STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of August 1, 2004

Pooling and Servicing Agreement

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RALI Series 2005-QA3 Trus | RESIDENTIAL ACCREDIT LOANS, INC., | RESIDENTIAL FUNDING CORPORATION, | DEUTSCHE BANK TRUST COMPANY AMERICAS,

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Title: STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of August 1, 2004
Governing Law: New York Date: 4/15/2005

RESIDENTIAL ACCREDIT LOANS, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee

SERIES SUPPLEMENT,

DATED AS OF MARCH 1, 2005,

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

dated as of August 1, 2004

Mortgage Asset-Backed Pass-Through Certificates

Series 2005-QA3

<PAGE>

<TABLE>

TABLE OF CONTENTS

PAGE

<S> <C>

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

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

Section 1.02 Use of Words and Phrases..............................................33

Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.................34

Section 2.01 Conveyance of Mortgage Loans..........................................34

Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......35

Section 2.03 Representations, Warranties and Covenants of the Master Servicer

and the Company.............................................................35

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

the Standard Terms).........................................................39

Section 2.05 Execution and Authentication of Certificates/Issuance of

Certificates Evidencing Interests in REMIC I Certificates...................39

Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests;

Acceptance by the Trustee...................................................39

Section 2.07 Issuance of Certificates Evidencing Interest in REMIC II..............40

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

Standard Terms).............................................................40

Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.................................41

Article IV PAYMENTS TO CERTIFICATEHOLDERS..................................................42

Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)........42

Section 4.02 Distributions.........................................................42

Section 4.03 Statements to Certificateholders; Statements to the Rating

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

Terms)......................................................................49

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)............49

Section 4.05 Allocation of Realized Losses.........................................49

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.

(See Section 4.06 of the Standard Terms)....................................51

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

of the Standard Terms)......................................................51

Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms).................51

Article V THE CERTIFICATES.................................................................52

<PAGE>

Article VI THE COMPANY AND THE MASTER SERVICER.............................................53

Article VII DEFAULT........................................................................54

Article VIII CONCERNING THE TRUSTEE........................................................55

Article IX TERMINATION.....................................................................56

Article X REMIC PROVISIONS.................................................................57

Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms).....57

Section 10.02 Master Servicer; REMIC Administrator and Trustee

Indemnification. (See Section 10.02 of the Standard Terms).................57

Section 10.03 Designation of REMICs................................................57

Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests........57

Section 10.05 Compliance with Withholding Requirements.............................57

Article XI MISCELLANEOUS PROVISIONS........................................................58

Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)................58

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

the Standard Terms).........................................................58

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

of the Standard Terms)......................................................58

Section 11.04 Governing Law. (See Section 11.04 of the Standard Terms)............58

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:.....................................................58

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

11.06 of the Standard Terms)................................................59

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

Terms)......................................................................59

Section 11.08 Supplemental Provisions for Resecuritization. (See Section

11.08 of the Standard Terms)................................................59

Section 11.09 Allocation of Voting Rights..........................................59

Section 11.10 No Petition..........................................................59

</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

Appendix I CALCULATION OF REMIC I Y PRINCIPAL REDUCTION AMOUNTS

iii

<PAGE>

This is a Series Supplement, dated as of March 1, 2003 (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), 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

Certificates will be 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 Y-I Variable(2) $4,586.94 March 1, 2035

