SERIES SUPPLEME DATED AS OF JANUARY 1, 2005, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: SERIES SUPPLEME DATED AS OF JANUARY 1, 2005, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 2/11/2005

SERIES SUPPLEME DATED AS OF JANUARY 1, 2005,
TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT, Parties: residential accredit loans inc , residential funding corporation

EXECUTION COPY

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RESIDENTIAL ACCREDIT LOANS, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee

SERIES SUPPLEMENT,

DATED AS OF JANUARY 1, 2005,

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

dated as of August 1, 2004

Mortgage Asset-Backed Pass-Through Certificates

Series 2005-QS1

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<PAGE>

<TABLE>

<S> <C>

Article I DEFINITIONS....................................................................4

Section 1.01. Definitions..........................................................4

Section 1.02. Use of Words and Phrases............................................18

Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL

ISSUANCE OF CERTIFICATES...........................................................19

Section 2.01. Conveyance of Mortgage Loans.......................................19

Section 2.02. Acceptance by Trustee. (See Section 2.02 of the Standard Terms)...20

Section 2.03. Representations, Warranties and Covenants of the

Master Servicer and the Company......................................20

Section 2.04. Representations and Warranties of Sellers............................23

Section 2.05. Execution and Authentication of Certificates/Issuance of Certificates

Evidencing Interests in REMIC I Certificates.........................23

Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular Interests;

Acceptance by the Trustee............................................23

Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II.............23

Section 2.08. Purposes and Powers of the Trust (See Section 2.08 of the Standard

Terms)...............................................................23

Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS................................24

Article IV PAYMENTS TO CERTIFICATEHOLDERS.................................................25

Section 4.01. Certificate Account. (See Section 4.01 of the Standard Terms)........25

Section 4.02. Distributions. ......................................................25

Section 4.03. Statements to Certificateholders; Statements to the Rating Agencies;

Exchange Act Reporting (See Section 4.03 of the Standard Terms)......32

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).........32

Section 4.05. Allocation of Realized Losses. ......................................32

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

Section 4.06 of the Standard Terms)..................................33

Section 4.07. Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of

the Standard Terms)..................................................33

Section 4.08. Surety Bond. (See Section 4.08 of the Standard Terms)................33

<PAGE>

Article V THE CERTIFICATES................................................................34

Article VI THE COMPANY AND THE MASTER SERVICER..........................................35

Article VII DEFAULT......................................................................36

Article VIII CONCERNING THE TRUSTEE.......................................................37

Article IX TERMINATION..................................................................38

Article X REMIC PROVISIONS............................................................39

Section 10.01.REMIC Administration. (See Section 10.01 of the Standard Terms).....39

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

(See Section 10.02 of the Standard Terms)............................39

Section 10.03.Designation of REMICs................................................39

Section 10.04.Distributions on the Uncertificated REMIC I and REMIC II

Regular Interests....................................................39

Section 10.05.Compliance with Withholding Requirements.............................41

Article XI MISCELLANEOUS PROVISIONS......................................................42

Section 11.01.Amendment. (See Section 11.01 of the Standard Terms)................42

Section 11.02.Recordation of Agreement; Counterparts. (See Section 11.02 of the

Standard Terms)......................................................42

Section 11.03.Limitation on Rights of Certificateholders. (See Section 11.03 of the

Standard Terms)......................................................42

Section 11.04.Governing Laws. (See Section 11.04 of the Standard Terms)...........42

Section 11.05.Notices..............................................................42

Section 11.06.Required Notices to Rating Agency and Subservicer. (See Section 11.06

of the Standard Terms)...............................................43

Section 11.07.Severability of Provisions. (See Section 11.07 of the Standard Terms)43

Section 11.08.Supplemental Provisions for Resecuritization. (See Section 11.08 of

the Standard Terms)..................................................43

Section 11.09.Allocation of Voting Rights..........................................43

Section 11.10.No Petition..........................................................43

<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 August 1, 2004

</TABLE>

iii

<PAGE>

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

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

of August 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 ACCREDIT LOANS, INC., as the company (together

with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING

CORPORATION, as master servicer (together with its permitted successors and

assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as

Trustee (together with its permitted successors and assigns, the "Trustee").

PRELIMINARY STATEMENT:

The Company intends to sell mortgage asset-backed pass-through

certificates (collectively, the "Certificates"), to be issued hereunder in

multiple classes, which in the aggregate will evidence the entire beneficial

ownership interest in the Mortgage Loans (as defined herein). 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), as two real estate mortgage

investment conduits (each, a "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. All capitalized terms not otherwise defined herein

shall have the meanings set forth in the Standard Terms. The Pooling and

Servicing Agreement shall be dated as of the date of this Series Supplement.

<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

Pass-Through Certificate Maturity S&P/ Minimum

Designation Rate Principal Balance Features(1) Date Fitch Denominations(2)

Class A-1 5.50% $100,000,000.00 Senior/Super Senior/Fixed January 25, 2035 AAA/AAA $25,000.00

Rate

Class A-2 5.50% $10,000,000.00 Senior/Fixed Rate January 25, 2035 AAA/AAA $25,000.00

Class A-3 5.50% $10,000,000.00 Senior/Fixed Rate January 25, 2035 AAA/AAA $25,000.00

Class A-4 5.50% $5,000,000.00 Senior/Senior January 25, 2035 AAA/AAA $25,000.00

Support/Fixed Rate

Class A-5 5.50% $76,378,000.00 Senior/Fixed Rate January 25, 2035 AAA/AAA $25,000.00

Class A-6 5.75% $0.00(3) Senior/Interest Only/Fixed January 25, 2035 AAA/AAA $2,000,000.00

Rate

Class A-P 0.00% $3,024,878.67 Senior/Principal Only January 25, 2035 AAA/AAA $25,000.00

Class A-V Variable $0.00(5) Senior/Interest January 25, 2035 AAA/AAA $2,000,000.00

Rate(4) Only/Variable Rate

Class R-I 5.75% $100.00 Senior/Residual/Fixed Rate January 25, 2035 AAA/AAA (6)

Class R-II 5.75% $100.00 Senior/Residual/Fixed Rate January 25, 2035 AAA/AAA (6)

Class M-1 5.75% $4,507,400.00 Mezzanine/Fixed Rate January 25, 2035 AA/NA $25,000.00

Class M-2 5.75% $1,824,100.00 Mezzanine/Fixed Rate January 25, 2035 A/NA $250,000.00

Class M-3 5.75% $1,287,600.00 Mezzanine/Fixed Rate January 25, 2035 BBB/NA $250,000.00

Class B-1 5.75% 1,072,900.00 Subordinate/Fixed Rate January 25, 2035 BB/NA $250,000.00

Class B-2 5.75% $858,400.00 Subordinate/Fixed Rate January 25, 2035 B/NA $250,000.00

Class B-3 5.75% $643,882.93 Subordinate/Fixed Rate January 25, 2035 NA/NA $250,000.00

</TABLE>

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1 The Certificates, other than the Class B and Class R Certificates shall be

Book-Entry Certificates. The Class B Certificates and the Class R

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

$1,000 in the case of the Class B-1, Class B-2 and Class B-3 Certificates)

in excess thereof, except that one Certificate of any of the Class B-1,

Class B-2 and Class B-3 Certificates that contain an uneven multiple of

$1,000 shall be issued in a denomination equal to the sum of the related

minimum denomination set forth above and such uneven multiple for such

Class or the sum of such denomination and an integral multiple of $1,000.

