STANDARD TERMS OF POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 7/12/2005

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RESIDENTIAL ACCREDIT LOANS, INC.,

COMPANY,

RESIDENTIAL FUNDING CORPORATION,

MASTER SERVICER,

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

TRUSTEE

SERIES SUPPLEMENT,

DATED AS OF JUNE 1, 2005,

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

dated as of August 1, 2004

Mortgage Asset-Backed Pass-Through Certificates

SERIES 2005-QS8

<PAGE>

<TABLE>

Page

ARTICLE I

<S> <C>

DEFINITIONS..................................................................................6

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

Section 1.02 Use of Words and Phrases..................................................17

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.............................18

Section 2.01 Conveyance of Mortgage Loans..............................................18

Section 2.02 Acceptance by Trustee.....................................................19

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

Company...................................................................19

Section 2.04 Representations and Warranties of Sellers.................................22

Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates.....22

Section 2.06 [Reserved]................................................................22

Section 2.07 [Reserved]................................................................22

Section 2.08 Purposes and Powers of the Trust..........................................22

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................................23

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS..............................................................24

Section 4.01 Certificate Account.......................................................24

Section 4.02 Distributions.............................................................24

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

Exchange Act Reporting....................................................30

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

Master Servicer...........................................................30

Section 4.05 Allocation of Realized Losses.............................................30

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.............32

Section 4.07 Optional Purchase of Defaulted Mortgage Loans.............................32

Section 4.08 Surety Bond...............................................................32

ARTICLE V

THE CERTIFICATES............................................................................33

ARTICLE VI

THE COMPANY AND THE MASTER SERVICER.........................................................34

ARTICLE VII

DEFAULT.....................................................................................35

ARTICLE VIII

CONCERNING THE TRUSTEE......................................................................36

ARTICLE IX

TERMINATION.................................................................................37

ARTICLE X

REMIC PROVISIONS............................................................................38

Section 10.01 REMIC Administration......................................................38

Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification..........38

Section 10.03 Designation of REMIC......................................................38

Section 10.04 Distributions on the Uncertificated Class A-V REMIC Regular Interests.....38

Section 10.05 Compliance with Withholding Requirements..................................39

ARTICLE XI

MISCELLANEOUS PROVISIONS....................................................................40

Section 11.01 Amendment.................................................................40

Section 11.02 Recordation of Agreement; Counterparts...................................40

Section 11.03 Limitation on Rights of Certificateholders................................40

Section 11.04 Governing Law.............................................................40

Section 11.05 Notices...................................................................40

Section 11.06 Required Notices to Rating Agency and Subservicer.........................41

Section 11.07 Severability of Provisions................................................41

Section 11.08 Supplemental Provisions for Resecuritization..............................41

Section 11.09 Allocation of Voting Rights...............................................41

Section 11.10 No Petition...............................................................41

</TABLE>

<PAGE>

EXHIBITS

Exhibit One: Mortgage Loan Schedule

Exhibit Two: Schedule of Discount Fractions

Exhibit Three: Information to be Included in

Monthly Distribution Date Statement

Exhibit Four: Standard Terms of Pooling and Servicing

Agreement Dated as of August 1, 2004

<PAGE>

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

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

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

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

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

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

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

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

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

PRELIMINARY STATEMENT:

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

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

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

ownership interest in the Mortgage Loans. As provided herein, the REMIC

Administrator will make an election to treat the entire segregated pool of

assets described in the definition of Trust Fund, and subject to this Agreement

(including the Mortgage Loans), as a real estate mortgage investment conduit (a

"REMIC") for federal income tax purposes.

The terms and provisions of the Standard Terms are hereby incorporated

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

contained herein shall conflict with or be inconsistent with any provision

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

Supplement shall govern. All capitalized terms not otherwise defined herein

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

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

<PAGE>

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

aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings

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

the Trust Fund created hereunder.

<TABLE>

AGGREGATE

INITIAL

CERTIFICATE

PASS-THROUGH PRINCIPAL MATURITY FITCH/ MINIMUM

DESIGNATION RATE BALANCE FEATURES(1) DATE MOODY'S DENOMINATIONS(2)

Class A-1 5.00% $101,002,000.00 Senior/Fixed Rate June 25, 2020 AAA/Aaa $25,000.00

Class A-P 0.00% $310,495.38 Senior/Principal Only June 25, 2020 AAA/Aaa $25,000.00

Class A-V Variable $0.00(4) Senior/Interest June 25, 2020 AAA/Aaa $2,000,000.00

Rate(3) Only/Variable Rate

Class R 5.00% $100.00 Senior/Residual/Fixed June 25, 2020 AAA/Aaa (5)

Rate

Class M-1 5.00% $1,822,000.00 Mezzanine/Fixed Rate June 25, 2020 AA/NA $25,000.00

Class M-2 5.00% $208,100.00 Mezzanine/Fixed Rate June 25, 2020 A/NA $250,000.00

Class M-3 5.00% $312,200.00 Mezzanine/Fixed Rate June 25, 2020 BBB/NA $250,000.00

Class B-1 5.00% $156,100.00 Subordinate/Fixed June 25, 2020 BB/NA $250,000.00

Rate

Class B-2 5.00% $104,100.00 Subordinate/Fixed June 25, 2020 B/NA $250,000.00

Rate

Class B-3 5.00% $156,159.97 Subordinate/Fixed June 25, 2020 NA/NA $250,000.00

Rate

</TABLE>

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

be Book-Entry Certificates. The Class B and Class R Certificates shall

be delivered to the holders thereof in physical form.