REMIC I Regular Interest Variable(2) $3,117.68 March 1, 2035

Y-II

REMIC I Regular Interest Variable(2) $4,041.53 March 1, 2035

Y-III

REMIC I Regular Interest Variable(2) $1,954.74 March 1, 2035

Y-IV

REMIC I Regular Interest Y-V Variable(2) $553.97 March 1, 2035

REMIC I Regular Interest Variable(2) $302.26 March 1, 2035

Y-VI

REMIC I Regular Interest Variable(2) $1,653.25 March 1, 2035

Y-VII

REMIC I Regular Interest Variable(2) $916.46 March 1, 2035

Y-VIII

REMIC I Regular Interest Z-I Variable(2) $124,745,013.06 March 1, 2035

REMIC I Regular Interest Variable(2) $84,787,782.32 March 1, 2035

Z-II

REMIC I Regular Interest Variable(2) $109,912,958.47 March 1, 2035

Z-III

REMIC I Regular Interest Variable(2) $53,160,845.26 March 1, 2035

Z-IV

REMIC I Regular Interest Variable(2) $15,065,046.03 March 1, 2035

Z-V

REMIC I Regular Interest Variable(2) $8,219,997.74 March 1, 2035

Z-VI

REMIC I Regular Interest Variable(2) $44,961,846.75 March 1, 2035

Z-VII

REMIC I Regular Interest Variable(2) $24,923,883.54 March 1, 2035

Z-VIII

</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 CB-I

Certificates, Class NB-I Certificates, Class CB-II Certificates, Class NB-II

Certificates, Class CB-III Certificates, Class NB-III Certificates, Class NB-IV

Certificates, Class NB-IV 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 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

PASS- CERTIFICATE

THROUGH PRINCIPAL MATURITY S&P/ MINIMUM

DESIGNATION RATE BALANCE FEATURES(3) DATE(4) MOODY'S DENOMINATIONS(5)

Class CB-I Variable $ 124,749,700 Senior/Variable March 1, 2035 AAA/Aaa $25,000.00

Rate(6) Rate

Class NB-I Variable $ 84,790,900 Senior/Variable March 1, 2035 AAA/Aaa $25,000.00

Rate(4) Rate

Class CB-II Variable $ 109,917,000 Senior/Variable March 1, 2035 AAA/Aaa $25,000.00

Rate(4) Rate

Class NB-II Variable $ 53,162,800 Senior/Variable March 1, 2035 AAA/Aaa $25,000.00

Rate(4) Rate

Class CB-III Variable $ 15,065,600 Senior/Super March 1, 2035 AAA/Aaa $25,000.00

Rate(4) Senior/Variable

Rate

Class NB-III Variable $ 8,220,300 Senior/Senior March 1, 2035 AAA/Aa1 $25,000.00

Rate(4) Support/Variable

Rate

Class CB-IV Variable $ 44,963,500 Senior/Variable March 1, 2035 AAA/Aaa $25,000.00

Rate(4) Rate

Class NB-IV Variable $ 24,924,800 Senior/Variable March 1, 2035 AAA/Aaa $25,000.00

Rate(4) Rate

Class R Variable $ 100 Senior/Residual/ March 1, 2035 AAA/Aaa (7)

Rate(4) Rate

Class M-1 Variable $ 11,251,300 Mezzanine/Variable March 1, 2035 AA/Aa2 $25,000.00

Rate(2) Rate

Class M-2 Variable $ 8,500,800 Mezzanine/Variable March 1, 2035 A/A2 $250,000.00

Rate(6) Rate

Class M-3 Variable $ 5,750,500 Mezzanine/Variable March 1, 2035 BBB/Baa2 $250,000.00

Rate(6) Rate

Class B-1 Variable $ 3,750,300 Subordinate/Variable March 1, 2035 BB/NA $250,000.00

Rate(6) Rate

Class B-2 Variable $ 3,000,200 Subordinate/Variable March 1, 2035 B/NA $250,000.00

Rate(6) Rate

Class B-3 Variable $ 2,000,458 Subordinate/Variable March 1, 2035 NA/NA $250,000.00

Rate(6) Rate

</TABLE>

________________

3 The Certificates, other than the Class B Certificates 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.

4 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 REMIC II Regular Interest.

5 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 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.

6 The Pass-Through Rate on the Class CB-I, Class NB-I, Class CB-II, Class

NB-II, Class CB-III, Class NB-III, Class CB-IV, Class NB-IV and Class R

Certificates will be equal to the Net WAC Rates on the Mortgage Loans in

the related Loan Group. The initial Pass-Through Rate for the Class CB-I,

Class NB-I, Class CB-II, Class NB-II, Class CB-III, Class NB-III, Class

CB-IV, Class NB-IV and Class R Certificates will be equal to approximately

5.199180%, 5.373923%, 5.402931%, 5.328741%, 5.522471%, 5.383295%,

5.223706%, 5.221456% and 5.199180% per annum, respectively.