3 The Class A-6 Certificates do not have a Certificate Principal Balance. For

the purpose of calculating interest payments, interest on the Class A-6

Certificates will accrue on a notional amount equal to the aggregate

Certificate Principal Balance of the Class A-1, Class A-2, Class A-3, Class

A-4 and Class A-5 Certificates divided by 23.

4 The initial Pass-Through Rate on the Class A-V Certificates is 0.2311%.

5 The Class A-V Certificates do not have a principal balance. For the purpose

of calculating interest payments, interest on the Class A-V Certificates

will accrue on a notional amount equal to the aggregate Stated Principal

Balance of the Mortgage Loans immediately prior to the related Distribution

Date.

6 Each c lass of 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 of each Class 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>

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

Date of $214,597,360.60.

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

the Master Servicer and the Trustee agree as follows:

ARTICLE I

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

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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) 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) 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, and

(B) 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 having a Loan-to-Value Ratio

(other than Additional Collateral Loans) at origination which

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

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.

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.

<PAGE>

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 "Deutsche Bank Trust Company Americas, as trustee, in trust for the

registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed

Pass-Through Certificates, Series 2005-QS1" and which must be an Eligible

Account.

Certificate Policy: None.

Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,

Class A-4, Class A-5, Class A-6, Class A-V or Class A-P 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-I Certificates and Class

R-II Certificates.

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

the Trustee and authenticated by the Certificate Registrar substantially in the

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

designated as a "residual interest" in REMIC I for purposes of the REMIC

Provisions.

Class R-II Certificate: Any one of the Class R-II Certificates executed

by the Trustee and authenticated by the Certificate Registrar substantially in

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

designated as a "residual interest" in REMIC II for purposes of the REMIC

Provisions.

Closing Date: January 28, 2005.

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

particular time its corporate trust business with respect to this Agreement

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

instrument is located at 1761 East St. Andrew Place, Santa Ana, California

92705-4934, Attention: Residential Funding Corporation Series 2005-QS1.

Cut-off Date: January 1, 2005.

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

Business Day prior to each Distribution Date.

Discount Net Mortgage Rate: 5.75% per annum.

Due Period: With respect to each Distribution Date, the calendar month in

which such Distribution Date occurs.

<PAGE>

Eligible Account: An account that is any of the following: (i)

maintained with a depository institution the debt obligations of which have been

rated by each Rating Agency in its highest rating available, or (ii) an account

or accounts in a depository institution in which such accounts are fully insured

to the limits established by the FDIC, provided that any deposits not so insured

shall, to the extent acceptable to each Rating Agency, as evidenced in writing,

be maintained such that (as evidenced by an Opinion of Counsel delivered to the

Trustee and each Rating Agency) the registered Holders of Certificates have a

claim with respect to the funds in such account or a perfected first security

interest against any collateral (which shall be limited to Permitted

Investments) securing such funds that is superior to claims of any other

depositors or creditors of the depository institution with which such account is

maintained, or (iii) in the case of the Custodial Account, a trust account or

accounts maintained in the corporate trust department of U.S. Bank, National

Association, or (iv) in the case of the Certificate Account, a trust account or

accounts maintained in the corporate trust division of the Trustee, or (v) an

account or accounts of a depository institution acceptable to each Rating Agency

(as evidenced in writing by each Rating Agency that use of any such account as

the Custodial Account or the Certificate Account will not reduce the rating

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

then-current rating).

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

Available Distribution Amount over 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) hereof), (iii) the Class A-P Principal Distribution Amount

(determined without regard to clause (E) of the definition of Class A-P

Principal Distribution Amount) 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 2.00% 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) from the first to, but not including, the

second 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 since the most recent

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

the second to, but not including, 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 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.

<PAGE>

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.

Initial Monthly Payment Fund: $[ ] representing scheduled principal

amortization and interest at the Net Mortgage Rate payable during the February

2005 Due Period, for those Mortgage Loans for which the Trustee will not be

entitled to receive such payment.

Initial Notional Amount: With respect to the Class A-6 Certificates,

$8,755,565.22. With respect to the Class A-V Certificates or Subclass thereof

issued pursuant to Section 5.01(c) of the Standard Terms, the aggregate Cut-off

Date Principal Balance of the Mortgage Loans corresponding to the Uncertificated

REMIC I Regular Interests Z 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: 2.10% Class B-1: 0.50%

Class M-2: 0.85% Class B-2: 0.40%

Class M-3: 0.60% Class B-3: 0.30%

Interest Accrual Period: With respect to any Class of 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-6 or Class A-V

Certificates. The Interest Only Certificates will have no Certificate Principal

Balance.

Maturity Date: January 25, 2035, 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:

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

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

(iii) the Mortgage Rate ("ORIG RATE");

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

<PAGE>

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

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

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

and interest ("ORIGINAL P & I");

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

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

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

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

(xi) 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

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

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

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

the information required.

Notional Amount: As of any Distribution Date, (i) with respect to the

Class A-6 Certificates, an amount equal to the aggregate Certificate Principal

Balance of the Class A-1. Class A-2, Class A-3, Class A-4 and Class A-5

Certificates divided by 23; and (ii) with respect to any Class A-V Certificates

or Subclass thereof issued pursuant to Section 5.01(c) of the Standard Terms,

the aggregate Stated Principal Balance of the Mortgage Loans corresponding to

the Uncertificated REMIC I Regular Interests Z represented by such Class or

Subclass immediately prior to such date.

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

the Class A-V Certificates and Class A-P Certificates), Class M Certificates and

Class B 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

<PAGE>

Date, at the close of business on the Cut-off Date). With respect to the Class

A-V Certificates and the initial Distribution Date the Pass-Through Rate is

equal to 0.2311% 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 REMIC I Regular Interests Z 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 Cut-off Date). The

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

Accrued Certificate Interest.

