SERIES SUPPLEMENT TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RALI SERIES 2005-QO4 TRUST | RESIDENTIAL ACCREDIT LOANS, INC. | RESIDENTIAL FUNDING CORPORATION | DEUTSCHE BANK TRUST COMPANY AMERICAS

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Title: SERIES SUPPLEMENT TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 12/15/2005

Execution Copy

RESIDENTIAL ACCREDIT LOANS, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee

SERIES SUPPLEMENT,

DATED AS OF NOVEMBER 1, 2005

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

dated as of August 1, 2004

Mortgage Asset-Backed Pass-Through Certificates

Series 2005-QO4

<PAGE>

<TABLE>

TABLE OF CONTENTS

PAGE

ARTICLE I DEFINITIONS...............................................................6

Section 1.01 Definitions.......................................................6

Section 1.02 Use of Words and Phrases..........................................27

Section 1.03 Determination of LIBOR............................................27

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........29

Section 2.01 Conveyance of Mortgage Loans.....................................29

Section 2.02 Acceptance by Trustee............................................30

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

Company..........................................................30

Section 2.04 Representations and Warranties of Sellers........................33

Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates

Evidencing Interests in REMIC I Certificates.....................33

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

Acceptance by the Trustee........................................33

Section 2.07 Issuance of Certificates Evidencing Interest in REMIC II.........33

Section 2.08 Purposes and Powers of the Trust.................................33

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................34

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................38

Section 4.01 Certificate Account..............................................38

Section 4.02 Distributions....................................................38

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

Act Reporting....................................................44

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

Master Servicer..................................................44

Section 4.05 Allocation of Realized Losses....................................44

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property....46

Section 4.07 Optional Purchase of Defaulted Mortgage Loans....................46

Section 4.08 Surety Bond......................................................46

Section 4.09 Yield Maintenance Agreement Reserve Fund.........................46

Section 4.10 Carryover Shortfall Reserve Fund.................................47

ARTICLE V THE CERTIFICATES.........................................................49

Section 5.01 The Certificates.................................................49

Section 5.02 Registration of Transfer and Exchange of Certificates............51

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates................53

Section 5.04 Persons Deemed Owners............................................53

Section 5.05 Appointment of Paying Agent......................................53

Section 5.06 U.S.A. Patriot Act Compliance....................................53

ARTICLE VI THE COMPANY AND THE MASTER SERVICER......................................54

ARTICLE VII DEFAULT..................................................................55

ARTICLE VIII CONCERNING THE TRUSTEE...................................................56

ARTICLE IX TERMINATION..............................................................57

ARTICLE X REMIC PROVISIONS.........................................................58

Section 10.01 REMIC Administration.............................................58

Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification.58

Section 10.03 Designation of REMICs............................................58

Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests....58

Section 10.05 Compliance with Withholding Requirements.........................58

ARTICLE XI MISCELLANEOUS PROVISIONS.................................................59

Section 11.01 Amendment........................................................59

Section 11.02 Recordation of Agreement; Counterparts..........................59

Section 11.03 Limitation on Rights of Certificateholders.......................59

Section 11.04 Governing Law....................................................59

Section 11.05 Notices..........................................................59

Section 11.06 Required Notices to Rating Agency and Subservicer................60

Section 11.07 Severability of Provisions.......................................60

Section 11.08 Supplemental Provisions for Resecuritization.....................60

Section 11.09 Allocation of Voting Rights......................................60

Section 11.10 No Petition......................................................60

</TABLE>

<PAGE>

EXHIBITS

Exhibit One: Mortgage Loan Schedule

Exhibit Two: Information to be Included in

Monthly Distribution Date Statement

Exhibit Three:.Standard Terms of Pooling and

Servicing Agreement dated as of August 1, 2004

APPENDIX

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

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

of August 1, 2004 and attached as Exhibit Three hereto (the "Standard Terms"

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

or "Agreement"), among RESIDENTIAL ACCREDIT LOANS, INC., as the company

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

FUNDING 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 Trust Fund.

The terms and provisions of the Standard Terms are hereby incorporated

by reference herein as though set forth in full herein. If any term or provision

contained herein shall conflict with or be inconsistent with any provision

contained in the Standard Terms, the terms and provisions of this Series

Supplement shall govern. All capitalized terms not otherwise defined herein

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

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

REMIC I

As provided herein, the REMIC Administrator will make an election to

treat the entire segregated pool of assets described in the definition of REMIC

I (as defined herein) (including the Mortgage Loans but excluding the Initial

Monthly Payment Fund, the Yield Maintenance Agreement Reserve Fund and the

Carryover Shortfall Reserve Fund), and subject to this Agreement, as a real

estate mortgage investment conduit (a "REMIC") for federal income tax purposes

and such segregated pool of assets will be designated as "REMIC I." The

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

and the Class R-I Certificates will represent ownership of the sole class of

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

herein).

The following table irrevocably sets forth the designation, the

Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal

Balance, and solely for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date," for each of the

Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I

Regular Interests will be certificated.

<PAGE>

<TABLE>

Designation Uncertificated Initial Latest

REMIC I Uncertificated Possible Maturity(1)

Pass-Through Principal Balance

Rate

REMIC I Regular Interest Y1 Variable(2) $131,777.71 December 25, 2045

REMIC I Regular Interest Y2 Variable(2) $266,710.41 December 25, 2045

REMIC I Regular Interest LT1 Variable(2) $263,348,248.54 December 25, 2045

REMIC I Regular Interest LT2 Variable(2) $13,177.96 December 25, 2045

REMIC I Regular Interest LT3 Variable(2) $13,177.96 December 25, 2045

REMIC I Regular Interest LT4 Variable(2) $13,177.96 December 25, 2045

REMIC I Regular Interest LT5 Variable(2) $532,994,087.32 December 25, 2045

REMIC I Regular Interest LT6 Variable(2) $26,671.05 December 25, 2045

REMIC I Regular Interest LT7 Variable(2) $26,671.05 December 25, 2045

REMIC I Regular Interest LT8 Variable(2) $26,671.05 December 25, 2045

REMIC I Regular Interest Variable(2) $13,177.95 December 25, 2045

LT10

REMIC I Regular Interest Variable(2) $13,177.96 December 25, 2045

LT11

REMIC I Regular Interest Variable(2) $13,177.96 December 25, 2045

LT12

REMIC I Regular Interest Variable(2) $26,671.04 December 25, 2045

LT14

REMIC I Regular Interest Variable(2) $26,671.05 December 25, 2045

LT15

REMIC I Regular Interest Variable(2) $26,671.05 December 25, 2045

LT16

</TABLE>

____________

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each

Uncertificated REMIC I Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC I

Pass-Through Rate" herein.

<PAGE>

REMIC II

A segregated pool of assets consisting of the Uncertificated REMIC I

Regular Interests will be designated as "REMIC II" and the REMIC Administrator

will make a separate REMIC election with respect thereto. The Class I-A-1

Certificates, Class I-A-2 Certificates, Class II-A-1 Certificates, Class II-A-2

Certificates, Class II-A-3 Certificates, Class X-IO Certificates, Class X-PO

Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3

Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3

Certificates will be "regular interests" in REMIC II and the Class R-II

Certificates will represent ownership of the sole class of "residual interests"

in REMIC II for purposes of the REMIC Provisions.