7 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 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%.

8 The Pass-Through Rate on the Class M-1, Class M-2, Class M-3, Class B-1,

Class B-2 and Class B-3 Certificates will be equal to the weighted average

of the Net WAC Rates on the Group I, Group II, Group III, Group IV, Group V

and Group VI Loans Group VII, weighted in proportion to the related

Subordinate Amount. The initial Pass-Through Rate on Class M-1, Class M-2,

Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will be equal to

approximately 5.311123%.

<PAGE>

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

Date of $500,048,258.61.

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.

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: With respect to each Loan Group, the

excess of (i) the sum of (a) the amount described in the definition of Available

Distribution Amount in the Standard Terms and (b) the amount allocated to the

Available Distribution Amount for such Loan Group pursuant to Section 4.02(g)

over (ii) any amount allocated to the Available Distribution Amount of any other

Loan Group pursuant to Section 4.02(g).

<PAGE>

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)

$228,598 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) (i) if the aggregate principal balance of the Non-Primary Residence Loans

as of the Relevant Anniversary is less than 10% of the Stated Principal

Balance of the Mortgage Loans as of the Relevant Anniversary, $0.00, or

(ii) if the aggregate principal balance of the Non-Primary Residence Loans

as of the Relevant Anniversary is equal to or greater than 10% of the

Stated Principal Balance of the Mortgage Loans as of the Relevant

Anniversary, the sum of (I) the aggregate principal balance of the

Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than

80.00% but less than or equal to 90.00% (other than Additional Collateral

Loans), times 0.25%, (II) the aggregate principal balance of the

Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than

90.00% but less than or equal to 95.00% (other than Additional Collateral

Loans), times 0.50%, and (III) the aggregate principal balance of the

Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than

95.00% (other than Additional Collateral Loans) times 0.75%, in each case

as of the Relevant Anniversary; 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 CB, Class NB, 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-QA3" and which must be an Eligible

Account.

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

Certificates and the Class R Certificates, (ii) Loan Group II, the Class NB-I

Certificates, (iii) Loan Group III, the Class CB-II Certificates, (iv) Loan

Group IV, the Class NB-II Certificates, (v) Loan Group V, the Class CB-III, (vi)

Loan Group VI, the Class NB-III Certificates, (vii) Loan Group VII, the Class

CB-IV Certificates, and (viii) Loan Group VIII, the Class NB-IV Certificates.

Certificate Policy: None.

Class CB Certificate: Any one of the Class CB-I, Class CB-II, Class

CB-III or Class CB-IV Certificates, executed by the Trustee and authenticated by

the Certificate Registrar substantially in the form annexed to the Standard

Terms as Exhibit A.

Class NB Certificate: Any one of the Class NB-I, Class NB-II, Class

NB-III, Class or Class NB-IV Certificates, executed by the Trustee and

authenticated by the Certificate Registrar substantially in the form annexed to

the Standard Terms as Exhibit A.

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

Trustee and authenticated by the Certificate Registrar substantially in the form

annexed to the Standard Terms as Exhibit D and evidencing (i) an interest

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

Provisions (component 1) and (ii) an interest designated as a "residual

interest" in REMIC II for purposes of the REMIC Provisions (component 2).

Closing Date: March 31, 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-QA3.

Cut-off Date: March 1, 2005.

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

Business Day prior to such Distribution Date.

<PAGE>

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 lower of

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

Closing Date by such Rating Agency).

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 3.00% 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) 2.00% 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

<PAGE>

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.

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.

Fraud Losses: Realized Losses on Mortgage Loans as to which there was

fraud in the origination of such Mortgage Loan.

Group I Certificates: The Class CB-I Certificates 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 II 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 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 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)(xv).

Group I Subordinate Amount: 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 then

outstanding.