Permitted Investments: One or more of the following:

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

(i) obligations of or guaranteed as to timely payment of principal and

interest by the United States or any agency or instrumentality thereof

when such obligations are backed by the full faith and credit of the

United States;

(ii) repurchase agreements on obligations specified in clause (i) maturing

not more than one month from the date of acquisition thereof, provided

that the unsecured short-term debt obligations of the party agreeing to

repurchase such obligations are at the time rated by each Rating Agency

in its highest short-term rating available;

(iii) federal funds, certificates of deposit, demand deposits, time deposits

and bankers' acceptances (which shall each have an original maturity of

not more than 90 days and, in the case of bankers' acceptances, shall in

no event have an original maturity of more than 365 days or a remaining

maturity of more than 30 days) denominated in United States dollars of

any U.S. depository institution or trust company incorporated under the

laws of the United States or any state thereof or of any domestic branch

of a foreign depository institution or trust company; provided that the

short-term debt obligations of such depository institution or trust

company (or, if the only Rating Agency is Standard & Poor's, in the case

of the principal depository institution in a depository institution

holding company, debt obligations of the depository institution holding

company) at the date of acquisition thereof have been rated by each

Rating Agency in its highest short-term rating available; and provided

further that, if the only Rating Agency is Standard & Poor's and if the

depository or trust company is a principal subsidiary of a bank holding

company and the debt obligations of such subsidiary are not separately

rated, the applicable rating shall be that of the bank holding company;

and, provided further that, if the original maturity of such short-term

debt obligations of a domestic branch of a foreign depository

institution or trust company shall exceed 30 days, the short-term rating

of such institution shall be A-1+ in the case of Standard & Poor's if

Standard & Poor's is the Rating Agency;

(iv) commercial paper and demand notes (having original maturities of not

more than 365 days) of any corporation incorporated under the laws of

the United States or any state thereof which on the date of acquisition

has been rated by each Rating Agency in its highest short-term rating

available; provided that such commercial paper shall have a remaining

maturity of not more than 30 days;

(v) any mutual fund, money market fund, common trust fund or other pooled

investment vehicle, the assets of which are limited to instruments that

otherwise would constitute Permitted Investments hereunder and have been

rated by each Rating Agency in its highest short-term rating available

(in the case of Standard & Poor's such rating shall be either AAAm or

AAAm-G), including any such fund that is managed by the Trustee or any

affiliate of the Trustee or for which the Trustee or any of its

affiliates acts as an adviser; and

<PAGE>

(vi) other obligations or securities that are acceptable to each Rating

Agency as a Permitted Investment hereunder and will not reduce the

rating assigned to any Class of Certificates by such Rating Agency

(without giving effect to any Certificate Policy (if any) in the case of

Insured Certificates (if any)) below the then-current rating, as

evidenced in writing;

provided, however, no instrument shall be a Permitted Investment if it

represents, either (1) the right to receive only interest payments with respect

to the underlying debt instrument or (2) the right to receive both principal and

interest payments derived from obligations underlying such instrument and the

principal and interest payments with respect to such instrument provide a yield

to maturity greater than 120% of the yield to maturity at par of such underlying

obligations. References herein to the highest rating available on unsecured

long-term rating category available shall mean AAA in the case of Standard &

Poor's and Fitch and Aaa in the case of Moody's, and references herein to the

highest rating available on unsecured commercial paper and short-term rating

category available obligations shall mean A-1 in the case of Standard & Poor's,

P-1 in the case of Moody's and either A-+ by Standard & Poor's, P-1 by Moody's

or F-1 by Fitch in the case of Fitch; provided, further, that any Permitted

Investment that is a short-term debt obligation rated A-1 by Standard & Poor's

must satisfy the following additional conditions: (i) the total amount of debt

from A-1 issuers must be limited to the investment of monthly principal and

interest payments (assuming fully amortizing collateral); (ii) the total amount

of A-1 investments must not represent more than 20% of the aggregate outstanding

Certificate Principal Balance of the Certificates and each investment must not

mature beyond 30 days; (iii) the terms of the debt must have a predetermined

fixed dollar amount of principal due at maturity that cannot vary; and (iv) if

the investments may be liquidated prior to their maturity or are being relied on

to meet a certain yield, interest must be tied to a single interest rate index

plus a single fixed spread (if any) and must move proportionately with that

index.

Prepayment Assumption: The prepayment assumption to be used for

determining the accrual of original issue discount and premium and market

discount on the Certificates for federal income tax purposes, which assumes a

constant prepayment rate of 10.0% per annum of the then outstanding principal

balance of the related Mortgage Loans in the first month of the life of such

Mortgage Loans and an additional approximately 0.909090909% per annum in each

month thereafter until the twelfth month, and beginning in the twelfth month and

in each month thereafter during the life of the Mortgage Loans, a constant

prepayment rate of 20.0% per annum.

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

February 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 not discussed in clause (i) above on

which any Class of Subordinate Certificates are outstanding:

<PAGE>

(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"); (c) the total amount of

the reductions in the Prepayment Distribution Percentages of the

Maturing Class or Classes pursuant to clause (a) of this sentence,

expressed as an 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

preceding the month in which the related Distribution Date occurs.

<PAGE>

Related Classes: As to any Uncertificated REMIC I Regular Interest,

those classes of Certificates identified as "Related Classes of Certificates" to

such Uncertificated REMIC I Regular Interest in the definition of Uncertificated

REMIC I Regular Interest.

REMIC I: The segregated pool of assets, with respect to which a REMIC

election is to be made, consisting of:

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

(ii) all payments and collections in respect of the Mortgage

Loans due after the Cut-off Date (other than Monthly

Payments due in the month of the Cut-off Date) as shall be

on deposit in the Custodial Account or in the Certificate

Account and identified as belonging to the Trust Fund,

including the proceeds from the liquidation of Additional

Collateral for any Additional Collateral Loan, but not

including amounts on deposit in the Initial Monthly

Payment Fund,

(iii) property which secured a Mortgage Loan and which has been

acquired for the benefit of the Certificateholders by

foreclosure or deed in lieu of foreclosure,

(iv) the hazard insurance policies and Primary Insurance

Policies, if any, the Pledged Assets with respect to each

Pledged Asset Mortgage Loan, and the interest in the

Surety Bond transferred to the Trustee pursuant to Section

2.01 herein, and

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

REMIC I Certificates: The Class R-I Certificates.

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

REMIC II: The segregated pool of assets consisting of the Uncertificated

REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of

the holders of each Class of Certificates (other than the Class R-I

Certificates) pursuant to Section 2.06, with respect to which a separate REMIC

election is to be made.

REMIC II Certificates: Any Class of Certificates (other than the Class

R-I Certificates).

