of the Master Servicer

and the Company.

(a) For representations, warranties and covenants of the Master Servicer,

see Section 2.03(a) of the Standard Terms.

(b) The Company hereby represents and warrants to the Trustee for the

benefit of Certificateholders that as of the Closing Date (or, if

otherwise specified below, as of the date so specified):

(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 fully-amortizing, fixed-rate mortgage loans with

level 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 15 years;

<PAGE>

(iv) To the best of the Company's knowledge, 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 that (a) at least 25% of the Stated Principal Balance of

the Mortgage Loan at origination if the Loan-to-Value Ratio is between

95.00% and 90.01%, (b) at least 12% of such balance if the Loan-to-Value

Ratio is between 90.00% and 85.01%, and (c) at least 6% of such balance

if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of

the Company's knowledge, each such Primary Insurance Policy is in full

force and effect and the Trustee is entitled to the benefits thereunder;

(v) The issuers of the Primary Insurance Policies are insurance companies

whose claims-paying abilities are currently acceptable to each Rating

Agency;

(vi) No more than 1.4% of the Mortgage Loans by aggregate Cut-off Date

Principal Balance are secured by Mortgaged Properties located in any one

zip code area in California and no more than 1.3% of the Mortgage Loans

by aggregate Cut-off Date Principal Balance are secured by Mortgaged

Properties located in any one zip code area outside California;

(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 17.89% of the Mortgage Loans by aggregate Cut-off Date

Principal Balance were underwritten under a reduced loan documentation

program;

(x) Each Mortgagor represented in its loan application with respect to the

related Mortgage Loan that the Mortgaged Property would be

owner-occupied and therefore would not be an investor property as of the

date of origination of such Mortgage Loan. No Mortgagor is a corporation

or a partnership;

(xi) None of the Mortgage Loans is a Buydown Mortgage Loan;

(xii) Each Mortgage Loan constitutes a qualified mortgage under Section

860G(a)(3)(A) of the Code and Treasury Regulations Section

1.860G-2(a)(1);

<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) None of the Mortgage Loans are Cooperative Loans;

(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 contains in the related Mortgage File a

Destroyed Mortgage Note; and

(xviii) None of the Mortgage Loans are Pledged Asset Loans or Additional

Collateral 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 Mortgage Files to

the Trustee or any Custodian.

Upon discovery by any of the Company, the Master Servicer, the Trustee

or any Custodian of a breach of any of the representations and warranties set

forth in this Section 2.03(b) that materially and adversely affects the

interests of the Certificateholders in any Mortgage Loan, the party discovering

such breach shall give prompt written notice to the other parties (any Custodian

being so obligated under a Custodial Agreement); provided, however, that in the

event of a breach of the representation and warranty set forth in Section

2.03(b)(xii), the party discovering such breach shall give such notice within

five days of discovery. Within 90 days of its discovery or its receipt of notice

of breach, the Company shall either (i) cure such breach in all material

respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase

Price and in the manner set forth in Section 2.02; provided that the Company

shall have the option to substitute a Qualified Substitute Mortgage Loan or

Loans for such Mortgage Loan if such substitution occurs within two years

following the Closing Date; provided that if the omission or defect would cause

the Mortgage Loan to be other than a "qualified mortgage" as defined in Section

860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days

from the date such breach was discovered. Any such substitution shall be

effected by the Company under the same terms and conditions as provided in

Section 2.04 for substitutions by Residential Funding. It is understood and

agreed that the obligation of the Company to cure such breach or to so purchase

<PAGE>

or substitute for any Mortgage Loan as to which such a breach has occurred and

is continuing shall constitute the sole remedy respecting such breach available

to the Certificateholders or the Trustee on behalf of the Certificateholders.

Notwithstanding the foregoing, the Company shall not be required to cure

breaches or purchase or substitute for Mortgage Loans as provided in this

Section 2.03(b) if the substance of the breach of a representation set forth

above also constitutes fraud in the origination of the Mortgage Loan.

Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the

Standard Terms)

Section 2.05 Execution and Authentication of Certificates.

The Trustee acknowledges the assignment to it of the Mortgage Loans and

the delivery of the Mortgage Files to it, or any Custodian on its behalf,

subject to any exceptions noted, together with the assignment to it of all other

assets included in the Trust Fund, receipt of which is hereby acknowledged.

Concurrently with such delivery and in exchange therefor, the Trustee, pursuant

to the written request of the 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 Certificates in authorized denominations which evidence

ownership of the entire Trust Fund.