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

in minimum dollar denominations as indicated above (by Certificate

Principal Balance or Notional Amount, as applicable) and integral

multiples of $1 in excess thereof, except that the Class M-2, Class B-1,

Class B-2 and Class B-3 Certificates shall each be issued in an amount

equal to the entire Certificate Principal Balance of the related Class.

(3) The initial Pass-Through Rate on the Class A-V Certificates is 0.4306%.

(4) The Class A-V Certificates do not have a principal balance. For the

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

Certificates will accrue on a notional amount equal to the aggregate

Stated Principal Balance of the Mortgage Loans immediately prior to the

related Distribution Date.

(5) 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%.

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

Date of $104,071,255.

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

the Master Servicer and the Trustee agree as follows:

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

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

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

Article.

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

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

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

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

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

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

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

close of business on the Business Day immediately preceding the most

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

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

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

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

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

(A) (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) the product of (x) an amount equal

to the largest difference in the related Monthly Payment for any

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

than Additional Collateral Loans) which had an original

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

Net Mortgage Rate thereof was equal to the weighted average

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

Relevant Anniversary) of the Net Mortgage Rates of all Mortgage

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

<PAGE>

number equal to the weighted average remaining term to maturity,

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

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

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

remaining in the Mortgage Pool divided by the total number of

Outstanding Mortgage Loans in the Mortgage Pool as of the

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

over (2) the aggregate amount of Bankruptcy Losses allocated

solely to one or more specific Classes of Certificates in accordance

with Section 4.05 since the Relevant Anniversary.

The Bankruptcy Amount may be further reduced by the Master Servicer

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

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

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

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

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

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

written confirmation to the Trustee.

Certificate: Any Class A, Class M, Class B or Class R Certificate.

Certificate Account: The separate account or accounts created and

maintained pursuant to Section 4.01 of the Standard Terms, which shall be

entitled "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-QS8" and which must be an Eligible

Account.

Certificate Policy: None.

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

Certificates, executed by the Trustee and authenticated by the Certificate

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

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

Trustee and authenticated by the Certificate Registrar substantially in the form

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

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

Closing Date: June 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-QS8.

Cut-off Date: June 1, 2005.

<PAGE>

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

Business Day prior to each Distribution Date.

Discount Net Mortgage Rate: 5.00% per annum.

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).

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

Available Distribution Amount over the sum of (i) the aggregate amount of

Accrued Certificate Interest on the Senior Certificates, (ii) the Senior

Principal Distribution Amount (determined without regard to Section

4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-P Principal Distribution Amount

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

Principal Distribution Amount) and (iv) the aggregate amount of Accrued

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

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

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

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

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

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

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

to such date of determination, (Y) from the first to, but not including, the

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

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

(b) 1.50% 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.

Initial Monthly Payment Fund: $0.00, representing scheduled principal

amortization and interest at the Net Mortgage Rate payable during the July 2005

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

to receive such payment.

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

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

Principal Balance of the Mortgage Loans corresponding to the Uncertificated

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

date.

Initial Subordinate Class Percentage: With respect to each Class of

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

Certificate Principal Balance of such Class of Subordinate Certificates divided

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

Cut-off Date as follows:

Class M-1: 1.75% Class B-1: 0.15%

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

Class M-3: 0.30% Class B-3: 0.15%

Interest Accrual Period: With respect to any Class of Certificates and

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

Distribution Date occurs.

Interest Only Certificates: The Class A-V Certificates. The Interest

Only Certificates will have no Certificate Principal Balance.

Maturity Date: June 25, 2020, the Distribution Date immediately

following the latest scheduled maturity date of any Mortgage Loan.

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

hereto as Exhibit One (as amended from time to time to reflect the addition of

Qualified Substitute Mortgage Loans), which list or lists shall set forth the

following information as to each Mortgage Loan:

<PAGE>

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

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

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

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

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

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

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

interest ("ORIGINAL P & I");

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

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

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

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

(xi) a code "T," "BT" or "CT" under the column "LN FEATURE,"

indicating that the Mortgage Loan is secured by a second or

vacation residence; and

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

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

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

the information required.

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

A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the

aggregate Stated Principal Balance of the Mortgage Loans corresponding to the

Uncertificated Class A-V REMIC Regular Interests represented by such Class or

Subclass immediately prior to such date.

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

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

Class B Certificates and any Distribution Date, the per annum rates set forth in

the Preliminary Statement hereto.

With respect to the Class A-V Certificates (other than any Subclass

thereof) and any Distribution Date, a rate equal to the weighted average,

expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as of

the Due Date in the related Due Period, weighted on the basis of the respective

Stated Principal Balances of such Mortgage Loans as of the day immediately

preceding such Distribution Date (or, with respect to the initial Distribution

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

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

equal to 0.4306% per annum. With respect to any Subclass of Class A-V

Certificates and any Distribution Date, a rate equal to the weighted average,

<PAGE>

expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans

corresponding to the Uncertificated Class A-V REMIC Regular Interests

represented by such Subclass as of the Due Date in the related Due Period,

weighted on the basis of the respective Stated Principal Balances of such

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

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

Cut-off Date). The Principal Only Certificates have no Pass-Through Rate and are

not entitled to Accrued Certificate Interest.

Permitted Investments: One or more of the following:

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

interest by the United States or any agency or instrumentality thereof when such

obligations are backed by the full faith and credit of the United States;

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

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

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

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

highest short-term rating available;

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

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

not more than 90 days and, in the case of bankers' acceptances, shall in no

event have an original maturity of more than 365 days or a remaining maturity of

more than 30 days) denominated in United States dollars of any U.S. depository

institution or trust company incorporated under the laws of the United States or

any state thereof or of any domestic branch of a foreign depository institution

or trust company; provided that the 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, as evidenced in writing;

<PAGE>

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: The prepayment assumption to be used for

determining the accrual of original issue discount and premium and market

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

constant prepayment rate of 4.0% per annum of the then outstanding principal

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

Mortgage Loans and an additional approximately 1.090909% per annum in each month

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

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

prepayment rate of 16.0% per annum.