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

aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings

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

the Trust Fund created hereunder.

<TABLE>

AGGREGATE

INITIAL

CERTIFICATE

DESIGNATION PASS-THROUGH PRINCIPAL FEATURES(1) MATURITY S&P/ MINIMUM

RATE BALANCE DATE(2) MOODY'S/FITCH DENOMINATIONS(3)

Class I-A-1 Adjustable $143,428,800 Super Senior/ December AAA/Aaa/AAA $25,000.00

Rate(4) Adjustable Rate 25, 2045

Class I-A-2 Adjustable $95,619,200 Senior December AAA/Aaa/AAA $25,000.00

Rate(4) Mezzanine/ 25, 2045

Adjustable Rate

Class II-A-1 Adjustable $290,287,000 Super Senior/ December AAA/Aaa/AAA $25,000.00

Rate(5) Adjustable Rate 25, 2045

Class II-A-2 Adjustable $120,953,000 Senior December AAA/Aaa/AAA $25,000.00

Rate(5) Mezzanine/ 25, 2045

Adjustable Rate

Class II-A-3 Adjustable $72,572,000 Senior December AAA/Aaa/AAA $25,000.00

Rate(5) Mezzanine/ 25, 2045

Adjustable Rate

Class X-IO Variable $0(6) Senior/Interest December AAA/Aaa/AAA $2,000,000

Rate(6) Only/ 25, 2045

Variable Rate

Class N/A $200 Senior/Component/ December AAA/Aaa/AAA (7)

X-PO(7) Principal Only 25, 2045

Class R-I Variable $50.00 Senior/Residual/ December AAA/Aaa/AAA (9)

Rate(8) Variable Rate 25, 2045

Class R-II Variable $50.00 Senior/Residual/ December AAA/Aaa/AAA (9)

Rate(8) Variable Rate 25, 2045

Class M-1 Adjustable $22,714,000 Mezzanine/ December AA/Aa2/AA+ $25,000.00

Rate(10) Adjustable Rate 25, 2045

Class M-2 Adjustable $18,330,000 Mezzanine/ December A+/Aa2/AA+ $250,000.00

Rate(10) Adjustable Rate 25, 2045

Class M-3 Adjustable $12,353,000 Mezzanine/ December BBB/Baa2/BBB+ $250,000.00

Rate(10) Adjustable Rate 25, 2045

Class B-1 Adjustable $8,368,000 Subordinate/ December BB/NA/BB $250,000.00

Rate(10) Adjustable Rate 25, 2045

Class B-2 Adjustable $7,172,000 Subordinate/ December B/NA/B $250,000.00

Rate(10) Adjustable Rate 25, 2045

Class B-3 Adjustable $5,182,668 Subordinate/ December NA/NA/NA $250,000.00

Rate(10) Adjustable Rate 25, 2045

</TABLE>

_____________

(1) The Certificates, other than the Class B-1, Class B-2, Class B-3 and

Class R Certificates shall be Book-Entry Certificates. The Class B-1,

Class B-2, Class B-3, Class R Certificates shall be delivered to the

holders thereof in physical form.

(2) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date immediately following the maturity

date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each

Uncertificated REMIC II Regular Interest.

(3) The Certificates, other than the Class R Certificates, shall be issuable

in minimum dollar denominations as indicated above (by Certificate

Principal Balance) 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 the Class B-3 Certificates that

contains 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.

(4) The Pass-Through Rate on the Class I-A-1 Certificates and Class I-A-2

Certificates will be a per annum rate equal to the least of (i) LIBOR

plus the related margin, (ii) the weighted average of the net mortgage

rates on the group I loans and (iii) 11.000%. The related margin on the

Class I-A-1 Certificates and Class I-A-2 Certificates is initially equal

to 0.260% and 0.400%, respectively.

(5) The Pass-Through Rate on the Class II-A-1, Class II-A-2 and Class II-A-3

Certificates will be a per annum rate equal to the least of (i) LIBOR

plus the related margin, (ii) the weighted average of the net mortgage

rates on the group II loans and (iii) 11.000%. The related margin on the

Class II-A-1, Class II-A-1 and Class II-A-3 Certificates is initially

equal to 0.280%, 0.350% and 0.430%, respectively.

(6) For the purpose of calculating interest payments on the Class X-IO

Certificates, interest will accrue on a notional amount equal to the sum

of the certificate principal balances of the Class A, Class M, Class B

and Class X-PO Certificates, which is initially equal to $796,979,868.

The pass-through rate on the Class X-IO Certificates will be a per annum

rate equal to the excess, if any, of (a) the weighted average of the net

mortgage rates of the mortgage loans over (b) a per annum rate equal to

the product of (1) interest accrued on the Class A, Class M and Class B

Certificates for such distribution date and (2) 12, divided by the

aggregate certificate principal balance of the Class A, Class M, Class B

and Class X-PO Certificates immediately preceding such distribution

date. The amount of interest accrued on the Class X-IO Certificates for

any Distribution Date will be the interest accrued during the related

Interest Accrual Period at the pass-through rate and on the notional

amount described above, reduced by the amount of Net Deferred Interest

allocated to the Class X-IO Certificates and applied to increase the

balance of the Class X-PO Certificates. The holders of the Class X-IO

Certificates will be entitled to all Prepayment Charges received on

Prepayment Charge Loans, and these amounts will not be available for

distribution on the other certificates.

For REMIC purposes, the foregoing rate is equal to a rate

per annum equal to the percentage equivalent of a fraction, the

numerator of which is the sum of the amounts calculated pursuant

to clauses (1) through (10) below, and the denominator of which is

the aggregate Uncertificated Principal Balances of the

Uncertificated REMIC I Regular Interests. For purposes of

calculating the Pass-Through Rate for the Class X-IO Certificates,

the numerator is equal to the sum of the following components:

(1) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT1 minus the Class X-IO Group I Marker Rate,

applied to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT1;

(2) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT2 minus the Class X-IO Group I Marker Rate,

applied to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT2;

(3) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT4 minus twice the Class X-IO Group I Marker

Rate, applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest LT4;

(4) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT5 minus the Class X-IO Group II Marker Rate,

applied to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT5;

(5) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT6 minus the Class X-IO Group II Marker Rate,

applied to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT6;

(6) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT8 minus twice the Class X-IO Group II Marker

Rate, applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest LT8;

(7) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT10 minus the Class X-IO Group I Marker Rate,

applied to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT10;

(8) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT12 minus twice the Class X-IO Group I Marker

Rate, applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest LT12;

(9) the Uncertificated REMIC I Pass-Through Rate for REMIC

I Regular Interest LT14 minus the Class X-IO Group II Marker Rate,

applied to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT14;

(10) the Uncertificated REMIC I Pass-Through Rate for

REMIC I Regular Interest LT16 minus twice the Class X-IO Group II

Marker Rate, applied to a notional amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT16;

(11) the Uncertificated REMIC I Pass-Through Rate for

REMIC I Regular Interest Y1 minus the Class X-IO Group I Marker

Rate, applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest Y1; and

(12) the Uncertificated REMIC I Pass-Through Rate for

REMIC I Regular Interest Y2 minus the Class X-IO Group II Marker

Rate, applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest Y2.