<PAGE>

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

(SEE ARTICLE III OF THE STANDARD TERMS)

<PAGE>

ARTICLE IV

PAYMENTS TO

CERTIFICATEHOLDERS

Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)

Section 4.02 Distributions.

(a) On each Distribution Date, (x) the Master Servicer on behalf of the

Trustee or (y) the Paying Agent appointed by the Trustee, shall

distribute the amount required to be distributed to the Master Servicer

or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, and to each

Certificateholder of record on the next preceding Record Date (other

than as provided in Section 9.01 respecting the final distribution),

either (1) 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 (2) 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 (A)

with respect to each Class of Certificates (other than any Subclass of

the Class A-V Certificates), shall be based on the aggregate of the

Percentage Interests represented by Certificates of the applicable Class

held by such Holder or (B) with respect to any Subclass of the Class A-V

Certificates, shall be equal to the amount (if any) distributed pursuant

to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the

following amounts, in the following order of priority (subject to the

provisions of Section 4.02(b) below), in each case to the extent of the

Available Distribution Amount:

(i) to the Senior Certificates (other than the Principal Only Certificates)

on a pro rata basis based on the Accrued Certificate Interest payable on

such Certificates with respect to such Distribution Date, Accrued

Certificate Interest on such Classes of Certificates (or Subclasses, if

any, with respect to the Class A-V Certificates) for such Distribution

Date, plus any Accrued Certificate Interest thereon remaining unpaid

from any previous Distribution Date except as provided in the last

paragraph of this Section 4.02(a) (the "Senior Interest Distribution

Amount"); and

(ii) (X) to the Class A-P Certificates, the Class A-P Principal Distribution

Amount (as defined in Section 4.02(b)(i) herein); and

(Y) to the Senior Certificates (other than the Class A-P

Certificates), in the priorities and amounts set forth in Section

4.02(b)(ii) through Section 4.02(b)(iii), the sum of the following

(applied to reduce the Certificate Principal Balances of such Senior

Certificates, as applicable):

(A) the Senior Percentage for such Distribution

Date times the sum of the following:

(1) the principal portion of each Monthly

Payment due during the related Due Period on each

Outstanding Mortgage Loan (other than the related

Discount Fraction of the principal portion of such

payment with respect to a Discount Mortgage Loan),

whether or not received on or prior to the related

Determination Date, minus the principal portion of

any Debt Service Reduction (other than the related

Discount Fraction of the principal portion of such

Debt Service Reductions with respect to each

Discount Mortgage Loan) which together with other

Bankruptcy Losses exceeds the Bankruptcy Amount;

<PAGE>

(2) the Stated Principal Balance of any

Mortgage Loan repurchased during the preceding

calendar month (or deemed to have been so

repurchased in accordance with Section 3.07(b) of

the Standard Terms) pursuant to Sections 2.02, 2.04

or 4.07 of the Standard Terms and Section 2.03 of

the Standard Terms and this Series Supplement, and

the amount of any shortfall deposited in the

Custodial Account in connection with the

substitution of a Deleted Mortgage Loan pursuant to

Section 2.04 of the Standard Terms or Section 2.03

of the Standard Terms and this Series Supplement,

during the preceding calendar month (other than the

related Discount Fraction of such Stated Principal

Balance or shortfall with respect to each Discount

Mortgage Loan); and

(3) the principal portion of all other

unscheduled collections (other than Principal

Prepayments in Full and Curtailments and amounts

received in connection with a Cash Liquidation or

REO Disposition of a Mortgage Loan described in

Section 4.02(a)(ii)(Y)(B) of this Series

Supplement, including without limitation Insurance

Proceeds, Liquidation Proceeds and REO Proceeds)

including Subsequent Recoveries received during the

preceding calendar month (or deemed to have been so

received in accordance with Section 3.07(b) of the

Standard Terms) to the extent applied by the Master

Servicer as recoveries of principal of the related

Mortgage Loan pursuant to Section 3.14 of the

Standard Terms (other than the related Discount

Fraction of the principal portion of such

unscheduled collections, with respect to each

Discount Mortgage Loan);

(B) with respect to each Mortgage Loan for which a

Cash Liquidation or a REO Disposition occurred during the

preceding calendar month (or was deemed to have occurred

during such period in accordance with Section 3.07(b) of

the Standard Terms) and 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 (a) the Senior Percentage for such