Group II Certificates: The Class NB-I 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 II 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 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)(xv).

<PAGE>

Group II Subordinate Amount: 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

then outstanding.

Group III Certificates: The Class CB-II 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 II for purposes of the

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

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

Exhibit One.

Group III 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 III 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) in Loan Group III immediately prior to such Distribution Date.

Group III Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group III Certificateholders on such Distribution Date pursuant

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

Group III Subordinate Amount: On any date of determination, the excess

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

over the aggregate Certificate Principal Balance of the Group III Certificates

then outstanding.

Group IV Certificates: The Class NB-II 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 II for purposes of the

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

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

Exhibit One.

Group IV 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 IV 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) in Loan Group IV immediately prior to such Distribution Date.

<PAGE>

Group IV Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group IV Certificateholders on such Distribution Date pursuant

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

Group IV Subordinate Amount: On any date of determination, the excess of

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

over the aggregate Certificate Principal Balance of the Group IV Certificates

then outstanding.

Group V Certificates: The Class CB-III, 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 II for purposes of the

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

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

One.

Group V 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 V 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) in Loan Group V immediately prior to such Distribution Date.

Group V Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group V Certificateholders on such Distribution Date pursuant

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

Group V Subordinate Amount: On any date of determination, the excess of

the aggregate Stated Principal Balance of the Group V Loans as of such date over

the aggregate Certificate Principal Balance of the Group V Certificates then

outstanding.

Group VI Certificates: The Class NB-III 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 II for purposes of the

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

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

One.

Group VI 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 VI 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) in Loan Group VI immediately prior to such Distribution Date.

<PAGE>

Group VI Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group VI Certificateholders on such Distribution Date pursuant

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

Group VI Subordinate Amount: On any date of determination, the excess of

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

over the aggregate Certificate Principal Balance of the Group VI Certificates

then outstanding.

Group VII Certificates: The Class CB-IV 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 II for purposes of the

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

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

Exhibit One.

Group VII 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 VII 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) in Loan Group VII immediately prior to such Distribution Date.

Group VII Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group VII Certificateholders on such Distribution Date pursuant

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

Group VII Subordinate Amount: On any date of determination, the excess

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

over the aggregate Certificate Principal Balance of the Group VII Certificates

then outstanding.

Group VIII Certificates: The Class NB-IV 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 II for purposes of the

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

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

Exhibit One.

<PAGE>

Group VIII 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 VIII 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) in Loan Group VIII immediately prior to such Distribution Date.

Group VIII Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group VIII Certificateholders on such Distribution Date

pursuant to Section 4.02(a)(ii) and Section 4.02(a)(xv).

Group VIII Subordinate Amount: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group VIII Loans as of such

date over the aggregate Certificate Principal Balance of the Group VIII

Certificates then outstanding.

Initial Monthly Payment Fund: $255,585 representing scheduled

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

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

be entitled to receive such payment.

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: 2.25% Class B-1: 0.75%

Class M-2: 1.70% Class B-2: 0.60%

Class M-3: 1.15% Class B-3: 0.40%

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.

Loan Group: Loan Group I, Loan Group II, Loan Group III, Loan Group IV,

Loan Group V, Loan Group VI, Loan Group VII or Loan Group VIII.

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.

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

Loans.

Loan Group IV: The group of Mortgage Loans comprised of the Group IV Loans.

Loan Group V: The group of Mortgage Loans comprised of the Group V Loans.

<PAGE>

Loan Group VI: The group of Mortgage Loans comprised of the Group VI Loans.

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

Loans.

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

Loans.

Maturity Date: March 1, 2035, 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");

<PAGE>

(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, Group II Loan, Group

III Loan, Group IV Loan, Group V Loan, Group VI Loan, Group VII Loan or Group

VIII Loan;

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

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

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

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

(r) the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR").

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 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 Rate: With respect to any Distribution Date and each Loan Group,

a per annum rate equal to the weighted average of the Net Mortgage Rates of the

related 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.