Prepayment Distribution Percentage: With respect to any Distribution

Date and each Class of Subordinate Certificates, under the applicable

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

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

2010 (unless the Certificate Principal Balances of the Senior

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

reduced to zero), 0%.

(ii) For any Distribution Date not discussed in clause (i) above on

which any Class of Subordinate Certificates are outstanding:

(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

<PAGE>

denominator of which is the sum of the Certificate Principal

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

Subordinate Certificates then outstanding with the Highest

Priority and (2) all other Classes of Subordinate Certificates

for which the respective Prepayment Distribution Triggers have

been satisfied; and

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

Certificates for which the Prepayment Distribution Triggers have

not been satisfied, 0%; and

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

foregoing percentages on any Distribution Date as provided in

Section 4.02 of this Series Supplement (determined without regard

to the proviso to the definition of "Subordinate Principal

Distribution Amount") would result in a distribution in respect

of principal of any Class or Classes of Subordinate Certificates

in an amount greater than the remaining Certificate Principal

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

the Prepayment Distribution Percentage of each Maturing Class

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

above, would exactly reduce the Certificate Principal Balance of

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

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

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

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

Principal Balance of each Maturing Class had been reduced to zero

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

Distribution Percentages of the Maturing Class or Classes

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

aggregate percentage, shall be allocated among the Non-Maturing

Classes in proportion to their respective Recalculated

Percentages (the portion of such aggregate reduction so allocated

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

for purposes of such Distribution Date, the Prepayment

Distribution Percentage of each Non-Maturing Class shall be equal

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

calculated in accordance with the provisions in paragraph (ii)

above as if the Certificate Principal Balance of each Maturing

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

Adjustment Percentage.

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

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

Certificates, the close of business on the last Business Day of the month

preceding the month in which the related Distribution Date occurs.

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

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

Uncertificated REMIC Regular Interest in the definition of Uncertificated REMIC

Regular Interest.

<PAGE>

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

election is to be made, consisting of:

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

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

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

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

on deposit in the Custodial Account or in the Certificate

Account and identified as belonging to the Trust Fund,

including the proceeds from the liquidation of Additional

Collateral for any Additional Collateral Loan, but not

including amounts on deposit in the Initial Monthly

Payment Fund,

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

acquired for the benefit of the Certificateholders by

foreclosure or deed in lieu of foreclosure,

(iv) the hazard insurance policies and Primary Insurance

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

Pledged Asset Mortgage Loan, and the interest in the

Surety Bond transferred to the Trustee pursuant to Section

2.01 herein, and

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

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

Certificates, executed by the Trustee and authenticated by the Certificate

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

and Exhibit D.

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

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

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

A-P Certificates) immediately prior to such Distribution Date and the

denominator of which is the aggregate Stated Principal Balance of all of the

Mortgage Loans (or related REO Properties) (other than the related Discount

Fraction of each Discount Mortgage Loan) immediately prior to such Distribution

Date.

Senior Principal Distribution Amount: With respect to any Distribution

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

remaining after the distribution of all amounts required to be distributed

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

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

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

distributed to the Senior Certificateholders on such Distribution Date pursuant

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

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

$1,822,710 minus the sum of (i) the aggregate amount of Special Hazard Losses

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

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

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

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

amount calculated in accordance with the preceding sentence (without giving

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

<PAGE>

the greater of (A) the greater of (i) the product of the Special Hazard

Percentage for such anniversary multiplied by the outstanding principal balance

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

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

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

immediately preceding such anniversary and (B) the greater of (i) the product of

0.50% multiplied by the outstanding principal balance of all Mortgage Loans on

the Distribution Date immediately preceding such anniversary multiplied by a

fraction, the numerator of which is equal to the aggregate outstanding principal

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

Mortgage Loans secured by Mortgaged Properties located in the State of

California divided by the aggregate outstanding principal balance (as of the

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

as a percentage, and the denominator of which is equal to 17.1% (which

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

balance initially secured by Mortgaged Properties located in the State of

California) and (ii) the aggregate outstanding principal balance (as of the

immediately preceding Distribution Date) of the largest Mortgage Loan secured by

a Mortgaged Property (or, with respect to a Cooperative Loan, the related

Cooperative Apartment) located in the State of California.

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

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

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

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

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

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

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

written confirmation to the Trustee.

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

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

aggregate outstanding principal balance (as of immediately preceding

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

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

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

preceding Distribution Date.

Subordinate Principal Distribution Amount: With respect to any

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

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

(y) the aggregate of the amounts calculated (without giving effect to the

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

and (3) of Section 4.02(a)(ii)(Y)(A) to the extent not payable to the Senior

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

Principal Balance of each Class of Subordinate Certificates then outstanding, of

the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) (without

giving effect to the Senior Accelerated Distribution Percentage) to the extent

such collections are not otherwise distributed to the Senior Certificates; (iii)

the product of (x) the related Prepayment Distribution Percentage and (y) the

aggregate of all Principal Prepayments in Full received in the related

Prepayment Period and Curtailments received in the preceding calendar month

(other than the related Discount Fraction of such Principal Prepayments in Full

and Curtailments with respect to a Discount Mortgage Loan) to the extent not

payable to the Senior Certificates; (iv) if such Class is the Class of

<PAGE>

Subordinate Certificates with the Highest Priority, any Excess Subordinate

Principal Amount for such Distribution Date not paid to the Senior Certificates;

and (v) any amounts described in clauses (i), (ii) and (iii) as determined for

any previous Distribution Date, that remain undistributed to the extent that

such amounts are not attributable to Realized Losses which have been allocated

to a Class of Subordinate Certificates minus (b) the sum of (i) with respect to

the Class of Subordinate Certificates with the Lowest Priority, any Excess

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

Capitalization Reimbursement Amount for such Distribution Date, other than the

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

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

Subordinate Principal Distribution Amount for such Class of Subordinate

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

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

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

reductions for the Capitalization Reimbursement Amount.