(7) The Class X-PO Certificates are comprised of two components: the Class

X-PO-I Component and the Class X-PO-II Component. The certificate

principal balance of the Class X-PO Certificates will initially equal

$200 and will increase in an amount by which each component increases.

The Class X-PO-I Component and the Class X-PO-II Component will have

certificate principal balances, initially equal to $100, that will

increase in an amount equal to net deferred interest from the related

loan group that is allocated to the Class X-IO Certificates. The Class

X-PO Certificates will not be entitled to interest on any amounts due.

Distributions of principal on the Class X-PO-I Component will be based

on collections from the group I loans and distributions of principal on

the Class X-PO-II Component will be based on collections from the group

II loans. Each of the Class X-PO Certificates shall be issuable in

minimum denominations of not less than a 0.01% Percentage Interest.

Holders of the Class X-PO Certificates may not transfer the components

separately.

For REMIC purposes the Class X-PO Certificates shall be comprised of two

REMIC II Regular Interests: the REMIC II Regular Interest X-PO-PO, which shall

be entitled to payment of the $200 initial principal balance of the Class X-PO

Certificates; and the REMIC II Regular Interest X-PO-IO, which shall be entitle

to all payments of Net Deferred Interest allocated to the Class X-PO

Certificates. Net Deferred Interest allocated to the Class XP Certificates as an

increase in the certificate balance thereof shall for REMIC purposes represent

interest accrued on the REMIC II Regular Interest XP-IO on a notional amount

equal to the aggregate Uncertificated Principal Balances of the Uncertificated

REMIC I Regular Interests at a rate per annum equal to the percentage equivalent

of a fraction, the numerator of which is the sum of the amounts calculated

pursuant to clauses (1) through (10) below, and the denominator of which is the

aggregate Uncertificated Principal Balances of the Uncertificated REMIC I

Regular Interests. For purposes of calculating the Pass-Through Rate for the

Class X-PO Certificates, the numerator is equal to the sum of the following

components:

(1) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT1 minus the Class X-PO Group I Marker Rate, applied

to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT1;

(2) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT2 minus the Class X-PO Group I Marker Rate, applied

to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT2;

(3) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT4 minus twice the Class X-PO Group I Marker Rate,

applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest LT4;

(4) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT5 minus the Class X-PO Group II Marker Rate, applied

to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT5;

(5) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT6 minus the Class X-PO Group II Marker Rate, applied

to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT6;

(6) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT8 minus twice the Class X-PO Group II Marker Rate,

applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest LT8;

(7) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT10 minus the Class X-PO Group I Marker Rate, applied

to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT10;

(8) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT12 minus twice the Class X-PO Group I Marker Rate,

applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest LT12;

(9) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT14 minus the Class X-PO Group II Marker Rate, applied

to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest LT14;

(10) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT16 minus twice the Class X-PO Group II Marker Rate,

applied to a notional amount equal to the Uncertificated

Principal Balance of REMIC I Regular Interest LT16;

(11) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest Y1 minus the Class X-PO Group I Marker Rate, applied to

a notional amount equal to the Uncertificated Principal Balance

of REMIC I Regular Interest Y1; and

(12) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest Y2 minus the Class X-PO Group II Marker Rate, applied

to a notional amount equal to the Uncertificated Principal

Balance of REMIC I Regular Interest Y2. (8) The pass-through

rate on the Class R Certificates will be a per annum rate equal

to the weighted average of the net mortgage rates on the group I

loans. The pass-through rate for the Class R Certificates is

initially equal to approximately 3.608%.

(9) Each class 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%.

(10) The Pass-Through Rate on the Class M Certificates and Class B

Certificates will be a per annum rate equal to the lessor of (i) LIBOR

plus the rel net mortgage rates of the mortgage loans in each loan

group, weighted on the basis of the related subordinate component for

each loan group. The related margin on the Class M-1, Class M-2, Class

M-3, Class B-1, Class B-2 and Class B-3 Certificates is initially equal

to 0.700%, 1.200%, 1.750%, 1.750%, 1.750% and 1.750%, respectively.

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

Date of $796,979,868.

<PAGE>

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

the Master Servicer and the Trustee agree as follows:

ARTICLE I......

DEFINITIONS

Section 1.01...Definitions.

Whenever used in this Agreement, the following words and phrases, unless

the context otherwise requires, shall have the meanings specified in this

Article.

Accrued Certificate Interest: With respect to each Distribution Date, as

to any Class of Certificates, interest accrued during the related Interest

Accrual Period at the related Pass-Through Rate on the Certificate Principal

Balance or Notional Amount thereof immediately prior to such Distribution Date.

In each case Accrued Certificate Interest on any Class of Certificates will be

reduced by a portion of the amount of:

(i) Prepayment Interest Shortfalls on all Mortgage Loans (to the

extent not offset by the Master Servicer with a payment of

Compensating Interest as provided in Section 4.01),

(ii) the interest portion (adjusted to the Net Mortgage Rate (or the

Modified Net Mortgage Rate in the case of a Modified Mortgage

Loan)) of Realized Losses on all Mortgage Loans not allocated

solely to one or more specific Classes of Certificates pursuant

to Section 4.05,

(iii) any Net Deferred Interest on the Mortgage Loans for that

Distribution Date; and

(iv) any other interest shortfalls not covered by the subordination

provided by the Class M Certificates and Class B Certificates,

including interest that is not collectible from the Mortgagor

pursuant to the Servicemembers Civil Relief Act, or similar

legislation or regulations as in effect from time to time.

The Group I Senior Percentage of the reductions under clauses (i), (ii)

and (iv) in the case of the Group I Loans will be allocated among the holders of

the Class I-A-1, Class I-A-II and Class X-IO Certificates in proportion to the

respective amounts of Accrued Certificate Interest that would have been payable

from the Group I Loans on that Distribution Date absent these reductions. The

Group II Senior Percentage of the reductions under clauses (i), (ii) and (iv) in

the case of the Group II Loans will be allocated among the holders of the Class

II-A-1, Class II-A-2, Class II-A-3 and Class X-IO Certificates in proportion to

the respective amounts of Accrued Certificate Interest that would have been

payable from the Group II Loans on that Distribution Date absent these

reductions. The remainder of the reductions under clauses (i), (ii) and (iv)

will be allocated among the holders of the Class M Certificates and Class B

Certificates in proportion to the respective amounts of Accrued Certificate

Interest that would have been payable on that Distribution Date absent these

reductions. In addition to that portion of the reductions described in the

preceding sentence that are allocated to any Class of Class B Certificates or

any Class of Class M Certificates, Accrued Certificate Interest on such Class of

Class B Certificates or such Class of Class M Certificates will be reduced by

the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that

are allocated solely to such Class of Class B Certificates or such Class of

Class M Certificates pursuant to Section 4.05. Reductions under clause (iii)

above, for Net Deferred Interest, will be allocated as described in Section

4.02(m)

Accrued Certificate Interest on the Class A, Class M and Class B

Certificates is calculated on the basis of a 360-day year and the actual number

of days that elapsed during the related Interest Accrual Period. Accrued

Certificate Interest on the Class X-IO Certificates and Class R Certificates is

calculated on the basis of a 360-day year divided into twelve 30-day months.