Senior Accelerated Distribution Percentage: With respect to any

Distribution Date occurring on or prior to the 60th Distribution Date and, with

respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan

Group, 100%. With respect to any Distribution Date thereafter and any such Loan

Group, if applicable, as follows:

(i) for any Distribution Date after the 60th Distribution Date but on or

prior to the 72nd Distribution Date, the related Senior Percentage for

such Distribution Date plus 70% of the related Subordinate Percentage

for such Distribution Date;

(ii) for any Distribution Date after the 72nd Distribution Date but on or

prior to the 84th Distribution Date, the related Senior Percentage for

such Distribution Date plus 60% of the related Subordinate Percentage

for such Distribution Date;

<PAGE>

(iii) for any Distribution Date after the 84th Distribution Date but on or

prior to the 96th Distribution Date, the related Senior Percentage for

such Distribution Date plus 40% of the related Subordinate Percentage

for such Distribution Date;

(iv) for any Distribution Date after the 96th Distribution Date but on or

prior to the 108th Distribution Date, the related Senior Percentage for

such Distribution Date plus 20% of the related Subordinate Percentage

for such Distribution Date; and

(v) for any Distribution Date thereafter, the Senior Percentage for such

Distribution Date;

provided, however,

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

(i) that any scheduled reduction to the Senior Accelerated Distribution

Percentage described above shall not occur as of any Distribution Date unless

either

(a)(1)(X) the outstanding principal balance of the Mortgage Loans

delinquent 60 days or more (including Mortgage Loans which are in

foreclosure, have been foreclosed or otherwise liquidated, or with

respect to which the Mortgagor is in bankruptcy and any REO Property)

averaged over the last six months, as a percentage of the aggregate

outstanding Certificate Principal Balance of the Subordinate

Certificates, is less than 50% or (Y) the outstanding principal balance

of Mortgage Loans delinquent 60 days or more (including Mortgage Loans

which are in foreclosure, have been foreclosed or otherwise liquidated,

or with respect to which the Mortgagor is in bankruptcy and any REO

Property) averaged over the last six months, as a percentage of the

aggregate outstanding principal balance of all Mortgage Loans averaged

over the last six months, does not exceed 2% and (2) Realized Losses on

the Mortgage Loans to date for such Distribution Date if occurring

during the sixth, seventh, eighth, ninth or tenth year (or any year

thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or

50%, respectively, of the sum of the Initial Certificate Principal

Balances of the Subordinate Certificates or

(b)(1) the outstanding principal balance of Mortgage Loans

delinquent 60 days or more (including Mortgage Loans which are in

foreclosure, have been foreclosed or otherwise liquidated, or with

respect to which the Mortgagor is in bankruptcy and any REO Property)

averaged over the last six months, as a percentage of the aggregate

outstanding principal balance of all Mortgage Loans averaged over the

last six months, does not exceed 4% and (2) Realized Losses on the

Mortgage Loans to date for such Distribution Date, if occurring during

the sixth, seventh, eighth, ninth or tenth year (or any year thereafter)

after the Closing Date are less than 10%, 15%, 20%, 25% or 30%,

respectively, of the sum of the Initial Certificate Principal Balances

of the Subordinate Certificates, and

(ii) that for any Distribution Date on which the Senior Percentage is

greater than the Senior Percentage as of the Closing Date, the Senior

Accelerated Distribution Percentage for such Distribution Date shall be 100%,

or, if the Mortgage Pool is comprised of two or more Loan Groups, for any

Distribution Date on which the weighted average of the Senior Percentages for

<PAGE>

each Loan Group, weighted on the basis of the Stated Principal Balances of the

Mortgage Loans in the related Loan Group (excluding the Discount Fraction of the

Discount Mortgage Loans in such Loan Group) exceeds the weighted average of the

initial Senior Percentages (calculated on such basis) for each Loan Group, each

of the Senior Accelerated Distribution Percentages for such Distribution Date

will equal 100%.

Notwithstanding the foregoing, upon the reduction of the Certificate Principal

Balances of the related Senior Certificates (other than the Class A-P

Certificates, if any) to zero, the related Senior Accelerated Distribution

Percentage shall thereafter be 0%.

Senior Certificate: 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.

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: With respect 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

therefrom pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) (excluding

any amount distributable pursuant to clause (E) of the definition of "Class A-P

Principal Distribution Amount") and (b) the sum of the amounts required to be

distributed to the Senior Certificateholders on such Distribution Date pursuant

to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and 4.02(a)(xvii).

Senior Support Certificates: The Class A-4 Certificates.

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

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

$2,145,974 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 greater of (i) the product of the Special Hazard

Percentage for such anniversary multiplied by the outstanding principal balance

of all the Mortgage Loans on the Distribution Date immediately preceding such

anniversary and (ii) twice the outstanding principal balance of the Mortgage

Loan with the largest outstanding principal balance as of the Distribution Date

immediately preceding 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

<PAGE>

immediately preceding Distribution Date) of all of the Mortgage Loans, expressed

as a percentage, and the denominator of which is equal to 29.80% (which

percentage is equal to the percentage of Mortgage Loans by aggregate principal

balance 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 (or, with respect to a Cooperative Loan, the related

Cooperative Apartment) 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.

Special Hazard Percentage: As of each anniversary of the Cut-off Date,

the greater of (i) 1.0% and (ii) the largest percentage obtained by dividing the

aggregate outstanding principal balance (as of immediately preceding

Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located

in a single, five-digit zip code area in the State of California by the

outstanding principal balance of all the Mortgage Loans as of the immediately

preceding Distribution Date.

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 (without giving effect to the

related Senior Percentages) for such Distribution Date under clauses (1), (2)

and (3) of Section 4.02(a)(ii)(Y)(A) 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) (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 not paid to the Senior Certificates;

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 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

<PAGE>

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.

Super Senior Certificates: The Class A-1 Certificates.

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

Super Senior Optimal Percentage: As of any Distribution Date on and

after the Credit Support Depletion Date, a fraction, expressed as a percentage,

the numerator of which is the Certificate Principal Balance of the Super Senior

Certificates immediately prior to such Distribution Date and the denominator 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.

Super Senior Optimal Principal Distribution Amount: As of any

Distribution Date on or after the Credit Support Depletion Date, an amount equal

to the product of (a) the then-applicable Super Senior Optimal Percentage and

(b) the amounts described in clause (b) of the Senior Principal Distribution

Amount.

Uncertificated Accrued Interest: With respect to each Distribution Date,

(i) as to each Uncertificated REMIC I Regular Interest other than each

Uncertificated REMIC I Regular Interest Z, an amount equal to the aggregate

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

definition thereof on the Related Classes of Certificates (excluding any

Interest Only Certificates) if the Pass-Through Rate on such Classes were equal

to the Uncertificated Pass-Through Rate on such Uncertificated REMIC I Regular

Interest, (ii) as to each Uncertificated REMIC I Regular Interest Z and each

Uncertificated REMIC II Regular Interest Z, an amount equal to one month's

interest at the Pool Strip Rate of the related Mortgage Loan on the principal

balance of such Mortgage Loan reduced by such Interest's pro-rata share of any

prepayment interest shortfalls or other reductions of interest allocable to the

Class A-V Certificates.