<PAGE>

Pass-Through Rate: With respect to the Class CB-I Certificates

and the Class R Certificates, the Net WAC Rate of the Group I Loans. With

respect to the Class NB-I Certificates, the Net WAC Rate of the Group II Loans.

With respect to the Class CB-II Certificates, the Net WAC Rate of the Group III

Loans. With respect to the Class NB-II Certificates, the Net WAC Rate of the

Group IV Loans. With respect to the Class CB-III Certificates, the Net WAC Rate

of the Group V Loans. With respect to the Class NB-III Certificates, the Net WAC

Rate of the Group VI Loans. With respect to the Class CB-IV Certificates, the

Net WAC Rate of the Group VII Loans. With respect to the Class NB_IV

Certificates, the Net WAC Rate of Group VIII Loans. With respect to the Class M

Certificates and Class B Certificates, the weighted average of the Net WAC Rates

for the Group I, Group II, Group III, Group IV, Group V, Group VI Loans, Group

VII Loans and Group VIII Loans, weighted on the basis of the related Subordinate

Amount. This determination will be made as of the related Distribution Date

prior to giving effect to any distributions on the Certificates on that date.

The Pass-Through Rate on the Class M Certificates and Class B Certificates with

respect to the first Interest Accrual period is expected to be approximately

5.311123% per annum. For federal income tax purposes, the foregoing rate for the

Class M Certificates and Class B Certificates is expressed as the weighted

average of the rates on the REMIC I Regular Interests Y-I, Y-II, Y-III, Y-IV,

Y-V, Y-VI, Y-VII and Y-VIII.

Periodic Cap: With respect to each Mortgage Loan, the periodic rate cap

that limits the increase or the decrease of the related Mortgage Rate on any

Adjustment Date (other than the initial Adjustment Date) pursuant to the terms

of the related Mortgage Note.

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;

<PAGE>

(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 below

the then-current rating assigned to such Certificates, 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 the 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.

<PAGE>

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

assumption of 25% CPR, used for determining the accrual of original issue

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

tax purposes.

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 April 2012

(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

<PAGE>

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 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.

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,

(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.

REMIC I Certificates: The Class R Certificates (component 1 of which

represents the sole class of residual interests in REMIC I).

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 Certificates in the following amounts and priority:

(a) To the extent of the Available Distribution Amount for Loan Group I:

(i) first, to REMIC I Regular Interests Y-I and REMIC I Regular Interests

Z-I and the Class R Certificates (in respect of component 1 thereof),

concurrently, the Uncertificated Accrued Interest for such Regular

Interests and the accrued interest for such Certificates remaining

unpaid from previous Distribution Dates, pro rata according to their

respective shares of such unpaid amounts;

<PAGE>

(ii) second, to the REMIC I Regular Interests Y-I and REMIC I Regular

Interests Z-I and the Class R Certificates (in respect of component 1

thereof), concurrently, the Uncertificated Accrued Interest or accrued

interest, as applicable, for such Classes for the current Distribution

Date, pro rata according to their respective Uncertificated Accrued

Interest; and

(iii) third, to the REMIC I Regular Interests Y-I, REMIC I Regular Interests

Z-I and the Class R Certificates (in respect of component 1 thereof),

the REMIC I Y-I Principal Distribution Amount, the REMIC I Z-I Principal

Distribution Amount and the Class R Certificate principal distribution

amount, respectively.

(b) To the extent of the Available Distribution Amount for Loan Group II:

(i) first, to the REMIC I Regular Interests Y-II and REMIC I Regular

Interests Z-II, concurrently, the Uncertificated Accrued Interest for

such Classes remaining unpaid from previous Distribution Dates, pro rata

according to their respective shares of such unpaid amounts;

(ii) second, to the REMIC I Regular Interests Y-II and REMIC I Regular

Interests Z-II, concurrently, the Uncertificated Accrued Interest for

such Classes for the current Distribution Date, pro rata according to

their respective Uncertificated Accrued Interest; and

(iii) third, to the REMIC I Regular Interests Y-II and REMIC I Regular

Interests Z-II, the REMIC I Y-II Principal Distribution Amount and the

REMIC I Z-II Principal Distribution Amount, respectively.