Adjusted Rate Cap: For the Class I-A-1 Certificates and Class I-A-2

Certificates, the Adjusted Rate Cap shall equal the related Net WAC Cap for that

Distribution Date, computed for this purpose by first reducing the Group I Net

WAC Rate by a per annum rate equal to (i) the product of (a) the Net Deferred

Interest, if any, on the Group I Loans for that Distribution Date and (b) 12,

divided by (ii) the aggregate Stated Principal Balance of the Group I Loans

immediately prior to such Distribution Date.

For the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, the

Adjusted Rate Cap shall equal the related Net WAC Cap for that Distribution

Date, computed for this purpose by first reducing the Group II Net WAC Rate by a

per annum rate equal to (i) the product of (a) the Net Deferred Interest, if

any, on the Group II Loans for that Distribution Date and (b) 12, divided by

(ii) the aggregate Stated Principal Balance of the Group II Loans immediately

prior to such Distribution Date.

For the Class M Certificates and the Class B Certificates, the Adjusted

Rate Cap shall equal the related Net WAC Cap for that Distribution Date,

computed for this purpose by first reducing each of the Group I Net WAC Rate and

Group II Net WAC Rate by a per annum rate equal to (i) the product of (a) the

Net Deferred Interest, if any, on the related Mortgage Loans for that

Distribution Date and (b) 12, divided by (ii) the aggregate Stated Principal

Balance of the related Mortgage Loans immediately prior to such Distribution

Date.

For the Class X-IO Certificates and any Distribution Date, the Adjusted

Rate Cap shall equal the Pass-Through Rate for such Class, computed for this

purpose by (i) reducing the weighted average of the Net Mortgage Rates by a per

annum rate equal to the quotient of (a) the Net Deferred Interest for such

Distribution Date e multiplied by 12, and (b) the aggregate Stated Principal

Balance of the Mortgage Loans immediately prior to such Distribution Date, and

(ii) calculating the interest accrued on the certificates (other than the Class

X-IO Certificates) by substituting the related "Adjusted Rate Cap" for the

related "Net WAC Cap" in the definition of Pass-Through Rate for each of the

Class A, Class M and Class B Certificates.

Adjustment Date: As to each Mortgage Loan, each date set forth in the

related Mortgage Note on which an adjustment to the interest rate on such

Mortgage Loan becomes effective.

Available Distribution Amount: As to any Distribution Date and Loan

Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage

Loans on deposit in the Custodial Account as of the close of business on the

immediately preceding Determination Date, including any Subsequent Recoveries,

and amounts deposited in the Custodial Account in connection with the

substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any

Advance made on the immediately preceding Certificate Account Deposit Date,

(iii) any amount deposited in the Certificate Account on the related Certificate

Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv)

any amount deposited in the Certificate Account pursuant to Section 4.07, (v)

any amount that the Master Servicer is not permitted to withdraw from the

Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi)

any amount received by the Trustee pursuant to the Surety Bond in respect of

such Distribution Date and (vii) the proceeds of any Pledged Assets received by

the Master Servicer, reduced by (b) the sum as of the close of business on the

immediately preceding Determination Date of (v) any payments or collections

consisting of Prepayment Charges on the Mortgage Loans that were received during

the related Prepayment Period; (w) aggregate Foreclosure Profits, (x) the Amount

Held for Future Distribution, and (y) amounts permitted to be withdrawn by the

Master Servicer from the Custodial Account in respect of the Mortgage Loans

pursuant to clauses (ii)-(x), inclusive of Section 3.10(a), in each case in

respect of the related Loan Group.

Calendar Quarter: A Calendar Quarter shall consist of one of the

following time periods in any given year: January 1 through March 31, April 1

through June 30, July 1 through September 30, and October 1 through December 31.

Carryover Shortfall Amount: For any Distribution Date and for the Class

A Certificates, an amount equal to the sum of: (i) the excess, if any, of (a)

the amount of Accrued Certificate Interest that would have accrued on such class

at a Pass-Through Rate equal to LIBOR plus the related Pass-Through Margin (but

not more than 11.000% per annum) over (b) the amount of Accrued Certificate

Interest on such class for such Distribution Date (in each case prior to any

reduction for Net Deferred Interest), (ii) the portion of the amount described

in clause (i) above remaining unpaid from prior Distribution Dates; and (iii)

one month's interest at the rate described in clause (i)(a) above on the amount

described in clause (ii) above. For any Distribution Date and for the Class M

Certificates and Class B Certificates, an amount equal to the sum of: (i) the

excess, if any, of (a) the amount of Accrued Certificate Interest that would

have accrued on such class at a Pass-Through Rate equal to LIBOR plus the

related Pass-Through Margin (but not more than Net Maximum Rate Cap) over (b)

the amount of Accrued Certificate Interest on such class for such distribution

date (in each case prior to any reduction for Net Deferred Interest), (ii) the

portion of the amount described in clause (i) above remaining unpaid from prior

Distribution Dates; and (iii) one month's interest at the rate described in

clause (i)(a) above on the amount described in clause (ii) above.

Carryover Shortfall Reserve Fund: The reserve fund created pursuant to

Section 4.10.

Carryover Shortfall Reserve Fund Amount: $650,000.

Certificate: Any Class A, Class X, 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-QO4" and which must be an Eligible

Account.

Certificate Group: With respect to (i) Loan Group I, the Class I-A-1,

Class I-A-2 and Class R Certificates and (ii) Loan Group II, the Class II-A-1,

Class II-A-2 and Class II-A-3 Certificates.

Certificate Policy: None.

Certificate Principal Balance: With respect to each Certificate (or, in

the case of a Class X-PO Certificate, the Class X-PO-I or Class X-PO-II

Component thereof), on any date of determination, an amount equal to:

(i) the Initial Certificate Principal Balance of such Certificate as

specified on the face thereof, plus

(ii) any Subsequent Recoveries added to the Certificate Principal

Balance of such Certificate pursuant to Section 4.02, plus

(iii) an amount equal to the aggregate Net Deferred Interest added to

the Certificate Principal Balance thereof prior to such date of

determination, minus

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

distributed with respect to such Certificate (or any predecessor

Certificate) or Component and applied to reduce the Certificate

Principal Balance thereof pursuant to Section 4.02(a) and (y) the

aggregate of all reductions in Certificate Principal Balance

deemed to have occurred in connection with Realized Losses which

were previously allocated to such Certificate (or any predecessor

Certificate) or Component pursuant to Section 4.05;

provided, that the Certificate Principal Balance of each Certificate of the

Class of Subordinate Certificates with the Lowest Priority at any given time

shall be further reduced by an amount equal to the Percentage Interest

represented by such Certificate multiplied by the excess, if any, of (A) the

then aggregate Certificate Principal Balance of all Classes of Certificates then

outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage

Loans.