Uncertificated Pass-Through Rate: With respect to each of the

Uncertificated REMIC I Regular Interests, other than the Uncertificated REMIC I

Regular Interests Z, the per annum rate specified in the definition of

Uncertificated REMIC I Regular Interests. With respect to each Uncertificated

REMIC I Regular Interest Z and each Uncertificated REMIC II Regular Interest Z,

the Pool Strip Rate for the related Mortgage Loan.

Uncertificated Principal Balance: With respect to each Uncertificated

REMIC I Regular Interest, as defined in the definition of Uncertificated REMIC I

Regular Interest.

Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I

Regular Interests Z together with the interests identified in the table below,

each representing an undivided beneficial ownership interest in REMIC I, and

having the following characteristics:

<PAGE>

1. The principal balance from time to time of each Uncertificated REMIC I

Regular Interest identified in the table below shall be the amount

identified as the Initial Principal Balance thereof in such table, minus

the sum of (x) the aggregate of all amounts previously deemed

distributed with respect to such interest and applied to reduce the

Uncertificated Principal Balance thereof pursuant to Section

10.04(a)(ii) and (y) the aggregate of all reductions in Certificate

Principal Balance deemed to have occurred in connection with Realized

Losses that were previously deemed allocated to the Uncertificated

Principal Balance of such Uncertificated REMIC I Regular Interest

pursuant to Section 10.04(d), which equals the aggregate principal

balance of the Classes of Certificates identified as related to such

Uncertificated REMIC I Regular Interest in such table.

2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I

Regular Interest identified in the table below shall be the per annum

rate set forth in the Pass-Through Rate column of such table.

3. The Uncertificated REMIC I Distribution Amount for each REMIC I Regular

Interest identified in the table below shall be, for any Distribution

Date, the amount deemed distributed with respect to such Uncertificated

REMIC I Regular Interest on such Distribution Date pursuant to the

provisions of Section 10.04(a).

<TABLE>

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

Uncertificated REMIC Related Classes of Certificates Pass-Through Rate Initial Principal

I Regular Interest Balance

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

W Class A-1, Class A-2, Class 5.75% $ 201,378,000.00

A-3, Class A-4, Class A-5,

Class A-6,

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

X Class A-P 0.00% $ 3,024,878.67

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

Y Class R-II, Class M-1, Class 5.75% $ 10,194,382

M-2, Class M-3, Class B-1,

Class B-2, Class B-3

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

</TABLE>

Uncertificated REMIC I Regular Interests Z: Each of the 1,188

uncertificated partial undivided beneficial ownership interests in the Trust

Fund, numbered sequentially from 1 to 1,188, each relating to the particular

Mortgage Loan identified by such sequential number on the Mortgage Loan

Schedule, each having no principal balance, and each bearing interest at the

respective Pool Strip Rate on the Stated Principal Balance of the related

Mortgage Loan.

Uncertificated REMIC I Regular Interests Z Distribution Amount: With

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

distributed on the Uncertificated REMIC I Regular Interests Z for such

Distribution Date pursuant to Section 10.04(a).

Uncertificated REMIC I Regular Interest Distribution Amounts: With

respect to each Uncertificated REMIC I Regular Interest, other than the

Uncertificated REMIC I Regular Interests Z, the amount specified as the

Uncertificated REMIC I Regular Interest Distribution Amount with respect thereto

in the definition of Uncertificated REMIC I Regular Interests. With respect to

the Uncertificated REMIC I Regular Interests Z, the Uncertificated REMIC I

Regular Interests Z Distribution Amount.

Uncertificated REMIC II Regular Interests Z: Each of the 1,188

uncertificated partial undivided beneficial ownership interests in REMIC II

numbered sequentially from 1 through 1,188 each relating to the identically

numbered Uncertificated REMIC I Regular Interests Z, each having no principal

<PAGE>

balance and bearing interest at a rate equal to the related Pool Strip Rate on

the Stated Principal Balance of the Mortgage Loan related to the identically

numbered Uncertificated REMIC I Regular Interests Z, comprising such

Uncertificated REMIC II Regular Interests Z's pro rata share of the amount

distributed pursuant to Section 10.04(a).

Uncertificated REMIC II Regular Interests Distribution Amount: With

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

distributed on the Uncertificated REMIC I Regular Interests Z for such

Distribution Date pursuant to Section 10.04(a).

Underwriters: Greenwich Capital Markets, Inc. and Residential Funding

Securities Corporation.

Section 1.02. Use of Words and Phrases.

"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"

and other equivalent words refer to the Pooling and Servicing Agreement as a

whole. All references herein to Articles, Sections or Subsections shall mean the

corresponding Articles, Sections and Subsections in the Pooling and Servicing

Agreement. The definitions set forth herein include both the singular and the

plural.

<PAGE>

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of Mortgage Loans.

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

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

set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section

(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by

Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such

documents to the Master Servicer, and the Master Servicer shall hold such

documents in trust for the use and benefit of all present and future

Certificateholders until such time as is set forth in the next sentence. Within

thirty Business Days following the earlier of (i) the receipt of the original of

all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii),

(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies

thereof as permitted by such Section) for any Mortgage Loan and (ii) a written

request by the Trustee to deliver those documents with respect to any or all of

the Mortgage Loans then being held by the Master Servicer, the Master Servicer

shall deliver a complete set of such documents to the Trustee or the Custodian

or Custodians that are the duly appointed agent or agents of the Trustee.

The parties hereto agree that it is not intended that any Mortgage Loan

be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as

defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a

"High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act

effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in

the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004

or (iv) a "High-Cost Home Loan" as defined in the Indiana House Enrolled Act No.

1229, effective as of January 1, 2005.

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

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

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

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

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

<PAGE>

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 (subject to interest only

periods, if applicable), 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 30 years;

(iv) To the best of the Company's knowledge, except in the case of three

Mortgage Loans representing approximately 0.3% of the aggregate

principal balance of the Mortgage Loans, if a Mortgage Loan is secured

by a Mortgaged Property with a Loan-to-Value Ratio at origination in

excess of 80%, such Mortgage Loan is the subject of a Primary Insurance

Policy that insures (a) at least 35% of the Stated Principal Balance of

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

100.00% and 95.01%, (b) at least 30% of the Stated Principal Balance of

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

95.00% and 90.01%, (c) at least 25% of such balance if the Loan-to-Value

Ratio is between 90.00% and 85.01% and (d) at least 12% of such balance

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

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

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

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

whose claims-paying abilities are currently acceptable to each Rating

Agency;

(vi) No more than 0.6% of the Mortgage Loans by aggregate Stated Principal

Balance as of the Cut-off Date are secured by Mortgaged Properties

located in any one zip code area in California and no more than 0.5% of

the Mortgage Loans by aggregate Stated Principal Balance as of the

Cut-off Date are secured by Mortgaged Properties located in any one zip

code area outside California;