(i) first, to REMIC I Regular Interests Y-III and REMIC I Regular Interests

Z-III, concurrently, the Uncertificated Accrued Interest for such

Regular Interests remaining unpaid from previous Distribution Dates, pro

rata according to their respective shares of such unpaid amounts;

(ii) second, to the REMIC I Regular Interests Y-III and REMIC I Regular

Interests Z-III, concurrently, the Uncertificated Accrued Interest for

such Classes for the current Distribution Date, pro rata according to

their respective Uncertificated Accrued Interest; and

(iii) third, to the REMIC I Regular Interests Y-III and REMIC I Regular

Interests Z-III, the REMIC I Y-III Principal Distribution Amount and the

REMIC I Z-III Principal Distribution Amount, respectively.

(d) To the extent of the Available Distribution Amount for Loan Group IV:

(i) first, to REMIC I Regular Interests Y-IV and REMIC I Regular Interests

Z-IV, concurrently, the Uncertificated Accrued Interest for such Regular

Interests remaining unpaid from previous Distribution Dates, pro rata

according to their respective shares of such unpaid amounts;

<PAGE>

(ii) second, to the REMIC I Regular Interests Y-IV and REMIC I Regular

Interests Z-IV, concurrently, the Uncertificated Accrued Interest for

such Classes for the current Distribution Date, pro rata according to

their respective Uncertificated Accrued Interest; and

(iii) third, to the REMIC I Y-IV and REMIC I Z-IV Regular Interests, the REMIC

I Y-IV Principal Distribution Amount and the REMIC I Z-IV Principal

Distribution Amount, respectively.

(e) To the extent of the Available Distribution Amount for Loan Group V:

(i) first, to REMIC I Regular Interests Y-V and REMIC I Regular Interests

Z-V, concurrently, the Uncertificated Accrued Interest for such Regular

Interests remaining unpaid from previous Distribution Dates, pro rata

according to their respective shares of such unpaid amounts;

(ii) second, to the REMIC I Regular Interests Y-V and REMIC I Regular

Interests Z-V, concurrently, the Uncertificated Accrued Interest for

such Classes for the current Distribution Date, pro rata according to

their respective Uncertificated Accrued Interest; and

(iii) third, to the REMIC I Y-V and REMIC I Z-V Regular Interests, the REMIC I

Y-V Principal Distribution Amount and the REMIC I Z-V Principal

Distribution Amount, respectively.

(f) To the extent of the Available Distribution Amount for Loan Group VI:

(i) first, to REMIC I Regular Interests Y-VI and REMIC I Regular Interests

Z-VI, concurrently, the Uncertificated Accrued Interest for such Regular

Interests remaining unpaid from previous Distribution Dates, pro rata

according to their respective shares of such unpaid amounts;

(ii) second, to the REMIC I Regular Interests Y-VI and REMIC I Regular

Interests Z-VI, concurrently, the Uncertificated Accrued Interest for

such Classes for the current Distribution Date, pro rata according to

their respective Uncertificated Accrued Interest; and

(iii) third, to the REMIC I Y-VI and REMIC I Z-VI Regular Interests, the REMIC

I Y-VI Principal Distribution Amount and the REMIC I Z-VI Principal

Distribution Amount, respectively.

(g) To the extent of the Available Distribution Amount for Loan Group

VII:

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(i) first, to REMIC I Regular Interests Y-VII and REMIC I Regular

Interests Z-VII, concurrently, the Uncertificated Accrued Interest for

such Regular Interests remaining unpaid from previous Distribution

Dates, pro rata according to their respective shares of such unpaid

amounts;

(ii) second, to the REMIC I Regular Interests Y-VII and REMIC I

Regular Interests Z-VII, concurrently, the Uncertificated Accrued

Interest for such Classes for the current Distribution Date, pro rata

according to their respective Uncertificated Accrued Interest; and

(iii) third, to the REMIC I Y-VII and REMIC I Z-VII Regular

Interests, the REMIC I Y-VII Principal Distribution Amount and the REMIC

I Z-VII Principal Distribution Amount, respectively.