Uncertificated Accrued Interest: With respect to each Distribution Date,

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

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

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

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

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

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

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

resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses

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

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

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

respect to each related Uncertificated REMIC Notional Amount and such

Distribution Date.

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

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

the related Mortgage Loan.

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

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

Pool Strip Rate with respect to the related Mortgage Loan.

Uncertificated Class A-V REMIC Regular Interest Distribution Amounts:

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

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

Distribution Date pursuant to Section 10.04.

Uncertificated Class A-V REMIC Regular Interests: The 582 uncertificated

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

each Non-Discount Mortgage Loan having a Net Mortgage Rate greater than 5.00%,

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

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

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

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

Mortgage Loan.

<PAGE>

Underwriters: UBS Securities LLC and Residential Funding Securities

Corporation.

Section 1.02 Use of Words and Phrases.

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

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

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

corresponding Articles, Sections and Subsections in the Pooling and Servicing

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

plural.

<PAGE>

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

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

Terms).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1229, effective as of January 1, 2005.

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

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

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

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

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

<PAGE>

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

Section 2.03 Representations, Warranties and Covenants of the Master Servicer

and the Company.

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

Servicer, see Section 2.03(a) of the Standard Terms.

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

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

specified below, as of the date so specified):

(i) No Mortgage Loan is 30 or more days Delinquent in payment of

principal and interest as of the Cut-off Date and no Mortgage Loan has

been so Delinquent more than once in the 12-month period prior to the

Cut-off Date;

(ii) The information set forth in Exhibit One hereto with respect

to each Mortgage Loan or the Mortgage Loans, as the case may be, is true

and correct in all material respects at the date or dates respecting

which such information is furnished;

(iii) The Mortgage Loans are fully-amortizing, fixed-rate

mortgage loans with level Monthly Payments due, with respect to a

majority of the Mortgage Loans, on the first day of each month and terms

to maturity at origination or modification of not more than 15 years;

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

of one Mortgage Loan representing approximately 0.1% of the aggregate

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

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

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

Policy that insures (a) at least 30% of the Stated Principal Balance of

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

100.00% and 95.01%, (b) at least 25% of the Stated Principal Balance of

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

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

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

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

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

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

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

companies whose claims-paying abilities are currently acceptable to each

Rating Agency;

(vi) No more than 1.2% of the Mortgage Loans by aggregate Stated

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

Properties located in any one zip code area in Maryland, and no more

than 0.9% of the Mortgage Loans by aggregate Stated Principal Balance as

of the Cut-off Date are secured by Mortgaged Properties located in any

one zip code area outside Maryland;

<PAGE>

(vii) The improvements upon the Mortgaged Properties are insured

against loss by fire and other hazards as required by the Program Guide,

including flood insurance if required under the National Flood Insurance

Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain

such casualty insurance at the Mortgagor's expense, and on the

Mortgagor's failure to do so, authorizes the holder of the Mortgage to

obtain and maintain such insurance at the Mortgagor's expense and to

seek reimbursement therefor from the Mortgagor;

(viii) Immediately prior to the assignment of the Mortgage Loans

to the Trustee, the Company had good title to, and was the sole owner

of, each Mortgage Loan free and clear of any pledge, lien, encumbrance

or security interest (other than rights to servicing and related

compensation) and such assignment validly transfers ownership of the

Mortgage Loans to the Trustee free and clear of any pledge, lien,

encumbrance or security interest;

(ix) Approximately 70.49% of the Mortgage Loans by aggregate

Stated Principal Balance as of the Cut-off Date were underwritten under

a reduced loan documentation program, approximately 24.4% of the

Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off

Date were underwritten under a no-stated income program, and

approximately 7.6% of the Mortgage Loans by aggregate Stated Principal

Balance as of the Cut-off Date were underwritten under a no income/no

asset program;

(x) Except with respect to approximately 20.8% Mortgage Loans by

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

represented in its loan application with respect to the related Mortgage

Loan that the Mortgaged Property would be owner-occupied;

(xi) None of the Mortgage Loans are Buy-Down Mortgage Loans;

(xii) Each Mortgage Loan constitutes a qualified mortgage under

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

1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the

provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury

Regulation Section 1.860G-2(f)(2) or any other provision that would

allow a Mortgage Loan to be treated as a "qualified mortgage"

notwithstanding its failure to meet the requirements of Section

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

1.860G-2(a)(1), (2), (4), (5) and (6);

(xiii) A policy of title insurance was effective as of the

closing of each Mortgage Loan and is valid and binding and remains in

full force and effect, unless the Mortgaged Properties are located in

the State of Iowa and an attorney's certificate has been provided as

described in the Program Guide;

(xiv) None of the Mortgage Loans are Cooperative Loans; with

respect to a Mortgage Loan that is a Cooperative Loan, the Cooperative

Stock that is pledged as security for the Mortgage Loan is held by a

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

in a cooperative housing corporation (as defined in Section 216 of the

Code);

<PAGE>

(xv) With respect to each Mortgage Loan originated under a

"streamlined" Mortgage Loan program (through which no new or updated

appraisals of Mortgaged Properties are obtained in connection with the

refinancing thereof), the related Seller has represented that either (a)

the value of the related Mortgaged Property as of the date the Mortgage

Loan was originated was not less than the appraised value of such

property at the time of origination of the refinanced Mortgage Loan or

(b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of

origination of the Mortgage Loan generally meets the Company's

underwriting guidelines;

(xvi) Interest on each Mortgage Loan is calculated on the basis

of a 360-day year consisting of twelve 30-day months;

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

File a Destroyed Mortgage Note;

(xviii)None of the Mortgage Loans have been made to International

Borrowers, and no such Mortgagor is a member of a foreign diplomatic

mission with diplomatic rank;

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

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

sovereign government; and

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

and none of the Mortgage Loans are Pledged Asset Loans.