In the case of any Class of Certificates other than the Class X-IO Certificates,

Net Deferred Interest allocated to such Certificates will be added as principal

to the outstanding Certificate Principal Balance of such Class of Certificates.

With respect to the Class X-IO Certificates, Net Deferred Interest allocated to

the X-IO Certificates shall be added as principal to the outstanding Certificate

Principal Balance of the Class X-PO-I or Class X-PO-II Component, as applicable.

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

II-A-1, Class II-A-2 and Class A-3 Certificates executed by the Trustee and

authenticated by the Certificate Registrar substantially in the form annexed to

the Standard Terms as Exhibit A.

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

Certificates.

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.

Class X-IO Certificate: Any one of the Class X-IO Certificates.

Class X-PO Certificates: Any one of the Class X-PO Certificates.

Class X-PO-I Component: Solely for purposes of calculating distributions

of principal and the allocation of Realized Losses on the Mortgage Loans, the

Class X-PO-I component of the Class X-PO Certificates. The principal balance of

the Class X-PO-I Component will initially equal $100 and will increase in

accordance with the amount of Net Deferred Interest allocated to the Class X-IO

Certificates with respect to Loan Group I.

Class X-PO-II Component: Solely for purposes of calculating

distributions of principal and the allocation of Realized Losses on the Mortgage

Loans, the Class X-PO-II component of the Class X-PO Certificates. The principal

balance of the Class X-PO-II Component will initially equal $100 and will

increase in accordance with the amount of Net Deferred Interest allocated to the

Class X-IO Certificates with respect to Loan Group II.

Closing Date: November 29, 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-QO4.

Cut-off Date: November 1, 2005.

Deferred Interest: The amount of interest which is deferred and added to

the principal balance of a Mortgage Loan due to negative amortization.

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

Business Day prior to such Distribution Date.

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

in which such Distribution Date occurs.

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 assigned to such Certificates by such Rating Agency).

Group I Certificates: The Class I-A-1, Class I-A-2 and 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,

each such Certificate (other than the Class R Certificates) evidencing an

interest designated as a "regular interest" in REMIC III for purposes of the

REMIC Provisions and representing an undivided interest in Loan Group I.

Group I Loans: The Mortgage Loans designated as Group I Loans in Exhibit

One.

Group I Net WAC Rate or Group II Net WAC Rate: With respect to any

Distribution Date and Loan Group, the weighted average of the Net Mortgage Rates

of the Mortgage Loans in the related Loan Group as of the end of the calendar

month immediately preceding the month in which such Distribution Date occurs.

Group I Senior Percentage: As of each 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 Group I Certificates and the

Class X-PO-I Component 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) in Loan Group I immediately prior to

such Distribution Date.

Group I Senior Principal Distribution Amount: As to any Distribution

Date, the lesser of (a) the balance of the Available Distribution Amount related

to Loan Group I remaining after the distribution therefrom of all amounts

required to be distributed therefrom pursuant to Section 4.02(a)(i)(U) of this

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

therefrom to the Group I Certificateholders on such Distribution Date pursuant

to Section 4.02(a)(ii) and Section 4.02(a)(xiv).

Group I Subordinate Component: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group I Loans as of such date

over the aggregate Certificate Principal Balance of the Group I Certificates and

the Class X-PO-I Component then outstanding.

Group II Certificates: The Class II-A-1, Class II-A-2 and Class II-A-3

Certificates executed by the Trustee and authenticated by the Certificate

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

each such Certificate evidencing an interest designated as a "regular interest"

in REMIC III for purposes of the REMIC Provisions and representing an undivided

interest in Loan Group II.

Group II Loans: The Mortgage Loans designated as Group II Loans in

Exhibit One.

Group II Senior Percentage: As of each 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 Group II Certificates and the

Class X-PO-II Component 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) in Loan Group II immediately prior to

such Distribution Date.

Group II Senior Principal Distribution Amount: As to any Distribution

Date, the lesser of (a) the balance of the Available Distribution Amount related

to Loan Group II remaining after the distribution therefrom of all amounts

required to be distributed therefrom pursuant to Section 4.02(a)(i)(V) of this

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

therefrom to the Group II Certificateholders on such Distribution Date pursuant

to Section 4.02(a)(ii) and Section 4.02(a)(xiv).

Group II Subordinate Component: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group II Loans as of such date

over the aggregate Certificate Principal Balance of the Group II Certificates

and the Class X-PO-II Component then outstanding.

Interest Accrual Period: With respect to the Class X-IO, Class X-PO and

Class R Certificates and any Distribution Date, the calendar month preceding the

month in which such Distribution Date occurs. With respect to the Class A, Class

M and Class B Certificates and any Distribution Date, the period beginning on

the prior Distribution Date (or, in the case of the first Distribution Date, the

Closing Date) and ending on the day immediately preceding the Distribution Date.

Interest Adjustment Date: With respect to a Mortgage Loan, the date, if

any, specified in the related Mortgage Note on which the Mortgage Interest Rate

is subject to adjustment.

Initial Monthly Payment Fund: $926 representing scheduled principal

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

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 X-IO Certificates,

$796,979,868.

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: 2.85% Class B-1: 1.05%

Class M-2: 2.30% Class B-2: 0.90%

Class M-3: 1.55% Class B-3: 0.65%

Loan Group: Loan Group I or Loan Group II.

Loan Group I: The group of Mortgage Loans comprised of the Group I

Loans.

Loan Group II: The group of Mortgage Loans comprised of the Group II

Loans.

LIBOR: With respect to any Distribution Date, the arithmetic mean of the

London interbank offered rate quotations for one-month U.S. Dollar deposits,

expressed on a per annum basis, determined in accordance with Section 1.03.

LIBOR Certificates: The Class A, Class M and Class B Certificates.

Marker Rate: With respect to the Class X-IO Certificates and any

Distribution Date, in relation to REMIC I Regular Interests LT1, LT2, LT3, LT4,

LT10, LT11, LT12 and Y1, a per annum rate equal to two (2) times the weighted

average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular

Interest LT2 and REMIC I Regular Interest LT3 (the "Class X-IO Group I Marker

Rate"). With respect to the Class X-IO Certificates and any Distribution Date,

in relation to REMIC I Regular Interests LT5, LT6, LT7, LT8, LT14, LT15, LT16

and Y2, a per annum rate equal to two (2) times the weighted average of the

Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest LT6 and

REMIC I Regular Interest LT7 (the "Class X-IO Group II Marker Rate"). With

respect to the Class X-PO Certificates and any Distribution Date, in relation to

REMIC I Regular Interests LT1, LT2, LT3, LT4, LT10, LT11, LT12 and Y1, a per

annum rate equal to two (2) times the weighted average of the Uncertificated

REMIC I Pass-Through Rates for REMIC I Regular Interest LT10 and REMIC I Regular

Interest LT11 (the "Class X-PO Group I Marker Rate"). With respect to the Class

X-PO Certificates and any Distribution Date, in relation to REMIC I Regular

Interests LT5, LT6, LT7, LT8, LT14, LT15, LT16 and Y2, a per annum rate equal to

two (2) times the weighted average of the Uncertificated REMIC I Pass-Through

Rates for REMIC I Regular Interest LT14 and REMIC I Regular Interest LT15 (the

"Class X-PO Group II Marker Rate").