Distribution Date times the Stated Principal Balance of

such Mortgage Loan (other than the related Discount

Fraction of such Stated Principal Balance, with respect to

each Discount Mortgage Loan) and (b) the Senior

Accelerated Distribution Percentage for such Distribution

Date times the related unscheduled collections (including

without limitation Insurance Proceeds, Liquidation

Proceeds and REO Proceeds) to the extent applied by the

Master Servicer as recoveries of principal of the related

Mortgage Loan pursuant to Section 3.14 of the Standard

Terms (in each case other than the portion of such

unscheduled collections, with respect to a Discount

Mortgage Loan, included in Section 4.02(b)(i)(C) of this

Series Supplement);

<PAGE>

for such Distribution Date times the aggregate of all

Principal Prepayments in Full received in the related

Prepayment Period and Curtailments received in the

preceding calendar month (other than the related Discount

Fraction of such Principal Prepayments in Full and

Curtailments, with respect to each Discount Mortgage

Loan);

(D) any Excess Subordinate Principal Amount for

such Distribution Date;

(E) any amounts described in subsection (ii)(Y),

clauses (A), (B) and (C) of this Section 4.02(a), as

determined for any previous Distribution Date, which

remain unpaid after application of amounts previously

distributed pursuant to this clause (E) to the extent that

such amounts are not attributable to Realized Losses which

have been allocated to the Subordinate Certificates; minus

(F) the Capitalization Reimbursement Amount for

such Distribution Date, other than the related Discount

Fraction of any portion of that amount related to each

Discount Mortgage Loan, multiplied by a fraction, the

numerator of which is the Senior Principal Distribution

Amount, without giving effect to this clause (F), and the

denominator of which is the sum of the principal

distribution amounts for all Classes of Certificates other

than the Class A-P Certificates, without giving effect to

any reductions for the Capitalization Reimbursement

Amount;

(iii) if the Certificate Principal Balances of the Subordinate Certificates

have not been reduced to zero, to the Master Servicer or a Sub-Servicer,

by remitting for deposit to the Custodial Account, to the extent of and

in reimbursement for any Advances or Sub-Servicer Advances previously

made with respect to any Mortgage Loan or REO Property which remain

unreimbursed in whole or in part following the Cash Liquidation or REO

Disposition of such Mortgage Loan or REO Property, minus any such

Advances that were made with respect to delinquencies that ultimately

constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess

Bankruptcy Losses or Extraordinary Losses;

(iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

<PAGE>

(v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the

Subordinate Principal Distribution Amount for such Class of Certificates

for such Distribution Date, minus (y) the amount of any Class A-P

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, to the extent the amounts available

pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii),

(xiv) and (xv) of this Series Supplement are insufficient therefor,

applied in reduction of the Certificate Principal Balance of the Class

M-1 Certificates;

(vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

(vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the

Subordinate Principal Distribution Amount for such Class of Certificates

for such Distribution Date, minus (y) the amount of any Class A-P

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, to the extent the amounts available

pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and

(xv) of this Series Supplement are insufficient therefor, applied in

reduction of the Certificate Principal Balance of the Class M-2

Certificates;

(viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

(ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the

Subordinate Principal Distribution Amount for such Class of Certificates

for such Distribution Date minus (y) the amount of any Class A-P

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, to the extent the amounts available

pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv)

of this Series Supplement are insufficient therefor, applied in

reduction of the Certificate Principal Balance of the Class M-3

Certificates;

(x) to the Holders of the Class B-1 Certificates, the Accrued Certificate

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

(xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the

Subordinate Principal Distribution Amount for such Class of Certificates

for such Distribution Date minus (y) the amount of any Class A-P

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, to the extent the amounts available

pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this

Series Supplement are insufficient therefor, applied in reduction of the

Certificate Principal Balance of the Class B-1 Certificates;

(xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

<PAGE>

(xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the

Subordinate Principal Distribution Amount for such Class of Certificates

for such Distribution Date minus (y) the amount of any Class A-P

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, to the extent the amounts available

pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series

Supplement are insufficient therefor, applied in reduction of the

Certificate Principal Balance of the Class B-2 Certificates;

(xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the

Accrued Certificate Interest thereon for such Distribution Date, plus

any Accrued Certificate Interest thereon remaining unpaid from any

previous Distribution Date, except as provided below, minus (y) the

amount of any Class A-P Collection Shortfalls for such Distribution Date

or remaining unpaid for all previous Distribution Dates, to the extent

the amounts available pursuant to clause (x) of Section 4.02(a) (xv) of

this Series Supplement are insufficient therefor;

(xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the

Subordinate Principal Distribution Amount for such Class of Certificates

for such Distribution Date minus (y) the amount of any Class A-P

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates applied in reduction of the Certificate

Principal Balance of the Class B-3 Certificates;

(xvi) to the Senior Certificates, in the priority set forth in Section 4.02(b)

of this Series Supplement, the portion, if any, of the Available

Distribution Amount remaining after the foregoing distributions, applied

to reduce the Certificate Principal Balances of such Senior

Certificates, but in no event more than the aggregate of the outstanding

Certificate Principal Balances of each such Class of Senior

Certificates, and thereafter, to each Class of Subordinate Certificates

then outstanding beginning with such Class with the Highest Priority,

any portion of the Available Distribution Amount remaining after the

Senior Certificates have been retired, applied to reduce the Certificate

Principal Balance of each such Class of Subordinate Certificates, but in

no event more than the outstanding Certificate Principal Balance of each

such Class of Subordinate Certificates; and

(xvii) to the Class R Certificates, the balance, if any, of the Available

Distribution Amount.

Notwithstanding the foregoing, on any Distribution Date, with respect to

the Class of Subordinate Certificates outstanding on such Distribution Date with

the Lowest Priority, or in the event the Subordinate Certificates are no longer

outstanding, the Senior Certificates, Accrued Certificate Interest thereon

remaining unpaid from any previous Distribution Date will be distributable only

to the extent that (1) a shortfall in the amounts available to pay Accrued

Certificate Interest on any Class of Certificates results from an interest rate

reduction in connection with a Servicing Modification, or (2) such unpaid

Accrued Certificate Interest was attributable to interest shortfalls relating to

the failure of the Master Servicer to make any required Advance, or the

determination by the Master Servicer that any proposed Advance would be a

Nonrecoverable Advance with respect to the related Mortgage Loan where such

Mortgage Loan has not yet been the subject of a Cash Liquidation or REO

Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO

Proceeds have not yet been distributed to the Certificateholders.

<PAGE>

(b) Distributions of principal on the Senior Certificates on each

Distribution Date occurring prior to the Credit Support Depletion Date

will be made as follows:

(i) to the Class A-P Certificates, until the Certificate Principal Balance

thereof is reduced to zero, an amount (the "Class A-P Principal

Distribution Amount") equal to the aggregate of:

(A) the related Discount Fraction of the principal portion of each Monthly

Payment on each Discount Mortgage Loan 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 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 the Standard

Terms) of 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);

Mortgage Loan 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 Discount 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 amount of any Class A-P Collection Shortfalls remaining

unpaid for all previous Distribution Dates, but only to the extent of

the Eligible Funds for such Distribution Date; minus

<PAGE>

(F) the related Discount Fraction of the portion of the Capitalization

Reimbursement Amount for such Distribution Date, if any, related to each

Discount Mortgage Loan; and

(ii) the Senior Principal Distribution Amount shall be distributed to the

Class R Certificates, until the Certificate Principal Balance thereof

has been reduced to zero;

(iii) the balance of the Senior Principal Distribution Amount remaining after

the distribution, if any, described in clause (ii) above shall be

distributed to the Class A-1 Certificates, until the Certificate

Principal Balance thereof has been reduced to zero.

priorities relating to distributions as described in Section 4.02(b) of

this Series Supplement in respect of principal among the Senior

Certificates (other than the Class A-P Certificates) will be

disregarded, and (i) an amount equal to the Discount Fraction of the

principal portion of scheduled payments and unscheduled collections

received or advanced in respect of the Discount Mortgage Loans will be

distributed to the Class A-P Certificates, (ii) the Senior Principal

Distribution Amount will be distributed to the remaining Senior

Certificates (other than the Class A-P Certificates) pro rata in

accordance with their respective outstanding Certificate Principal

Balances and (iii) the amount set forth in Section 4.02(a)(i) herein

will be distributed as set forth therein.

(d) After the reduction of the Certificate Principal Balances of the Senior

Certificates (other than the Class A-P Certificates) to zero but prior

to the Credit Support Depletion Date, the Senior Certificates (other

than the Class A-P Certificates) will be entitled to no further

distributions of principal thereon and the Available Distribution Amount

will be paid solely to the holders of the Class A-P Certificates, Class

A-V Certificates, Class M Certificates and Class B Certificates, in each

case as described herein.