<PAGE>

(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) Approximately 54.94% of the Mortgage Loans by aggregate Stated Principal

Balance as of the Cut-off Date were underwritten under a reduced loan

documentation program, approximately [ ]% of the Mortgage Loans by

aggregate Stated Principal Balance as of the Cut-off Date were

underwritten under a no-stated income program, and approximately [ ]% of

the Mortgage Loans by aggregate Stated Principal Balance as of the

Cut-off Date were underwritten under a no income/no asset program;

(x) Except with respect to approximately 24.62% of the Mortgage Loans by

aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor

represented in its loan application with respect to the related Mortgage

Loan that the Mortgaged Property would be owner-occupied;

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

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

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

1.860G-2(a)(1);

(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 is a Cooperative Loan; with respect to a

Mortgage Loan that is a Cooperative Loan, the Cooperative Stock that is

pledged as security for the Mortgage Loan is held by a person as a

tenant-stockholder (as defined in Section 216 of the Code) in a

cooperative housing corporation (as defined in Section 216 of the Code);

(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;

<PAGE>

(xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day

year consisting of twelve 30-day months;

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

Destroyed Mortgage Note;

(xviii) None of the Mortgage Loans has been made to an International Borrower,

and no such Mortgagor is a member of a foreign diplomatic mission with

diplomatic rank;

(xix) No Mortgage Loan provides for payments that are subject to reduction by

withholding taxes levied by any foreign (non-United States) sovereign

government; and

(xx) None of the Mortgage Loans are Additional Collateral Loans and none of

the Mortgage Loans are Pledged Asset Loans.

It is understood and agreed that the representations and warranties set forth in

this Section 2.03(b) shall survive delivery of the respective 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

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.

<PAGE>

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

the Standard Terms)

Section 2.05. Execution and Authentication of Certificates/Issuance of

Certificates Evidencing Interests in REMIC I 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 and/or the applicable REMIC, receipt of which

is hereby acknowledged. Concurrently with such delivery and in exchange

therefor, the Trustee, pursuant to the written request of the Company executed

by an officer of the Company, has executed and caused to be authenticated and

delivered to or upon the order of the Company the Class R-I Certificates in

authorized denominations which together with the Uncertificated REMIC I Regular

Interests, evidence the beneficial interest in REMIC I.

Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II Regular

Interests; Acceptance by the Trustee.

The Company, as of the Closing Date, and concurrently with the execution

and delivery hereof, does hereby assign without recourse all the right, title

and interest of the Company in and to the Uncertificated REMIC I Regular

Interests to the Trustee for the benefit of the Holders of each Class of

Certificates (other than the Class R-I Certificates). The Trustee acknowledges

receipt of the Uncertificated REMIC I Regular Interests and declares that it

holds and will hold the same in trust for the exclusive use and benefit of all

present and future Holders of each Class of Certificates (other than the Class

R-I Certificates). The rights of the Holders of each Class of Certificates

(other than the Class R-I Certificates) to receive distributions from the

proceeds of REMIC II in respect of such Classes, and all ownership interests of

the Holders of such Classes in such distributions, shall be as set forth in this

Agreement.

Section 2.07. Issuance of Certificates Evidencing Interest in REMIC II.

The Trustee acknowledges the assignment to it of the Uncertificated

REMIC I Regular Interests and, concurrently therewith and in exchange therefor,

pursuant to the written request of the Company executed by an officer of the

Company, the Trustee has executed and caused to be authenticated and delivered

to or upon the order of the Company, all Classes of Certificates (other than the

Class R-I Certificates) in authorized denominations, which evidence the

beneficial interest in the entire REMIC II.

Section 2.08. Purposes and Powers of the Trust. (See Section 2.08 of the

Standard Terms).

<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 the Master Servicer on behalf of the

Trustee (or the Paying Agent appointed by the Trustee) shall distribute to the

Master Servicer, in the case of a distribution 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 of the Standard Terms respecting the

final distribution) either in immediately available funds (by wire transfer or

otherwise) to the account of such Certificateholder at a bank or other entity

having appropriate facilities therefor, if such Certificateholder has so

notified the Master Servicer or the Paying Agent, as the case may be, or, if

such Certificateholder has not so notified the Master Servicer or the Paying

Agent by the Record Date, by check mailed to such Certificateholder at the

address of such Holder appearing in the Certificate Register such

Certificateholder's share (which share (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), (c) and (e) below), in each case to the extent of

the Available Distribution Amount remaining:

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

Certificates), on a pro rata basis based on 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); and

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

Principal Distribution Amount (applied to reduce the Certificate

Principal Balance of such Senior Certificates); and

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

Class A-6 and Class A-V Certificates), in the priorities and amounts set

forth in Section 4.02(b) and (c), 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 Section 2.02, 2.03, 2.04 or 4.07 and the

amount of any shortfall deposited in the Custodial Account in

connection with the substitution of a Deleted Mortgage Loan

pursuant to Section 2.03 or 2.04 during the 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 clause (C) of the definition of Class A-P Principal

Distribution Amount);

<PAGE>

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;

and

(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and

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;

(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;

<PAGE>

(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) 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) 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) 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;

(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) are insufficient therefor, applied in reduction of the Certificate

Principal Balance of the Class B-2 Certificates;

<PAGE>

(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) 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, on a pro rata basis in

accordance with their respective outstanding Certificate Principal

Balances, 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-I 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.

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

Distribution Date will be made as follows:

<PAGE>

(i) an amount equal Class A-P Principal Distribution Amount shall be

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

Principal Balance thereof has been reduced to zero;

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

the following manner and priority:

(A) first, to the Class R-I Certificates and Class R-II Certificates, on

a pro rata basis in accordance with their respective Certificate

Principal Balances, until the Certificate Principal Balances thereof

have been reduced to zero;

(B) second, any remaining amount to the Class A-1, Class A-4 and Class

A-5 Certificates, on a pro rata basis in accordance with their

respective Certificate Principal Balances, until the Certificate

Principal Balances thereof have been reduced to zero;

Certificate Principal Balance of the Class A-2 Certificates has been

reduced to zero; and

(D) fourth, any remaining amount to the Class A-3 Certificates until the

Certificate Principal Balance of the Class A-3 Certificates has been

reduced to zero.