Maturity Date: December 25, 2045, the Distribution Date immediately

following the latest scheduled maturity date of any Mortgage Loan.

Maximum Mortgage Rate: As to any Mortgage Loan, the rate indicated in

Exhibit One hereto as the "NOTE CEILING," which rate is the maximum interest

rate that may be applicable to such Mortgage Loan at any time during the life of

such Mortgage Loan.

Maximum Net Mortgage Rate: As to any Mortgage Loan and any date of

determination, the Maximum Mortgage Rate for such Mortgage Loan minus the per

annum rate at which the Servicing Fee is calculated.

Minimum Mortgage Rate: As to any Mortgage Loan, the greater of (i) the

Note Margin for such Mortgage Loan and (ii) the rate indicated in Exhibit One

hereto as the "NOTE FLOOR" for such Mortgage Loan, which rate may be applicable

to such Mortgage Loan at any time during the life of such 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 in the related Loan Group:

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

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

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

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

(f) [RESERVED];

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

("ORIGINAL P & I");

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

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

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

the Servicing Fee accrues ("MSTR SERV FEE");

(k) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the

Mortgage Loan is secured by a second or vacation residence;

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

is secured by a non-owner occupied residence;

(m) whether such Mortgage Loan constitutes a Group I Loan or a Group II Loan;

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

(o) the maximum Adjusted Mortgage Rate ("NET CEILING");

(p) the Note Margin for the ("NOTE MARGIN"); and

(q) the first Adjustment Date after the Cut-off Date ("NXT INT CHG DT").

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

the information required.

Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the

related Mortgage Note, or any modification thereto other than a Servicing

Modification. The Mortgage Rate on the Mortgage Loans will adjust on each

Adjustment Date to equal the sum (rounded to the nearest multiple of one-eighth

of one percent (0.125%) or up to the nearest one-eighth of one percent, which

are indicated by a "U" on Exhibit One hereto, except in the case of the Mortgage

Loans indicated by an "X" on Exhibit One hereto under the heading "NOTE

METHOD"), of the related Index plus the Note Margin, in each case subject to the

applicable Initial Rate Cap, Periodic Cap, Maximum Mortgage Rate and Minimum

Mortgage Rate.

Net Deferred Interest: On any Distribution Date, Deferred Interest on

the Mortgage Loans during the related Due Period net of Principal Prepayments in

full, partial Principal Prepayments, Liquidation Proceeds and amounts received

pursuant to Section 2.04 and 4.07, in that order, included in the Available

Distribution Amount for such Distribution Date and available to make principal

distributions on the Certificates on that Distribution Date.

Net Maximum Rate Cap: For any Distribution Date and for the Class M

Certificates and Class B Certificates, the Net WAC Cap for the Class M

Certificates and Class B Certificates, computed for this purpose by assuming

that each Mortgage Loan accrued interest at its maximum loan rate.

Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of

interest equal to the Adjusted Mortgage Rate less the per annum rate at which

the Servicing Fee is calculated; provided that, (i) the Net Mortgage Rate

becoming effective on any Adjustment Date shall not be greater or less than the

Net Mortgage Rate immediately prior to such Adjustment Date plus or minus the

Initial Rate Cap or Periodic Cap applicable to such Mortgage Loan and (ii) the

Net Mortgage Rate for any Mortgage Loan shall not exceed a rate equal to the

Maximum Net Mortgage Rate for such Mortgage Loan.

Net WAC Cap: For any Distribution Date and for the Class I-A-1

Certificates and Class I-A-2 Certificates, the Group I Net WAC Rate multiplied

by a fraction the numerator of which is 30 and the denominator of which is the

actual number of days in the related Interest Accrual Period for such

Certificates.

For any Distribution Date and for the Class II-A-1, Class II-A-2 and

Class II-A-3 Certificates, the Group II Net WAC Rate multiplied by a fraction

the numerator of which is 30 and the denominator of which is the actual number

of days in the related Interest Accrual Period for such Certificates.

For any Distribution Date and for the Class M Certificates and Class B

Certificates, the weighted average of the Group I Net WAC Rate and the Group II

Net WAC Rate, weighted on the basis of the related Subordinate Component for

each Loan Group, multiplied by a fraction the numerator of which is 30 and the

denominator of which is the actual number of days in the related Interest

Accrual Period for such Certificates.

Net WAC Rate: With respect to any Distribution Date, a per annum rate

equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans

weighted on the basis of the respective Stated Principal Balance of each such

Mortgage Loan as of the beginning of the related Due Period, using the Net

Mortgage Rates in effect for the scheduled payments due on those Mortgage Loans

during such Due Period.

Note Margin: As to each Mortgage Loan, the fixed percentage set forth in

the related Mortgage Note and indicated in Exhibit One hereto as the "NOTE

MARGIN," which percentage is added to the related Index on each Adjustment Date

to determine (subject to rounding in accordance with the related Mortgage Note,

the Initial Rate Cap, the Periodic Cap, the Maximum Mortgage Rate and the

Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until

the next Adjustment Date.

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

X-IO Certificates, an amount equal to the Certificate Principal Balance of the

Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class II-A-3, Class X-PO,

Class M and Class B Certificates immediately prior to such date.

Optional Termination Date: Any Distribution Date on which the Pool

Stated Principal Balance, prior to giving effect to distributions to be made on

such Distribution Date, is less than ten percent of the Cut-off Date Principal

Balance of the Mortgage Loans.

Pass-Through Margin: With respect each Distribution Date, as follows:

(1) (2)

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

Class I-A-1 0.260% 0.520%

Class I-A-2 0.400% 0.800%

Class II-A-1 0.280% 0.560%

Class II-A-2 0.350% 0.700%

Class II-A-3 0.430% 0.860%

Class M-1 0.700% 1.050%

Class M-2 1.200% 1.800%

Class M-3 1.750% 2.625%

Class B-1 1.750% 2.625%

Class B-2 1.750% 2.625%

Class B-3 1.750% 2.625%

(1) For any Interest Accrual Period occurring on or prior to the

first Distribution Date following the first possible Optional

Termination Date.

(2) For each other Interest Accrual Period.