(e) In addition to the foregoing distributions, with respect to any

Subsequent Recoveries, the Master Servicer shall deposit such funds into

the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking

into account such Subsequent Recoveries, the amount of a Realized Loss

is reduced, the amount of such Subsequent Recoveries will be applied to

increase the Certificate Principal Balance of the Class of Subordinate

Certificates with the Highest Priority to which Realized Losses, other

than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special

Hazard Losses and Extraordinary Losses, have been allocated, but not by

more than the amount of Realized Losses previously allocated to that

Class of Certificates pursuant to Section 4.05. The amount of any

remaining Subsequent Recoveries will be applied to increase the

Certificate Principal Balance of the Class of Certificates with the next

Lower Priority, up to the amount of such Realized Losses previously

allocated to that Class of Certificates pursuant to Section 4.05. Any

remaining Subsequent Recoveries will in turn be applied to increase the

Certificate Principal Balance of the Class of Certificates with the next

Lower Priority up to the amount of such Realized Losses previously

allocated to that Class of Certificates pursuant to Section 4.05, and so

on. Holders of such Certificates will not be entitled to any payment in

respect of Accrued Certificate Interest on the amount of such increases

for any Interest Accrual Period preceding the Distribution Date on which

such increase occurs. Any such increases shall be applied to the

Certificate Principal Balance of each Certificate of such Class in

accordance with its respective Percentage Interest.

<PAGE>

(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" or "indirect participating firm") for which it acts as

agent. Each brokerage firm shall be responsible for disbursing funds to

the Certificate Owners that it represents. None of the Trustee, the

Certificate Registrar, the Depositor or the Master Servicer shall have

any responsibility therefor except as otherwise provided by this Series

Supplement or applicable law.

(g) Except as otherwise provided in Section 9.01, if the Master Servicer

anticipates that a final distribution with respect to any Class of

Certificates will be made on a future Distribution Date, the Master

Servicer shall, no later than 60 days prior to such final distribution,

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, mail 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) do not surrender their

Certificates for final cancellation, the Trustee shall cause funds

distributable with respect to such Certificates to be withdrawn from the

Certificate Account and credited to a separate escrow account for the

benefit of such Certificateholders as provided in Section 9.01(d).

Section 4.03 Statements to Certificateholders; Statements to Rating Agencies;

Exchange Act Reporting. (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. (See Section 4.04 of the Standard Terms)

Section 4.05 Allocation of Realized Losses.

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 Modification, 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 during the related Due Period. The amount of each

Realized Loss shall be evidenced by an Officers' Certificate. All Realized

Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess

Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first,

to the Class B-3 Certificates until the Certificate Principal Balance thereof

has been reduced to zero; second, to the Class B-2 Certificates until the

Certificate Principal Balance thereof has been reduced to zero; third, to the

Class B-1 Certificates until the Certificate Principal Balance thereof has been

reduced to zero; fourth, to the Class M-3 Certificates until the Certificate

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

Certificates until the Certificate Principal Balance thereof has been reduced to

zero; sixth, to the Class M-1 Certificates until the Certificate Principal

Balance thereof has been reduced to zero; and, thereafter, if any such Realized

Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an

amount equal to the Discount Fraction of the principal portion thereof, and the

remainder of such Realized Losses on the Discount Mortgage Loans and the entire

amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated

among all the Senior Certificates (other than the Class A-V Certificates and

<PAGE>

Class A-P Certificates) in the case of the principal portion of such loss on a

pro rata basis and among all of the Senior Certificates (other than the Class

A-P Certificates) in the case of the interest portion of such loss on a pro rata

basis, as described below. Any Excess Special Hazard Losses, Excess Bankruptcy

Losses, Excess Fraud Losses, Extraordinary Losses on Non-Discount Mortgage Loans

will be allocated among the Senior Certificates (other than the Class A-P

Certificates) and Subordinate Certificates, on a pro rata basis, as described

below. The principal portion of such Realized Losses on the Discount Mortgage

Loans will be allocated to the Class A-P Certificates in an amount equal to the

Discount Fraction thereof and the remainder of such Realized Losses on the

Discount Mortgage Loans and the entire amount of such Realized Losses on

Non-Discount Mortgage Loans will be allocated among the Senior Certificates

(other than the Class A-P Certificates) and Subordinate Certificates, on a pro

rata basis, as described below.