Depletion Date, an amount equal to the Class A-P Distribution Amount will be

distributed to the Class A-P Certificates and then the Senior Principal

Distribution Amount will be distributed to the remaining Senior Certificates

(other than the Class A-P Certificates, the Class A-6 Certificates and the Class

A-V Certificates) pro rata in accordance with their respective outstanding

Certificate Principal Balances; provided, however, that until reduction of the

Certificate Principal Balance of the Senior Support Certificates to zero, the

aggregate amount distributable to the Super Senior Certificates and Senior

Support Certificates in respect of the aggregate Accrued Certificate Interest

thereon and in respect of their aggregate pro rata portion of the Senior

Principal Distribution Amount will be distributed among such Senior Certificates

in the following priority: first, to the Super Senior Certificates, up to an

amount equal to the Accrued Certificate Interest on the Super Senior

Certificates; second, to the Super Senior Certificates, up to an amount equal to

the Super Senior Optimal Principal Distribution Amount, in reduction of the

Certificate Principal Balance thereof, until the Certificate Principal Balance

thereof has been reduced to zero; third, to the Senior Support Certificates, up

to an amount equal to the Accrued Certificate Interest thereon; and fourth, to

the Senior Support Certificates, the remainder, until the Certificate Principal

Balance thereof has been reduced to zero.

(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 distributed solely to the

holders of the Class A-P, Class A-V and Subordinate Certificates, in each case

as described herein.

<PAGE>

(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) of the Standard Terms. 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 a Certificate Principal Balance greater than zero with the

highest payment 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 from

zero the Certificate Principal Balance of the Class of Certificates with the

next lower payment priority, up to the amount of 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 from zero the

Certificate Principal Balance of the Class of Certificates with the next lower

payment priority up to the amount of 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 Interest Accrual Period that relates to 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.

(f) Each distribution with respect to a Book-Entry Certificate shall be

paid to the Depository, as Holder thereof, and the Depository shall be solely

responsible for crediting the amount of such distribution to the accounts of its

Depository Participants in accordance with its normal procedures. Each

Depository Participant shall be responsible for disbursing such distribution to

the Certificate Owners that it represents and to each indirect participating

brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage

firm shall be responsible for disbursing funds to the Certificate Owners that it

represents. None of the Trustee, the Certificate Registrar, the Company or the

Master Servicer shall have any responsibility therefor.

(g) Except as otherwise provided in Section 9.01 of the Standard Terms,

if the Master Servicer anticipates that a final distribution with respect to any

Class of Certificates will be made on the next Distribution Date, the Master

Servicer shall, no later than the Determination Date in the month of such final

distribution, notify the Trustee and the Trustee shall, no later than two (2)

Business Days after such Determination Date, mail on such date to each Holder of

such Class of Certificates a notice to the effect that: (i) the Trustee

anticipates that the final distribution with respect to such Class of

Certificates will be made on such Distribution Date but only upon presentation

and surrender of such Certificates at the office of the Trustee or as otherwise

specified therein, and (ii) no interest shall accrue on such Certificates from

and after the end of the related Interest Accrual Period. In the event that

Certificateholders required to surrender their Certificates pursuant to Section

9.01(c) of the Standard Terms do not surrender their Certificates for final

cancellation, the Trustee shall cause funds distributable with respect to such

Certificates to be withdrawn from the Certificate Account and credited to a

separate escrow account for the benefit of such Certificateholders as provided

in Section 9.01(d) of the Standard Terms.

<PAGE>

Section 4.03. Statements to Certificateholders; Statements to the Rating

Agencies; Exchange Act Reporting. (See Section 4.03 of the

Standard Terms)

Section 4.04. Distribution of Reports to the Trustee and the Company;

Advances by the Master Servicer. (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

Loss is on a Discount Mortgage Loan, to the Class A-P Certificates in an amount

equal to the related Discount Fraction of the principal portion of the Realized

Loss until the Certificate Principal Balance of the Class A-P Certificates has

been reduced to zero, and the remainder of such Realized Losses on the Discount

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

Mortgage Loans shall be allocated among all Senior Certificates (other than the

Class A-P Certificates) on a pro rata basis, as described below; provided,

however, that after the Credit Support Depletion Date, Realized Losses otherwise

allocable to the Super Senior Certificates will be allocated to the Senior

Support Certificates until the Certificate Principal Balance of the Senior

Support Certificates has been reduced to zero. The principal portion of any

Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and

Extraordinary Losses on the Discount Mortgage Loans shall be allocated to the

Class A-P Certificates in an amount equal to the related Discount Fraction

thereof and the remainder of the principal portion and the entire interest

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

principal and interest portion of such Realized Losses on Non-Discount Mortgage

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

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

described below; provided, however, that such Realized Losses otherwise

allocable to the Super Senior Certificates will be allocated to the Senior

Support Certificates until the Certificate Principal Balance of the Senior

Support Certificates is reduced to zero.

As used herein, an allocation of a Realized Loss on a "pro rata basis"

among two or more specified Classes of Certificates means an allocation on a pro

rata basis, among the various Classes so specified, to each such Class of

Certificates, on the basis of their then outstanding Certificate Principal

Balances prior to giving effect to distributions to be made on such Distribution

Date in the case of the principal portion of a Realized Loss or based on the

Accrued Certificate Interest thereon payable 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

<PAGE>

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

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

have been issued pursuant to Section 5.01(c) of the Standard Terms, 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

<PAGE>

CONCERNING THE TRUSTEE

(SEE ARTICLE VIII OF THE STANDARD TERMS)

ARTICLE IX

<PAGE>

TERMINATION

(SEE ARTICLE IX OF THE STANDARD TERMS)

ARTICLE X

REMIC PROVISIONS

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

Terms)

Section 10.02. Master Servicer; REMIC Administrator and Trustee

Indemnification. (See Section 10.02 of the Standard Terms)

Section 10.03. Designation of REMICs.

The REMIC Administrator shall 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) as a REMIC ("REMIC I") and

shall make an election to treat the pool of assets comprised of the

Uncertificated REMIC I Regular Interests as a REMIC ("REMIC II") for federal

income tax purposes.

The Uncertificated REMIC I Regular Interests will be "regular interests"

in REMIC I and the Class R-I Certificates will be the sole class of "residual

interests" in REMIC I for purposes of the REMIC Provisions (as defined herein)

under the federal income tax law.

The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,

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 Uncertificated REMIC II Regular Interests Z, the rights in

and to which will be represented by the Class A-V Certificates, will be "regular

interests" in REMIC II, and the Class R-II Certificates will be the sole class

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

herein) 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 REMIC II Regular

Interest or Interests Z specified by the initial Holder of the Class A-V

Certificates pursuant to said Section.

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

Interests.

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

to itself, as the holder of the Uncertificated REMIC I Regular Interests, the

Uncertificated REMIC I Regular Interest Distribution Amounts in the following

order of priority to the extent of the Available Distribution Amount reduced by

distributions made to the Class R-I Certificates pursuant to Section 4.02(a):

(i) Uncertificated Accrued Interest on the Uncertificated REMIC I

Regular Interests for such Distribution Date, plus any Uncertificated

Accrued Interest thereon remaining unpaid from any previous Distribution

Date; and

(ii) In accordance with the priority set forth in Section

10.04(b), an amount equal to the sum of the amounts in respect of

principal distributable on each Class of Certificates (other than the

Class R-I Certificates) under Section 4.02(a), as allocated thereto

pursuant to Section 4.02(b).