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

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

the Trustee or any Custodian.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

is continuing shall constitute the sole remedy respecting such breach available

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

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

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

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

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

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

Standard Terms).

Section 2.05 Execution and Authentication of Certificates/Issuance of

Certificates.

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

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

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

assets included in the Trust Fund and/or the applicable REMIC, receipt of which

is hereby acknowledged. Concurrently with such delivery and in exchange

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

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

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

authorized denominations that evidence ownership in the Trust Fund.

Section 2.06 [Reserved].

Section 2.07 [Reserved].

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

Terms).

<PAGE>

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

(SEE ARTICLE III OF THE STANDARD TERMS)

<PAGE>

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

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

Section 4.02 Distributions.

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

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

Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii)

below, and to each Certificateholder of record on the next preceding Record Date

(other than as provided in Section 9.01 respecting the final distribution)

either in immediately available funds (by wire transfer or otherwise) to the

account of such Certificateholder at a bank or other entity having appropriate

facilities therefor, if such Certificateholder has so notified the Master

Servicer or the Paying Agent, as the case may be, or, if such Certificateholder

has not so notified the Master Servicer or the Paying Agent by the Record Date,

by check mailed to such Certificateholder at the address of such Holder

appearing in the Certificate Register such Certificateholder's share (which

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

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

Interests represented by Certificates of the applicable Class held by such

Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall

be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below

to each Holder of a Subclass thereof) of the following amounts, in the following

order of priority (subject to the provisions of Section 4.02(b), (c), and (e)

below), in each case to the extent of the Available Distribution Amount

remaining:

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

Certificates), on a pro rata basis based on Accrued Certificate Interest

payable on such Certificates with respect to such Distribution Date,

Accrued Certificate Interest on such Classes of Certificates (or

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

Distribution Date, plus any Accrued Certificate Interest thereon

remaining unpaid from any previous Distribution Date except as provided

in the last paragraph of this Section 4.02(a); and

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

Distribution Amount (applied to reduce the Certificate Principal

Balances of such Senior Certificates); and

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

Certificates and the Class A-V Certificates), in the priorities and

amounts set forth in Section 4.02(b) and (c), the sum of the following

(applied to reduce the Certificate Principal Balances of such Senior

Certificates, as applicable):

(A) the Senior Percentage for such Distribution Date times

the sum of the following:

(1) the principal portion of each Monthly Payment

due during the related Due Period on each Outstanding

Mortgage Loan (other than the related Discount Fraction of

the principal portion of such payment with respect to a

Discount Mortgage Loan), whether or not received on or

<PAGE>

prior to the related Determination Date, minus the

principal portion of any Debt Service Reduction (other

than the related Discount Fraction of the principal

portion of such Debt Service Reductions with respect to

each Discount Mortgage Loan) which together with other

Bankruptcy Losses exceeds the Bankruptcy Amount;

(2) the Stated Principal Balance of any Mortgage

Loan repurchased during the preceding calendar month (or

deemed to have been so repurchased in accordance with

Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or

4.07 and the amount of any shortfall deposited in the

Custodial Account in connection with the substitution of a

Deleted Mortgage Loan pursuant to Section 2.03 or 2.04

during the preceding calendar month (other than the

related Discount Fraction of such Stated Principal Balance

or shortfall with respect to each Discount Mortgage Loan);

and

(3) the principal portion of all other unscheduled

collections (other than Principal Prepayments in Full and

Curtailments and amounts received in connection with a

Cash Liquidation or REO Disposition of a Mortgage Loan

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

Supplement, including without limitation Insurance

Proceeds, Liquidation Proceeds and REO Proceeds),

including Subsequent Recoveries, received during the

preceding calendar month (or deemed to have been so

received in accordance with Section 3.07(b)) to the extent

applied by the Master Servicer as recoveries of principal

of the related Mortgage Loan pursuant to Section 3.14 of

the Standard Terms (other than the related Discount

Fraction of the principal portion of such unscheduled

collections, with respect to each Discount Mortgage Loan);

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

Liquidation or a REO Disposition occurred during the preceding

calendar month (or was deemed to have occurred during such period

in accordance with Section 3.07(b)) and did not result in any

Excess Special Hazard Losses, Excess Fraud Losses, Excess

Bankruptcy Losses or Extraordinary Losses, an amount equal to the

lesser of (a) the Senior Percentage for such Distribution Date

times the Stated Principal Balance of such Mortgage Loan (other

than the related Discount Fraction of such Stated Principal

Balance, with respect to each Discount Mortgage Loan) and (b) the

Senior Accelerated Distribution Percentage for such Distribution

Date times the related unscheduled collections (including without

limitation Insurance Proceeds, Liquidation Proceeds and REO

Proceeds) to the extent applied by the Master Servicer as

recoveries of principal of the related Mortgage Loan pursuant to

Section 3.14 of the Standard Terms (in each case other than the

portion of such unscheduled collections, with respect to a

Discount Mortgage Loan, included in clause (C) of the definition

of Class A-P Principal Distribution Amount);