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 on such Distribution Date (without

regard to any Compensating Interest for such Distribution Date) in the case of

an interest portion of a Realized Loss. Except as provided in the following

sentence, any allocation of the principal portion of Realized Losses (other than

Debt Service Reductions) to a Class of Certificates shall be made by reducing

the Certificate Principal Balance thereof by the amount so allocated, which

allocation shall be deemed to have occurred on such Distribution Date; provided

that no such reduction shall reduce the aggregate Certificate Principal Balance

of the Certificates below the aggregate Stated Principal Balance of the Mortgage

Loans. Any allocation of the principal portion of Realized Losses (other than

Debt Service Reductions) to the Subordinate Certificates then outstanding with

the Lowest Priority shall be made by operation of the definition of "Certificate

Principal Balance" and by operation of the provisions of Section 4.02(a).

Allocations of the interest portions of Realized Losses (other than any interest

rate reduction resulting from a Servicing Modification) shall be made in

proportion to the amount of Accrued Certificate Interest and by operation of the

definition of "Accrued Certificate Interest" and by operation of the provisions

of Section 4.02(a). 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 provisions of Section 4.02(a).

Allocations of the principal portion of Debt Service Reductions shall be made by

operation of the provisions of Section 4.02(a). 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

<PAGE>

evidenced thereby; provided that if any Subclasses of the Class A-V Certificates

have been issued pursuant to Section 5.01(c), such Realized Losses and other

losses allocated to the Class A-V Certificates shall be allocated among such

Subclasses in proportion to the respective amounts of Accrued Certificate

Interest payable on such Distribution Date that would have resulted absent such

reductions.

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)

<PAGE>

ARTICLE V

THE CERTIFICATES

(SEE ARTICLE V OF THE STANDARD TERMS)

<PAGE>

ARTICLE VI

THE COMPANY AND THE MASTER SERVICER

(SEE ARTICLE VI OF THE STANDARD TERMS)

<PAGE>

ARTICLE VII

DEFAULT

(SEE ARTICLE VII OF THE STANDARD TERMS)

<PAGE>

ARTICLE VIII

CONCERNING THE TRUSTEE

(SEE ARTICLE VIII OF THE STANDARD TERMS)

<PAGE>

ARTICLE IX

TERMINATION

Section 9.01 Optional Purchase by Residential Funding of All

Certificates; Termination Upon Purchase by Residential

Funding 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 Residential Funding 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 on the

day of repurchase plus accrued interest thereon at the Mortgage Rate (or

Modified Mortgage Rate in the case of any Modified Mortgage Loan) from

the Due Date to which interest was last paid by the Mortgagor 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 (i) the Maturity Date or (ii) 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 Residential Funding

shall also include any amounts owed by Residential Funding pursuant to

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 (xxxi) of such Section that remain unpaid

on the date of such purchase.

The right of Residential Funding 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 Residential Funding, the Master Servicer shall be entitled to

<PAGE>

reimbursement for the full amount of any unreimbursed Advances theretofore made

by it with respect to the Mortgage Loans pursuant to Section 3.10. 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 Residential Funding 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, Residential Funding 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.

(b) (See Section 9.01(b) - (f) of the Standard Terms)

Section 9.02 Additional Termination Requirements. (See Section 9.02 of the

Standard Terms)

Section 9.03 Termination of Multiple REMICs. Section 9.03 of the Standard Terms)

<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 REMIC(s).

The REMIC Administrator will make an election to treat the entire

segregated pool of assets described in the definition of Trust Fund, and subject

to this Agreement (including the Mortgage Loans but excluding the Initial

Monthly Payment Fund) as a REMIC for federal income tax purposes.

The Class A-1, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1,

Class B-2 and Class B-3 Certificates and the rights in and to which will be

represented by the Class A-V Certificates, will be "regular interests" in the

REMIC, and the Class R Certificates will be the sole class of "residual

interests" therein for purposes of the REMIC Provisions (as defined in the

Standard Terms) under federal income tax law. On and after the date of issuance

of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the

Standard Terms, 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 said Section.

Section 10.04 Distributions on the Uncertificated Class A-V REMIC Regular

Interests.

(a) On each Distribution Date the Trustee shall be deemed to distribute to

itself, as the holder of the Uncertificated Class A-V REMIC Regular Interests,

Uncertificated Accrued Interest on the Uncertificated Class A-V REMIC Regular

Interests for such Distribution Date, plus any Uncertificated Accrued Interest

thereon remaining unpaid from any previous Distribution Date.