(h) To the extent of the Available Distribution Amount for Loan Group

VIII:

(i) first, to REMIC I Regular Interests Y-VIII and REMIC I

Regular Interests Z-VIII, concurrently, the Uncertificated Accrued

Interest for such Regular Interests remaining unpaid from previous

Distribution Dates, pro rata according to their respective shares of

such unpaid amounts;

(ii) second, to the REMIC I Regular Interests Y-VIII and REMIC I

Regular Interests Z-VIII, concurrently, the Uncertificated Accrued

Interest for such Classes for the current Distribution Date, pro rata

according to their respective Uncertificated Accrued Interest; and

(iii) third, to the REMIC I Y-VIII and REMIC I Z-VIII Regular

Interests, the REMIC I Y-VIII Principal Distribution Amount and the

REMIC I Z-VIII Principal Distribution Amount, respectively.

(i) To the extent of the Available Distribution Amounts for Loan Group

I, Loan Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI,

Loan Group VII and Loan Group VIII for such Distribution Date remaining after

payment of the amounts pursuant to paragraphs (a) through (h) of this definition

of "REMIC I Distribution Amount":

(i) first, to each Class of REMIC I Y and REMIC I Z Regular Interests, pro rata

according to the amount of unreimbursed Realized Losses allocable to

principal previously allocated to each such 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(d);

provided, however, that any amounts distributed pursuant to this paragraph

(g)(i) of this definition of "REMIC I Distribution Amount" shall not cause

a reduction in the Uncertificated Principal Balances of any of the REMIC I

Y and REMIC I Z Regular Interests; and

(ii) second, to the Class R Certificates, any remaining amount.

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REMIC I Realized Losses: Realized Losses on each Loan Group shall be

allocated to the Uncertificated REMIC I Regular Interests as follows: (1) the

interest portion of Realized Losses on Group I Loans, if any, shall be allocated

among the REMIC I Regular Interests Y-I and REMIC I Regular Interests Z-I pro

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

reduction thereof; (2) the interest portion of Realized Losses on Group II

Loans, if any, shall be allocated among the REMIC I Regular Interests Y-II and

REMIC I Regular Interests Z-II pro rata according to the amount of interest

accrued but unpaid thereon, in reduction thereof; (3) the interest portion of

Realized Losses on Group III Loans, if any, shall be allocated among the REMIC I

Regular Interests Y-III and REMIC I Regular Interests Z-III pro rata according

to the amount of interest accrued but unpaid thereon, in reduction thereof; (4)

the interest portion of Realized Losses on Group IV Loans, if any, shall be

allocated among the REMIC I Regular Interests Y-IV and REMIC I Regular Interests

Z-IV pro rata according to the amount of interest accrued but unpaid thereon, in

reduction thereof; (5) the interest portion of Realized Losses on Group V Loans,

if any, shall be allocated among the REMIC I Regular Interests Y-V and REMIC I

Regular Interests Z-V pro rata according to the amount of interest accrued but

unpaid thereon, in reduction thereof; (6) the interest portion of Realized

Losses on Group VI Loans, if any, shall be allocated among the REMIC I Regular

Interests Y-VI and REMIC I Regular Interests Z-VI pro rata according to the

amount of interest accrued but unpaid thereon, in reduction thereof; (7) the

interest portion of Realized Losses on Group VII Loans, if any, shall be

allocated among the REMIC I Regular Interests Y-VII and REMIC I Regular

Interests Z-VII pro rata according to the amount of interest accrued but unpaid

thereon, in reduction thereof and (8) the interest portion of Realized Losses on

Group VIII Loans, if any, shall be allocated among the REMIC I Regular Interests

Y-VIII and REMIC I Regular Interests Z-VIII 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 in such Loan Group and allocated