<PAGE>

such Distribution Date times the aggregate of all Principal

Prepayments in Full received in the related Prepayment Period and

Curtailments received in the preceding calendar month (other than

the related Discount Fraction of such Principal Prepayments in

Full and Curtailments, with respect to each Discount Mortgage

Loan);

(D) any Excess Subordinate Principal Amount for such

Distribution Date; and

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

(A), (B) and (C) of this Section 4.02(a), as determined for any

previous Distribution Date, which remain unpaid after application

of amounts previously distributed pursuant to this clause (E) to

the extent that such amounts are not attributable to Realized

Losses which have been allocated to the Subordinate Certificates;

minus

(F) the Capitalization Reimbursement Amount for such

Distribution Date, other than the related Discount Fraction of

any portion of that amount related to each Discount Mortgage

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

Senior Principal Distribution Amount, without giving effect to

this clause (F), and the denominator of which is the sum of the

principal distribution amounts for all Classes of Certificates

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

any reductions for the Capitalization Reimbursement Amount;

(iii) if the Certificate Principal Balances of the Subordinate

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

Sub-Servicer, by remitting for deposit to the Custodial Account, to the

extent of and in reimbursement for any Advances or Sub-Servicer Advances

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

remain unreimbursed in whole or in part following the Cash Liquidation

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

Advances that were made with respect to delinquencies that ultimately

constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess

Bankruptcy Losses or Extraordinary Losses;

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

Certificate Interest thereon for such Distribution Date, plus any

Accrued Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

to (x) the Subordinate Principal Distribution Amount for such Class of

Certificates for such Distribution Date, minus (y) the amount of any

Class A-P Collection Shortfalls for such Distribution Date or remaining

unpaid for all previous Distribution Dates, to the extent the amounts

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

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

therefor, applied in reduction of the Certificate Principal Balance of

the Class M-1 Certificates;

<PAGE>

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

Certificate Interest thereon for such Distribution Date, plus any

Accrued Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

equal to (x) the Subordinate Principal Distribution Amount for such

Class of Certificates for such Distribution Date, minus (y) the amount

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

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

amounts available pursuant to clause (x) of Sections 4.02(a) (ix), (xi),

(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction

of the Certificate Principal Balance of the Class M-2 Certificates;

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

Certificate Interest thereon for such Distribution Date, plus any

Accrued Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

equal to (x) the Subordinate Principal Distribution Amount for such

Class of Certificates for such Distribution Date minus (y) the amount of

any Class A-P Collection Shortfalls for such Distribution Date or

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

amounts available pursuant to clause (x) of Sections 4.02(a)(xi),

(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction

of the Certificate Principal Balance of the Class M-3 Certificates;

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

Certificate Interest thereon for such Distribution Date, plus any

Accrued Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

equal to (x) the Subordinate Principal Distribution Amount for such

Class of Certificates for such Distribution Date minus (y) the amount of

any Class A-P Collection Shortfalls for such Distribution Date or

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

amounts available pursuant to clause (x) of Sections 4.02(a)(xiii),

(xiv) and (xv) are insufficient therefor, applied in reduction of the

Certificate Principal Balance of the Class B-1 Certificates;

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

Certificate Interest thereon for such Distribution Date, plus any

Accrued Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

equal to (x) the Subordinate Principal Distribution Amount for such

Class of Certificates for such Distribution Date minus (y) the amount of

any Class A-P Collection Shortfalls for such Distribution Date or

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

amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and

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

Principal Balance of the Class B-2 Certificates;

<PAGE>

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

equal to (x) the Accrued Certificate Interest thereon for such

Distribution Date, plus any Accrued Certificate Interest thereon

remaining unpaid from any previous Distribution Date, except as provided

below, minus (y) the amount of any Class A-P Collection Shortfalls for

such Distribution Date or remaining unpaid for all previous Distribution

Dates, to the extent the amounts available pursuant to clause (x) of

Section 4.02(a)(xv) are insufficient therefor;

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

equal to (x) the Subordinate Principal Distribution Amount for such

Class of Certificates for such Distribution Date minus (y) the amount of

any Class A-P Collection Shortfalls for such Distribution Date or

remaining unpaid for all previous Distribution Dates applied in

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

Certificates;

(xvi) to the Senior Certificates, on a pro rata basis in

accordance with their respective outstanding Certificate Principal

Balances, the portion, if any, of the Available Distribution Amount

remaining after the foregoing distributions, applied to reduce the

Certificate Principal Balances of such Senior Certificates, but in no

event more than the aggregate of the outstanding Certificate Principal

Balances of each such Class of Senior Certificates, and thereafter, to

each Class of Subordinate Certificates then outstanding beginning with

such Class with the Highest Priority, any portion of the Available

Distribution Amount remaining after the Senior Certificates have been

retired, applied to reduce the Certificate Principal Balance of each

such Class of Subordinate Certificates, but in no event more than the

outstanding Certificate Principal Balance of each such Class of

Subordinate Certificates; and

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

Available Distribution Amount.

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

the Class of Subordinate Certificates outstanding on such Distribution Date with

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

outstanding, the Senior Certificates, Accrued Certificate Interest thereon

remaining unpaid from any previous Distribution Date will be distributable only

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

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

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

Accrued Certificate Interest was attributable to interest shortfalls relating to

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

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

Nonrecoverable Advance with respect to the related Mortgage Loan where such

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

Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO

Proceeds have not yet been distributed to the Certificateholders.