Pass-Through Rate:

o With respect to the Class A Certificates, the least of (i) LIBOR plus

the related Pass-Through Margin, (ii) the applicable Net WAC Rate and

(iii) 11.000% per annum;

o With respect to the Class X-IO Certificates, a per annum rate equal

to the excess, if any, of (a) the Net WAC Rate over (b) a rate equal

to the product of (1) the interest accrued on the Class A, Class M

and Class B Certificates for such Distribution Date and (2) 12,

divided by the aggregate Certificate Principal Balance of the Class

A, Class M, Class B and Class X-PO Certificates immediately preceding

such Distribution Date;

o With respect to the Class R Certificates, the Group I Net WAC Rate;

o With respect to the Class M Certificates, a per annum rate equal to

the lesser of (i) LIBOR plus the related Pass-Through Margin and (ii)

the related Net WAC Cap;

o With respect to the Class B Certificates, the lesser of (i) LIBOR

plus the related Pass-Through Margin and (ii) the related Net WAC

Cap;

o The Class X-PO Certificates are not entitled to interest on any amounts due.

Percentage Interest: With respect to any Certificate (other than a Class

R Certificate), the undivided percentage ownership interest in the related Class

evidenced by such Certificate, which percentage ownership interest shall be

equal to the Initial Certificate Principal Balance thereof or Initial Notional

Amount (in the case of any Interest Only Certificate) thereof divided by the

aggregate Initial Certificate Principal Balance or the aggregate of the Initial

Notional Amounts, as applicable, of all the Certificates of the same Class. With

respect to a Class R Certificate, the interest in distributions to be made with

respect to such Class evidenced thereby, expressed as a percentage, as stated on

the face of each such Certificate.

Permitted Investments: One or more of the following:

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

interest by the United States or any agency or instrumentality thereof

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

United States;

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

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

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

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

in its highest short-term rating available;

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

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

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

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

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

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

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

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

debt obligations of such depository institution or trust company at the

date of acquisition thereof have been rated by each Rating Agency in its

highest short-term rating available; and, provided further that, if the

original maturity of such short-term obligations of a domestic branch of

a foreign depository institution or trust company shall exceed 30 days,

the short-term rating of such institution shall be A-1+ in the case of

Standard & Poor's if Standard & Poor's is a Rating Agency;

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

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

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

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

available; provided that such commercial paper shall have a remaining

maturity of not more than 30 days;

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

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

otherwise would constitute Permitted Investments hereunder and have been

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

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

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

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

affiliates acts as an adviser; and

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

Agency as a Permitted Investment hereunder and will not reduce the

rating assigned to any Class of Certificates by such Rating Agency

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

Insured Certificates (if any)) below the then-current rating assigned to

such Certificates by such Rating Agency, as evidenced in writing;

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

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

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

principal and interest payments derived from obligations underlying such

instrument and the principal and interest payments with respect to such

instrument provide a yield to maturity greater than 120% of the yield to

maturity at par of such underlying obligations. References herein to the highest

rating available on unsecured long-term debt shall mean AAA in the case of

Standard & Poor's and Fitch and Aaa in the case of Moody's, and for purposes of

this Agreement, any references herein to the highest rating available on

unsecured commercial paper and short-term debt obligations shall mean the

following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and

F-1 in the case of Fitch; provided, however, that any Permitted Investment that

is a short-term debt obligation rated A-1 by Standard & Poor's must satisfy the

following additional conditions: (i) the total amount of debt from A-1 issuers

must be limited to the investment of monthly principal and interest payments

(assuming fully amortizing collateral); (ii) the total amount of A-1 investments

must not represent more than 20% of the aggregate outstanding Certificate

Principal Balance of the Certificates and each investment must not mature beyond

30 days; (iii) the terms of the debt must have a predetermined fixed dollar

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

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

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

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

Prepayment Assumption: With respect to the Mortgage Loans, a prepayment

assumption of 20% CPR, used for determining the accrual of original issue

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

tax purposes.

Prepayment Charge: With respect to any Mortgage Loan, the charges or

premiums, if any, received in connection with a full or partial prepayment of

such Mortgage Loan in accordance with the terms thereof.

Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge

may be assessed and to which such Prepayment Charge the Class X-IO Certificates

are entitled, as indicated on the Mortgage Loan Schedule.

Prepayment Distribution Percentage: With respect to any Distribution

Date and each Class of Subordinate Certificates for each Loan Group, under the

applicable circumstances set forth below, the respective percentages set forth

below:

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

2015 (unless the Certificate Principal Balances of the related Senior

Certificates have been reduced to zero or the circumstances set forth in

the third paragraph of the definition of Senior Accelerated Distribution

Percentage exist), 0%.

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

on which any Class of Subordinate Certificates is outstanding:

(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.

Record Date: With respect to each Distribution Date and (a) each Class

of Certificates, other than the LIBOR Certificates, the close of business on the

last Business Day of the month preceding the month in which the related

Distribution Date occurs and (b) the LIBOR Certificates, the business day

immediately prior to such Distribution Date, as long as the certificates are DTC

registered certificates.

REMIC I: The segregated pool of assets related to this Series (except as

provided below), with respect to which a REMIC election is to be made pursuant

to this Agreement, consisting of:

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

securing such Mortgage Loans,

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

after the Cut-off Date (other than Monthly Payments due in the month of

the Cut-off Date) as shall be on deposit in the Custodial Account or in

the Certificate Account and identified as belonging to the Trust Fund,

but not including amounts on deposit in the Initial Monthly Payment Fund

and not including any Prepayment Charges,

(iii) property that secured a Mortgage Loan and that has been acquired for the

benefit of the Certificateholders by foreclosure or deed in lieu of

foreclosure,

(iv) the hazard insurance policies and Primary Insurance Policies, if any,

and

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

Notwithstanding the foregoing, the REMIC election with respect to REMIC

I specifically excludes the Initial Monthly Payment Fund, the Yield Maintenance

Agreement Reserve Fund and the Carryover Shortfall Reserve Fund.

REMIC I Certificates: The Class R-I Certificates.

REMIC I Distribution Amount: For any Distribution Date, the Available

Distribution Amount shall be distributed to the Uncertificated REMIC I Regular

Interests and the Class R-I Certificates in the following amounts and priority:

(a) first, from the portion of the Available Distribution Amount

attributable to the Group I Mortgage Loans, to the Uncertificated

REMIC I Regular Interests LT1, LT2, LT4, LT 10, LT12 and Y1 pro

rata, in an amount equal to (x) their Uncertificated Accrued

Interest for such Distribution Date, plus (y) any amounts in

respect thereof remaining unpaid from previous Distribution

Dates; and

(b) an amount equal to the remainder of the portion of the Available

Distribution Amount attributable to the Group I Mortgage Loans

after the distributions made pursuant to clause (a) above,

allocated as follows (except as provided below):

(i) in respect of REMIC I Regular Interests LT2, LT3, LT4, LT10,

LT11, LT12 and Y1, their respective Principal Distribution

Amounts;

(ii) in respect of REMIC I Regular Interest LT1 any remainder until

the Uncertificated Principal Balance thereof is reduced to zero;