pursuant to the succeeding sentences. The principal portion of Realized Losses

with respect to each Loan Group shall be allocated to the Uncertificated REMIC I

Regular Interests as follows: (1) the principal portion of Realized Losses on

Group I Loans shall be allocated, first, to the REMIC I Regular Interests Y-I to

the extent of the REMIC I Y-I Principal Reduction Amount in reduction of the

Uncertificated Principal Balance of such Uncertificated REMIC I Regular

Interests and, second, the remainder, if any, of such principal portion of such

Realized Losses shall be allocated to the REMIC I Regular Interests Z-I in

reduction of the Uncertificated Principal Balance thereof; (2) the principal

portion of Realized Losses on Group II Loans shall be allocated, first, to the

REMIC I Regular Interests Y-II to the extent of the REMIC I Y-II Principal

Reduction Amount in reduction of the Uncertificated Principal Balance of such

Uncertificated REMIC I Regular Interests and, second, the remainder, if any, of

such principal portion of such Realized Losses shall be allocated to the REMIC I

Regular Interests Z-II in reduction of the Uncertificated Principal Balance

thereof; (3) the principal portion of Realized Losses on Group III Loans shall

be allocated, first, to the REMIC I Regular Interests Y-III to the extent of the

REMIC I Y-III Principal Reduction Amount in reduction of the Uncertificated

Principal Balance of such Uncertificated REMIC I Regular Interests and, second,

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

be allocated to the REMIC I Regular Interests Z-III in reduction of the

Uncertificated Principal Balance thereof; (4) the principal portion of Realized

Losses on Group IV Loans shall be allocated, first, to the REMIC I Regular

Interests Y-IV to the extent of the REMIC I Y-IV Principal Reduction Amount in

reduction of the Uncertificated Principal Balance of such Uncertificated REMIC I

Regular Interests and, second, the remainder, if any, of such principal portion

of such Realized Losses shall be allocated to the REMIC I Regular Interests Z-IV

in reduction of the Uncertificated Principal Balance thereof; (5) the principal

portion of Realized Losses on Group V Loans shall be allocated, first, to the

REMIC I Regular Interests Y-V to the extent of the REMIC I Y-V Principal

<PAGE>

Reduction Amount in reduction of the Uncertificated Principal Balance of such

Uncertificated REMIC I Regular Interests and, second, the remainder, if any, of

such principal portion of such Realized Losses shall be allocated to the REMIC I

Regular Interests Z-V in reduction of the Uncertificated Principal Balance

thereof; (6) the principal portion of Realized Losses on Group VI Loans shall be

allocated, first, to the REMIC I Regular Interests Y-VI to the extent of the

REMIC I Y-VI Principal Reduction Amount in reduction of the Uncertificated

Principal Balance of such Uncertificated REMIC I Regular Interests and, second,

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

be allocated to the REMIC I Regular Interests Z-VI in reduction of the

Uncertificated Principal Balance thereof; (7) the principal portion of Realized

Losses on Group VII Loans shall be allocated, first, to the REMIC I Regular

Interests Y-VII to the extent of the REMIC I Y-VII Principal Reduction Amount in

reduction of the Uncertificated Principal Balance of such Uncertificated REMIC I

Regular Interests and, second, the remainder, if any, of such principal portion

of such Realized Losses shall be allocated to the REMIC I Regular Interests

Z-VII in reduction of the Uncertificated Principal Balance thereof; and (8) the

principal portion of Realized Losses on Group VIII Loans shall be allocated,

first, to the REMIC I Regular Interests Y-VIII to the extent of the REMIC I

Y-VIII Principal Reduction Amount in reduction of the Uncertificated Principal

Balance of such Uncertificated REMIC I Regular Interests and, second, the

remainder, if any, of such principal portion of such Realized Losses shall be

allocated to the REMIC I Regular Interests Z-VIII in reduction of the

Uncertificated Principal Balance thereof.

REMIC I Regular Interest Y-I: A regular interest in REMIC I that is held

as an asset of REMIC II, that has an initial principal balance equal to the

related Uncertificated Principal Balance, that bears interest at the related