(b) In determining from time to time the Uncertificated Class A-V REMIC Regular

Interest Distribution Amounts, Realized Losses allocated to the Class A-V

Certificates under Section 4.05 shall be deemed allocated to Uncertificated

Class A-V REMIC Regular Interests on a pro rata basis based on the

Uncertificated Class A-V REMIC Accrued Interest for the related Distribution

Date.

the Trust Fund, in the priority set forth in Section 4.02(a), to the Class A-V

Certificates, the amounts distributable thereon from the Uncertificated Class

A-V REMIC Regular Interest Distribution Amounts deemed to have been received by

the Trustee from the Trust Fund under this Section 10.04. The amount deemed

distributable hereunder with respect to the Class A-V Certificates shall equal

100% of the amounts payable with respect to the Uncertificated Class A-V REMIC

Regular Interests.

<PAGE>

(d) Notwithstanding the deemed distributions on the Uncertificated Class A-V

REMIC Regular Interests described in this Section 10.04, distributions of funds

from the Certificate Account shall be made only in accordance with Section 4.02.

Section 10.05 Compliance with Withholding Requirements.

Notwithstanding any other provision of this Agreement, the Trustee or

any Paying Agent, as applicable, shall comply with all federal withholding

requirements respecting payments to Certificateholders, including interest or

original interest 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.

<PAGE>

ARTICLE XI

MISCELLANEOUS PROVISIONS

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

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 Laws. (See Section 11.04 of the Standard Terms)

Section 11.05 Notices. All demands and notices hereunder shall be in writing and

shall be deemed to have been duly given if personally delivered at or

mailed by registered mail, postage prepaid (except for notices to the

Trustee which shall be deemed to have been duly given only when

received), to the appropriate address for each recipient listed in the

table below or, in each case, such other address as may hereafter be

furnished in writing to the Master Servicer, the Trustee and the

Company, as applicable:

Recipient Address

Company 8400 Normandale Lake Boulevard

Suite 250, Minneapolis, Minnesota 55437,

Attention: President

Master Servicer 2255 N. Ontario Street, Suite 400

Burbank, California 91504-2130,

Attention: Managing Director/Master Servicing

Trustee The Corporate Trust Office:

U.S. Bank National Association

U.S. Bank Corporate Trust Services

60 Livingston Avenue

EP-MN-WS3D

St. Paul, Minnesota 55107-2292

Attention: Residential Funding Corporation

Series 2005-S3

Fitch, Inc. One State Street Plaza

New York, New York 10007

Moody's 99 Church Street

New York, New York 10007

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.

<PAGE>

Section 11.06 Required Notices to Rating Agency and Subservicer.

The Company, the Master Servicer or the Trustee, as applicable, shall

(i) notify each Rating Agency and 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), (d), (g), (h), (i) or

(j) below or (ii) 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,

a change in the majority ownership of the Trustee,

(d) the filing of any claim under the Master Servicer's blanket fidelity bond

and the errors and omissions insurance policy required by Section 3.12 or the

cancellation or modification of coverage under any such instrument,

(e) the statement required to be delivered to the Holders of each Class of

Certificates pursuant to Section 4.03,

(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,

(g) a change in the location of the Custodial Account or the Certificate

Account,

(h) the occurrence of any monthly cash flow shortfall to the Holders of any

Class of Certificates resulting from the failure by the Master Servicer to make

an Advance pursuant to Section 4.04,

(i) the occurrence of the Final Distribution Date, and

(j) the repurchase of or substitution for any Mortgage Loan,

provided, however, that with respect to notice of the occurrence of the events

described in clauses (d), (g) or (h) above, the Master Servicer shall provide

prompt written notice to each Rating Agency and the Subservicer of any such

event known to the Master Servicer.

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.

<PAGE>

98.0% of all Voting Rights shall be allocated among Holders of

Certificates, other than the Interest Only Certificates and the Residual

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 the Class A-V Certificates in accordance with their

respective Percentage Interests; and 1.0% of all Voting Rights shall be

allocated among the Holders of the Class R Certificates in accordance with their

respective Percentage Interests.

<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.

[Seal] RESIDENTIAL FUNDING

MORTGAGE SECURITIES I,

INC.

Attest: /s/ By: /s/ Heather Anderson

Name: Name: Heather Anderson

Title: Title: Vice President

[Seal] RESIDENTIAL FUNDING CORPORATION

Attest: /s/ By: /s/ Pieter VanZyl

Name: Name: Pieter VanZyl

Title: Title: Associate

[Seal] U.S. BANK NATIONAL ASSOCIATION as

Trustee

Attest: /s/ By: /s/

Name: Name:

Title: Title:

<PAGE>

STATE OF MINNESOTA )

) ss.:

COUNTY OF HENNEPIN )

On the 30th day of March, 2005 before me, a notary public in and

for said State, personally appeared Heather Anderson, known to me to be a Vice

President of Residential Funding Mortgage Securities I, Inc., one of the

corporations that executed the within instrument, and also known to me to be the

person who executed it on behalf of said corporation, and acknowledged to me

that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my

official seal the day and year in this certificate first above written.