(iii) in respect of REMIC I Regular Interests LT2, LT3, LT4, LT10,

LT11, LT12 and Y1, any remainder pro rata according to their

respective Uncertificated Principal Balances as reduced by the

distributions deemed made pursuant to (i) above, until their

respective Uncertificated Principal Balances are reduced to zero;

(iv) first, any remainder to the Uncertificated REMIC I Regular

Interests LT1, LT2, LT3, LT4, LT10, LT11, LT12 and Y1 pro rata

according to the amount of unreimbursed Realized Losses allocable

to principal previously allocated to each such Uncertificated

REMIC I Regular Interest, the aggregate amount of any

distributions to the Certificates as reimbursement of such

Realized Losses on such Distribution Date pursuant to Section

4.02(e); provided, however, that any amounts distributed pursuant

to this paragraph (b)(iv) shall not cause a reduction in the

Uncertificated Principal Balances of any of the Uncertificated

REMIC I Regular Interests; and

(v) second, any remaining amounts to the Class R-I Certificates.

attributable to the Group II Mortgage Loans, to the

Uncertificated REMIC I Regular Interests LT5, LT6, LT8, LT 14,

LT16 and Y2 pro rata, in an amount equal to (x) their

Uncertificated Accrued Interest for such Distribution Date, plus

(y) any amounts in respect thereof remaining unpaid from previous

Distribution Dates; and

(d) an amount equal to the remainder of the portion of the Available

Distribution Amount attributable to the Group II Mortgage Loans

after the distributions made pursuant to clause (a) above,

allocated as follows (except as provided below):

(i) in respect of REMIC I Regular Interests LT6, LT7, LT8, LT14,

LT15, LT16 and Y2, their respective Principal Distribution

Amounts;

(ii) in respect of REMIC I Regular Interest LT5 any remainder until

the Uncertificated Principal Balance thereof is reduced to zero;

(iii) in respect of REMIC I Regular Interests LT6, LT7, LT8, LT14,

LT15, LT16 and Y2, any remainder pro rata according to their

respective Uncertificated Principal Balances as reduced by the

distributions deemed made pursuant to (i) above, until their

respective Uncertificated Principal Balances are reduced to zero;

(iv) first, any remainder to the Uncertificated REMIC I Regular

Interests LT5, LT6, LT7, LT8, LT14, LT15, LT16 and Y2 pro rata

according to the amount of unreimbursed Realized Losses allocable

to principal previously allocated to each such Uncertificated

REMIC I Regular Interest, the aggregate amount of any

distributions to the Certificates as reimbursement of such

Realized Losses on such Distribution Date pursuant to Section

4.02(e); provided, however, that any amounts distributed pursuant

to this paragraph (b)(iv) shall not cause a reduction in the

Uncertificated Principal Balances of any of the Uncertificated

REMIC I Regular Interests; and

(v) second, any remaining amounts to the Class R-I Certificates.

REMIC I Net Negative Amortization: For any Distribution Date, Net

Deferred Interest shall be allocated to the REMIC I Regular Interests, as

follows: Net Deferred Interest attributable to the Group I Mortgage Loans,

first, shall be allocated to the REMIC I Regular Interest Y1 to the extent, if

any, that the Principal Reduction Amount for such REMIC I Regular Interest is

negative and, second, any remaining Net Deferred Interest attributable to the

Group I Mortgage Loans shall be allocated to the REMIC I Regular Interest LT1.

Net Deferred Interest attributable to the Group II Mortgage Loans, first, shall

be allocated to the REMIC I Regular Interest to the extent, if any, that the

Principal Reduction Amount for such REMIC I Regular Interest is negative and.

Second, any remaining Net Deferred Interest attributable to the Group II

Mortgage Loans shall be allocated to the REMIC I Regular Interest LT5.

REMIC I Realized Losses: For any Distribution Date, Realized Losses on

the Mortgage Loans shall be allocated to the Uncertificated REMIC I Regular

Interests as follows: (1) the interest portion of such Realized Losses

attributable to Group I Mortgage Loans, if any, shall be allocated among the

Uncertificated REMIC I Regular Interests LT1, LT2, LT4, LT 10, LT12 and Y1 pro

rata according to the amount of interest accrued but unpaid thereon, in

reduction thereof. Any interest portion of such Realized Losses in excess of the

amount allocated pursuant to the preceding sentence shall be treated as a

principal portion of Realized Losses not attributable to any specific Mortgage

Loan and allocated pursuant to the succeeding sentences. The principal portion

of Realized Losses attributable to the Group I Mortgage Loans shall be allocated

to the Uncertificated REMIC I Regular Interests LT1, LT2, LT3, LT4, LT10, LT11,

LT12 and Y1 as follows: first, the principal portion of such Realized Losses

shall be allocated, first, to REMIC I Regular Interests LT2, LT3, LT4, LT10,

LT11, LT12 and Y1 pro rata according to their respective REMIC I Principal

Reduction Amounts to the extent thereof in reduction of the Uncertificated

Principal Balance thereof and, second, the remainder, if any, of such principal

portion of such Realized Losses shall be allocated to REMIC I Regular Interest

LT1 in reduction of the Uncertificated Principal Balance thereof; and (2) the

interest portion of such Realized Losses attributable to Group II Mortgage

Loans, if any, shall be allocated among the Uncertificated REMIC I Regular

Interests LT5, LT6, LT8, LT 14, LT16 and Y2 pro rata according to the amount of

interest accrued but unpaid thereon, in reduction thereof. Any interest portion

of such Realized Losses in excess of the amount allocated pursuant to the

preceding sentence shall be treated as a principal portion of Realized Losses

not attributable to any specific Mortgage Loan and allocated pursuant to the

succeeding sentences. The principal portion of Realized Losses attributable to

the Group II Mortgage Loans shall be allocated to the Uncertificated REMIC I

Regular Interests LT5, LT6, LT7, LT8, LT14, LT15, LT16 and Y2 as follows: first,

the principal portion of such Realized Losses shall be allocated, first, to

REMIC I Regular Interests LT6, LT7, LT8, LT14, LT15, LT16 and Y2 pro rata

according to their respective REMIC I Principal Reduction Amounts to the extent

thereof in reduction of the Uncertificated Principal Balance thereof and,

second, the remainder, if any, of such principal portion of such Realized Losses

shall be allocated to REMIC I Regular Interest LT5 in reduction of the

Uncertificated Principal Balance thereof.

REMIC I Principal Reduction Amounts: For any Distribution Date, the

amounts by which the principal balances of the REMIC I Regular Interests LT1,

LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT10, LT11, LT12, LT14, LT15, LT16, Y1 and

Y2, respectively, will be reduced on such Distribution Date by the allocation of

Realized Losses and the distribution of principal as determined in accordance

with the provisions in the Appendix.

REMIC I Regular Interest LT1 Principal Distribution Amount: For any

Distribution Date, the excess, if any, of the REMIC I Principal Reduction Amount

for REMIC I Regular Interest LT1 for such Distribution Date over the Realized

Losses allocated to REMIC I Regular Interest LT1 on such Distribution Date in