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

Distribution Date will be made as follows:

<PAGE>

(i) first, an amount equal to the Class A-P Principal

Distribution Amount shall be distributed to the Class A-P Certificates,

until the Certificate Principal Balance thereof has been reduced to

zero; and

(ii) second, the Senior Principal Distribution Amount shall be

distributed in the following manner and priority:

(A) first, to the Class R Certificates, until the

Certificate Principal Balance thereof has been reduced to zero;

and

(B) second, the Senior Principal Distribution Amount

remaining after the payments of principal made in accordance with

Section 4.02(b)(ii)(A) above, shall be distributed to the Class

A-1 Certificates, until the Certificate Principal Balance thereof

has been reduced to zero.

Depletion Date, the Senior Principal Distribution Amount will be distributed to

the remaining Senior Certificates (other than the Class A-P Certificates and the

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

Certificate Principal Balances.

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

Classes of Senior Certificates (other than the Class A-P Certificates) to zero

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

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

principal thereon and the Available Distribution Amount will be paid solely to

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

case as described herein.

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

Subsequent Recoveries, the Master Servicer shall deposit such funds into the

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

account such Subsequent Recoveries, the amount of a Realized Loss is reduced,

the amount of such Subsequent Recoveries will be applied to increase the

Certificate Principal Balance of the Class of Subordinate Certificates with a

Certificate Principal Balance greater than zero with the highest payment

priority to which Realized Losses, other than Excess Bankruptcy Losses, Excess

Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, have been

allocated, but not by more than the amount of Realized Losses previously

allocated to that Class of Certificates pursuant to Section 4.05. The amount of

any remaining Subsequent Recoveries will be applied to increase from zero the

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

payment priority, up to the amount of Realized Losses previously allocated to

that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent

Recoveries will in turn be applied to increase from zero the Certificate

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

priority up to the amount of Realized Losses previously allocated to that Class

of Certificates pursuant to Section 4.05, and so on. Holders of such

Certificates will not be entitled to any payment in respect of Accrued

Certificate Interest on the amount of such increases for any Interest Accrual

Period preceding the Interest Accrual Period that relates to the Distribution

Date on which such increase occurs. Any such increases shall be applied to the

Certificate Principal Balance of each Certificate of such Class in accordance

with its respective Percentage Interest.

<PAGE>

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

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

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

Depository Participants in accordance with its normal procedures. Each

Depository Participant shall be responsible for disbursing such distribution to

the Certificate Owners that it represents and to each indirect participating

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

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

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

Master Servicer shall have any responsibility therefor.

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

anticipates that a final distribution with respect to any Class of Certificates

will be made on the next Distribution Date, the Master Servicer shall, no later

than the Determination Date in the month of such final distribution, notify the

Trustee and the Trustee shall, no later than two (2) Business Days after such

Determination Date, mail on such date to each Holder of such Class of

Certificates a notice to the effect that: (i) the Trustee anticipates that the

final distribution with respect to such Class of Certificates will be made on

such Distribution Date but only upon presentation and surrender of such

Certificates at the office of the Trustee or as otherwise specified therein, and

(ii) no interest shall accrue on such Certificates from and after the end of the

related Interest Accrual Period. In the event that Certificateholders required

to surrender their Certificates pursuant to Section 9.01(c) do not surrender

their Certificates for final cancellation, the Trustee shall cause funds

distributable with respect to such Certificates to be withdrawn from the

Certificate Account and credited to a separate escrow account for the benefit of

such Certificateholders as provided in Section 9.01(d).

Section 4.03 Statements to Certificateholders; Statements to the Rating

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

Terms)

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

the Master

Servicer. (See Section 4.04 of the Standard Terms)

Section 4.05 Allocation of Realized Losses.

Prior to each Distribution Date, the Master Servicer shall determine the

total amount of Realized Losses, if any, that resulted from any Cash

Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation

or REO Disposition that occurred during the related Prepayment Period or, in the

case of a Servicing Modification that constitutes a reduction of the interest

rate on a Mortgage Loan, the amount of the reduction in the interest portion of

the Monthly Payment due during the related Due Period. The amount of each

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

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

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

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

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

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

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

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

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

Certificates until the Certificate Principal Balance thereof has been reduced to

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

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

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

<PAGE>

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

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

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

among all Senior Certificates (other than the Class A-P Certificates) on a pro

rata basis, as described below. The principal portion of any Excess Special

Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary

Losses on Discount Mortgage Loans will be allocated to the Class A-P

Certificates in an amount equal to the Discount Fraction thereof and the

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

Realized Losses on Discount Mortgage Loans and the entire principal and interest

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

among the Senior Certificates (other than the Class A-P Certificates) and the

Subordinate Certificates, on a pro rata basis, as described below.

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

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

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

Certificates, on the basis of their then outstanding Certificate Principal

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

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

Accrued Certificate Interest thereon payable on such Distribution Date (without

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

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

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

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

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

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

that no such reduction shall reduce the aggregate Certificate Principal Balance

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

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

Debt Service Reductions) to the Subordinate Certificates then outstanding with

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

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

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

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

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

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

of Section 4.02(a). Allocations of the interest portion of a Realized Loss

resulting from an interest rate reduction in connection with a Servicing

Modification shall be made by operation of the provisions of Section 4.02(a).

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

operation of the provisions of Section 4.02(a). All Realized Losses and all

other losses allocated to a Class of Certificates hereunder will be allocated

among the Certificates of such Class in proportion to the Percentage Interests

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

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

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

Subclasses in proportion to the respective amounts of Accrued Certificate

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

reductions.