Notary Public

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

[Notarial Seal]

<PAGE>

STATE OF MINNESOTA )

) ss.:

COUNTY OF HENNEPIN )

On the 30th day of March, 2005 before me, a notary public in and

for said State, personally appeared Pieter VanZyl, known to me to be an

Associate of Residential Funding Corporation, one of the corporations that

executed the within instrument, and also known to me to be the person who

executed it on behalf of said corporation, and acknowledged to me that such

corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my

official seal the day and year in this certificate first above written.

Notary Public

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

[Notarial Seal]

<PAGE>

STATE OF MINNESOTA )

) ss.:

COUNTY OF RAMSEY )

On the 30th day of March, 2005 before me, a notary public in and

for said State, personally appeared ____________________, known to me to be a(n)

__________________ of U.S. Bank National Association, a national banking

association that executed the within instrument, and also known to me to be the

person who executed it on behalf of said banking entity and acknowledged to me

that such banking entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my

official seal the day and year in this certificate first above written.

Notary Public

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

[Notarial Seal]

<PAGE>

EXHIBIT ONE

MORTGAGE LOAN SCHEDULE

(Available Upon Request)

Fixed Rate Loan

Loan Number S/S Code Payment Type Original Bal Loan Feature

Orig Term Principal Bal # of Units

Orig Rate Original PI LTV

Net Curr Current PI

City State Zip Loan Purp Note Date MI Co Code

Servicer Loan # Prop Type First Pay Date MI Coverage

Seller Loan # Occup Code Maturity Date

Investor Loan #

8393438 005/M32 F 500,000.00 ZZ

180 448,862.36 1

5.7500 4152.06 61

5.5000 4152.06

JACKSONVILLE FL 32207 5 11/27/02 00

4007019183 05 02/01/03 0.0000

4007019183 O 01/01/18

9002418 X51/G01 F 332,000.00 ZZ

180 314,819.26 1

5.5000 2712.72 72

5.2500 2712.72

TAHOE VISTA CA 96148 2 12/26/03 00

0437234529 05 02/01/04 0.0000

0031207000 O 01/01/19

9195634 E22/G01 F 358,500.00 ZZ

180 343,134.14 1

4.7500 2788.53 52

4.5000 2788.53

LEESBURG VA 20175 2 03/08/04 00

0420100059 05 05/01/04 0.0000

0420100059 O 04/01/19

9249403 E23/G01 F 375,000.00 ZZ

180 364,959.90 1

5.7500 3114.04 54

5.5000 3114.04

DEL REY OAKS CA 93940 5 07/20/04 00

0438165318 05 09/01/04 0.0000

63005107 O 08/01/19

9444793 X12/G01 F 394,200.00 ZZ

180 370,446.20 1

6.1250 3353.16 90

5.8750 3353.16

SEMINOLE FL 33776 1 09/30/03 10

0438182388 05 11/01/03 25.0000

0495194543 O 10/01/18

9458681 Y65/G01 F 650,000.00 ZZ

180 624,723.08 1

4.7500 5055.91 60

4.5000 5055.91

BELLINGHAM WA 98229 5 04/16/04 00

0438221558 05 06/01/04 0.0000

40144911 O 05/01/19

9470949 M45/G01 F 528,000.00 ZZ

180 514,829.89 1

5.7500 4384.57 80

5.5000 4384.57

KESWICK VA 22947 1 07/29/04 00

0438223836 03 09/01/04 0.0000

A0704472 O 08/01/19

9542106 956/G01 F 400,000.00 ZZ

180 392,581.46 1

5.3750 3241.86 26

5.1250 3241.86

WAYLAND MA 01778 5 10/04/04 00

0438664294 05 12/01/04 0.0000

2814080079 O 11/01/19

9544082 956/G01 F 550,000.00 ZZ

180 528,201.50 1

5.0000 4349.36 46

4.7500 4349.36

GLENVIEW IL 60025 2 10/11/04 00

0438664583 05 12/01/04 0.0000

2314090077 O 11/01/19

9549923 E82/G01 F 333,000.00 ZZ

180 327,033.88 1

5.6250 2743.03 52

5.3750 &nb