<PAGE>

(b)The amount described in Section 10.04(a)(ii) shall be deemed

distributed to (i) Uncertificated REMIC I Regular Interest W, (ii)

Uncertificated REMIC I Regular Interest X and (iii) Uncertificated REMIC I

Regular Interest Y with the amount to be distributed allocated among such

interests in accordance with the priority assigned to each Related Class of

Certificates (other than the Class R-I Certificates), respectively, under

Section 4.02(b) until the Uncertificated Principal Balance of each such interest

is reduced to zero.

(c)The portion of the Uncertificated REMIC I Regular Interest

Distribution Amounts described in Section 10.04(a)(ii) shall be deemed

distributed by REMIC I to REMIC II in accordance with the priority assigned to

the REMIC II Certificates relative to that assigned to the REMIC I Certificates

under Section 4.02(b).

(d)In determining from time to time the Uncertificated REMIC I Regular

Interest Distribution Amounts and Uncertificated REMIC II Regular Interest

Distribution Amounts:

(i) Realized Losses allocated to the Class A-V Certificates under

Section 4.05 shall be deemed allocated to the Uncertificated REMIC II

Regular Interests Z pro-rata according to the respective amounts of

Uncertificated Accrued Interest that would have accrued on such

Uncertificated REMIC II Regular Interests Z for the Distribution Date

for which such allocation is being made in the absence of such

allocation;

(ii) Realized Losses allocated to the Class A-1, Class A-2, Class

A-3, Class A-4, Class A-5 and Class A-6 Certificates under Section 4.05

shall be deemed allocated to Uncertificated REMIC I Regular Interest W;

(iii) Realized Losses allocated to the Class A-P Certificates

under Section 4.05 shall be deemed allocated to Uncertificated REMIC I

Regular Interest X;

(iv) Realized Losses allocated to the Class M-1, Class M-2, Class

M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates under

Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular

Interest Y; and

(v) Realized Losses allocated to the Uncertificated REMIC II

Regular Interests Z under clause (i), above, shall be deemed allocated,

in each case, to the related Uncertificated REMIC I Regular Interest Z.

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

from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the

Holders of each Class of Certificates (other than the Class R-I Certificates)

the amounts distributable thereon from the Uncertificated REMIC I Regular

Interest Distribution Amounts deemed to have been received by REMIC II from

REMIC I under this Section 10.04. The amounts deemed distributed hereunder with

respect to the Class A-V Certificates shall be deemed to have been distributed

in respect of the Uncertificated REMIC II Regular Interests Z in accordance with

their respective Uncertificated REMIC II Regular Interest Distribution Amounts,

as such Uncertificated REMIC II Regular Interests Z comprise the Class A-V

Certificates.

<PAGE>

(f)Notwithstanding the deemed distributions on the Uncertificated REMIC

I 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 issue discount payments or advances thereof that the

Trustee or any Paying Agent, as applicable, reasonably believes are applicable

under the Code. The consent of Certificateholders shall not be required for such

withholding. In the event the Trustee or any Paying Agent, as applicable, does

withhold any amount from interest or original issue discount payments or

advances thereof to any Certificateholder pursuant to federal withholding

requirements, the Trustee or any Paying Agent, as applicable, shall indicate the

amount withheld to such Certificateholder pursuant to the terms of such

requirements.

<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 Law. (See Section 11.04 of the Standard Terms)

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

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

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

shall be deemed to have been duly given only when received), to the appropriate

address for each recipient listed in the table below or, in each case, such

other address as may hereafter be furnished in writing to the Master Servicer,

the Trustee and the Company, as applicable:

<TABLE>

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

RECIPIENT ADDRESS

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

<S> <C>

Company 8400 Normandale Lake Boulevard

Suite 250, Minneapolis, Minnesota 55437,

Attention: President

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

Master Servicer 2255 N. Ontario Street, Suite 400

Burbank, California 91504-2130,

Attention: Managing Director/Master Servicing

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

Trustee Corporate Trust Office

1761 East St. Andrew Place

Santa Ana, California 92705-4934,

Attention: Residential Accredit Loans, Inc. Series 2005-QS1

The Trustee designates its offices located at

c/o DTC Transfer Services, 55 Water Street,

Jeanette Street Park Entrance, New York, New

York 10041, for the purposes of Section 8.12

of the Standard Terms

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

Fitch Ratings One State Street Plaza

New York, New York 10004

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

Standard & Poor's Ratings 55 Water Street

Services, a division of The New York, New York 10041

McGraw-Hill Companies, Inc.

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

</TABLE>

<PAGE>

Any notice required or permitted to be mailed to a Certificateholder shall be

given by first class mail, postage prepaid, at the address of such holder as

shown in the Certificate Register. Any notice so mailed within the time

prescribed in this Agreement shall be conclusively presumed to have been duly

given, whether or not the Certificateholder receives such notice.

Section 11.06. Required Notices to Rating Agency and Subservicer. (See

Section 11.06 of the Standard Terms)

Section 11.07. Severability of Provisions. (See Section 11.07 of the

Standard Terms)

Section 11.08. Supplemental Provisions for Resecuritization. (See

Section 11.08 of the Standard Terms)

Section 11.09. Allocation of Voting Rights.

97% of all of the Voting Rights shall be allocated among Holders

of Certificates, other than the Interest Only Certificates and Class R

Certificates, in proportion to the outstanding Certificate Principal Balances of

their respective Certificates, 1% of all Voting Rights shall be allocated among

the Holders of the Class A-6 Certificates, in accordance with their respective

Percentage Interests; 1% of all Voting Rights shall be allocated among the

Holders of the Class A-V Certificates, in accordance with their respective

Percentage Interests; 0.5% of all Voting Rights shall be allocated among the

Holders of the Class R-I Certificates, in accordance with their respective

Percentage Interests; and 0.5% of all Voting Rights shall be allocated among the

Holders of the Class R-II Certificates, in accordance with their respective

Percentage Interests.

Section 11.10. No Petition.

The Depositor, Master Servicer and the Trustee, by entering into

this Agreement, and each Certificateholder, by accepting a Certificate, hereby

covenant and agree that they will not at any time institute against the Trust

Fund, or join in any institution against the Trust Fund of, any bankruptcy

proceedings under any United States federal or state bankruptcy or similar law

in connection with any obligation with respect to the Certificates or this

Agreement.

<PAGE>

IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee

have caused their names to be signed hereto by their respective officers

thereunto duly authorized and their respective seals, duly attested, to be

hereunto affixed, all as of the day and year first above written.

RESIDENTIAL ACCREDIT LOANS, INC.

[Seal]