<PAGE>

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

Section 4.06 of the Standard Terms)

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

the Standard Terms)

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

<PAGE>

ARTICLE V

THE CERTIFICATES

(SEE ARTICLE V OF THE STANDARD TERMS)

<PAGE>

ARTICLE VI

THE COMPANY AND THE MASTER SERVICER

(SEE ARTICLE VI OF THE STANDARD TERMS)

<PAGE>

ARTICLE VII

DEFAULT

(SEE ARTICLE VII OF THE STANDARD TERMS)

<PAGE>

ARTICLE VIII

CONCERNING THE TRUSTEE

(SEE ARTICLE VIII OF THE STANDARD TERMS)

<PAGE>

ARTICLE IX

TERMINATION

(SEE ARTICLE IX OF THE STANDARD TERMS)

<PAGE>

ARTICLE X

REMIC PROVISIONS

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

Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification.

(See Section 10.02 of the Standard Terms)

Section 10.03 Designation of REMIC.

The REMIC Administrator will make an election to treat the entire

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

to this Agreement (including the Mortgage Loans) as a REMIC for federal income

tax purposes.

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

Class B-2 and Class B-3 Certificates and the Uncertificated Class A-V REMIC

Regular Interests, the rights in and to which will be represented by the Class

A-V Certificates, will be "regular interests" in the REMIC, and the Class R

Certificates will be the sole class of "residual interests" therein for purposes

of the REMIC Provisions (as defined herein) under federal income tax law. On and

after the date of issuance of any Subclass of Class A-V Certificates pursuant to

Section 5.01(c), any such Subclass will represent the Uncertificated Class A-V

REMIC Regular Interest or Interests specified by the initial Holder of the Class

A-V Certificates pursuant to said Section.

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

Interests.

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

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

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

Interests for such Distribution Date, plus any Uncertificated Accrued Interest

thereon remaining unpaid from any previous Distribution Date.

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

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

Certificates under Section 4.05 shall be deemed allocated to Uncertificated

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

Uncertificated Accrued Interest for the related Distribution Date.

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

Certificates, the amounts distributable thereon from the Uncertificated Class

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

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

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

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

Regular Interests.

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

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

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

<PAGE>

Section 10.05 Compliance with Withholding Requirements.

Notwithstanding any other provision of this Agreement, the

Trustee or any Paying Agent, as applicable, shall comply with all federal

withholding requirements respecting payments to Certificateholders, including

interest or original issue discount payments or advances thereof that the

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

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

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

withhold any amount from interest or original issue discount payments or

advances thereof to any Certificateholder pursuant to federal withholding

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

amount withheld to such Certificateholder pursuant to the terms of such

requirements.

<PAGE>

ARTICLE XI

MISCELLANEOUS PROVISIONS

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

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

Standard Terms)

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

the Standard Terms)

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

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

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

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

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

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

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

the Trustee and the Company, as applicable:

RECIPIENT ADDRESS

Company 8400 Normandale Lake Boulevard

Suite 250, Minneapolis, Minnesota 55437,

Attention: President

Master Servicer 2255 N. Ontario Street, Suite 400

Burbank, California 91504-2130,

Attention: Managing Director/Master

Servicing

Trustee Corporate Trust Office

1761 East St. Andrew Place

Santa Ana, California 92705-4934,

Attention: Residential Accredit Loans, Inc.

Series 2005-QS8

The Trustee designates its offices located at

c/o DTC Transfer Services, 55 Water Street,

Jeanette Street Park Entrance, New York, New

York 10041, for the purposes of Section 8.12

of the Standard Terms

Moody's Investors Service, Inc. 99 Church Street, 4th Floor

New York, New York 10004

Fitch Ratings One State Street Plaza

New York, New York 10004

<PAGE>

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

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

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

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

given, whether or not the Certificateholder receives such notice.

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

11.06 of the Standard Terms)

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

Terms)

Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08

of the Standard Terms)

Section 11.09 Allocation of Voting Rights.

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

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

Certificates, in proportion to the outstanding Certificate Principal Balances of

their respective Certificates; 1.0% of all Voting Rights shall be allocated

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

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

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

their respective Percentage Interests.

Section 11.10 No Petition.

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

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

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

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

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

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

Agreement.

<PAGE>

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

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

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

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

RESIDENTIAL ACCREDIT LOANS, INC.

[Seal]

By:

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

Name: Heather Anderson

Title: Vice President

Attest: ____________________

Name:

Title:

RESIDENTIAL FUNDING CORPORATION

[Seal]

By:

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

Name: Mark White

Title: Associate

Attest:____________________

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

[Seal]

By:

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

Name:

Title:

By:

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

Name:

Title:

Attest:____________________

Name:

Title:

<PAGE>

STATE OF MINNESOTA

)

) ss.:

COUNTY OF HENNEPIN )

On the 29th day of June, 2005 before me, a notary public in and

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

President of Residential Accredit Loans, Inc., one of the corporations that

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

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

corporation executed the within instrument.

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

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

Notary Public

[Notarial Seal]

<PAGE>

STATE OF MINNESOTA

)

) ss.:

COUNTY OF HENNEPIN )

On the 29th day of June, 2005 before me, a notary public in and

for said State, personally appeared Mark White, known to me to be an Associate

of Residential Funding Corporation, one of the corporations that executed the

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

behalf of said corporation, and acknowledged to me that such corporation

executed the within instrument.

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

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

Notary Public

[Notarial Seal]

<PAGE>

STATE OF CALIFORNIA

)

) ss.:

COUNTY OF ORANGE )

On the 29th day of June, 2005 before me, a notary public in and

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

_________________ of Deutsche Bank Trust Company Americas, the New York banking

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

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

me that such banking corporation executed the within instrument.

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

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

Notary Public

[Notarial Seal]

STATE OF CALIFORNIA )