STANDARD TERMS OF POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RFMSI Series 2005-S6 Trus | RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., | RESIDENTIAL FUNDING CORPORATION, | U.S. BANK NATIONAL ASSOCIATION,

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Title: STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 9/12/2005
Law Firm: SAN LUIS OBISPC

EXECUTION COPY

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

SERIES SUPPLEMENT,

DATED AS OF AUGUST 1, 2005,

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

DATED AS OF MAY 1, 2005

Mortgage Pass-Through Certificates

Series 2005-S6

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<TABLE>

TABLE OF CONTENTS

PAGE

<S> <C>

ARTICLE I DEFINITIONS...............................................................4

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

Section 1.02 Use of Words and Phrases.........................................14

ARTICLE II ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES15

Section 2.01 Conveyance of Mortgage Loans.....................................15

Section 2.02 Acceptance by Trustee.(See Section 2.02 of the Standard Terms)...15

Section 2.03 Representations, Warranties and Covenants of the Master Servicer

and the Company..................................................15

Section 2.04 Representations and Warranties of Sellers........................18

Section 2.05 Execution and Authentication of Certificates.....................18

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................19

Section 3.01 Master Servicer to Act as Servicer...............................19

Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;

Enforcement of Subservicers' and Sellers' Obligations............20

Section 3.03 Successor Subservicers. (See Section 3.03 of the Standard Terms).21

Section 3.04 Liability of the Master Servicer. (See Section 3.04 of the

Standard Terms) .................................................21

Section 3.05 No Contractual Relationship Between Subservicer and Trustee or

Certificateholders. (See Section 3.05 of the Standard Terms).....21

Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.

(See Section 3.06 of the Standard Terms).........................21

Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial

Account. (See Section 3.07 of the Standard Terms)................21

Section 3.08 Subservicing Accounts; Servicing Accounts........................21

Section 3.09 Access to Certain Documentation and Information Regarding the

Mortgage Loans.

(See Section 3.09 of the Standard Terms).........................22

Section 3.10 Permitted Withdrawals from the Custodial Account.................22

Section 3.11 Maintenance of the Primary Insurance Policies; Collections

Thereunder. (See Section 3.11 of the Standard Terms).............24

Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity

Coverage. (See Section 3.12 of the Standard Terms)...............24

Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification

Agreements; Certain Assignments. (See Section 3.13 of the

Standard Terms).... .............................................24

Section 3.14 Realization Upon Defaulted Mortgage Loans........................24

Section 3.15 Trustee to Cooperate; Release of Mortgage Files. (See Section

3.15 of the Standard Terms)............ .........................27

Section 3.16 Servicing and Other Compensation; Compensating Interest.

(See Section 3.16 of the Standard Terms).........................27

Section 3.17 Reports to the Trustee and the Company.(See Section 3.17 of the

Standard Terms)..................................................27

Section 3.18 Annual Statement as to Compliance. (See Section 3.18 of the

Standard Terms) .................................................27

Section 3.19 Annual Independent Public Accountants' Servicing Report.

(See Section 3.19 of the Standard Terms).........................27

Section 3.20 Rights of the Company in Respect of the Master Servicer.

(See Section 3.20 of the Standard Terms).........................27

Section 3.21 Administration of Buydown Funds. (See Section 3.21 of the

Standard Terms) .................................................27

Section 3.22 Advance Facility. (See Section 3.22 of the Standard Terms).......27

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................28

Section 4.01 Certificate Account.(See Section 4.01 of the Standard Terms).....28

Section 4.02 Distributions....................................................28

Section 4.03 Statements to Certificateholders; Statements to Rating Agencies;

Exchange Act Reporting.(See Section 4.03 of the Standard Terms)..36

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

by the Master Servicer...........................................36

Section 4.05 Allocation of Realized Losses....................................36

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.

(See Section 4.06 of the Standard Terms)................ ........38

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

4.07 of the Standard Terms)......................................38

Section 4.08 Surety Bond.(See Section 4.08 of the Standard Terms).............38

ARTICLE V THE CERTIFICATES.........................................................39

ARTICLE VI THE COMPANY AND THE MASTER SERVICER......................................40

ARTICLE VII DEFAULT..................................................................41

ARTICLE VIII CONCERNING THE TRUSTEE...................................................42

ARTICLE IX TERMINATION..............................................................43

Section 9.01 Optional Purchase by Residential Funding of All Certificates;

Termination Upon Purchase by Residential Funding or Liquidation

of All Mortgage Loans ...........................................43

Section 9.02 Additional Termination Requirements..............................44

Section 9.03 Termination of Multiple REMICs...................................44

ARTICLE X REMIC PROVISIONS.........................................................45

Section 10.01 REMIC Administration.............................................45

Section 10.02 Master Servicer; REMIC Administrator and Trustee

Indemnification. (See Section 10.02 of the Standard Terms).......45

Section 10.03 Designation of REMIC(s)..........................................45

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

Interests .......................................................45

Section 10.05 Compliance with Withholding Requirements.........................46

ARTICLE XI MISCELLANEOUS PROVISIONS.................................................47

Section 11.01 Amendment........................................................47

Section 11.02 Recordation of Agreement, Counterparts...........................47

Section 11.03 Limitation on Rights of Certificateholders.......................47

Section 11.04 Governing Laws...................................................47

Section 11.05 Notices..........................................................47

Section 11.06 Required Notices to Rating Agency and Subservicer................48

Section 11.07 Severability of Provisions.......................................49

Section 11.08 Supplemental Provisions for Resecuritization.....................49

Section 11.09 Allocation of Voting Rights......................................49

Section 11.10 No Petition......................................................49

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EXHIBITS

Exhibit One: Mortgage Loan Schedule (Available from the Depositor upon request.)

Exhibit Two: Schedule of Discount Fractions (Available from the Depositor upon request.)

Exhibit Three: Information to be Included in Monthly Distribution Date Statement

Exhibit Four: Standard Terms of Pooling and Servicing Agreement dated as of May 1, 2005

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

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

of May 1, 2005 and attached as Exhibit Four hereto (the "Standard Terms" and,

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

"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the

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

RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted

successors and assigns, the "Master Servicer"), and U.S. BANK NATIONAL

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

"Trustee").

PRELIMINARY STATEMENT

The Company intends to sell Mortgage Pass-Through Certificates

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

which in the aggregate will evidence the entire beneficial ownership interest in

the Trust Fund. As provided herein, the REMIC Administrator will make an

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

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

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

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

The terms and provisions of the Standard Terms are hereby incorporated

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

contained herein shall conflict with or be inconsistent with any provision

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

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

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

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

the related section of the Series Supplement. All capitalized terms not

otherwise defined herein shall have the meanings set forth in the Standard

Terms. The Pooling and Servicing Agreement shall be dated as of the date of the

Series Supplement.

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.

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<TABLE>

AGGREGATE

PASS- INITIAL

THROUGH CERTIFICATE FITCH/

DESIGNATION RATE BALANCE FEATURES(1) DATE S&P DENOMINATIONS(2)

Class A-1 5.00% $108,900,000.00 Senior/Accretion August 25, AAA/AAA $25,000.00

Directed/Fixed Rate 2035

Class A-2 5.25% $32,970,000.00 Senior/Accretion August 25, AAA/AAA $25,000.00

Directed/Fixed Rate 2035

Class A-3 5.25% $18,500,000.00 Super August 25, AAA/AAA $25,000.00

Senior/Accrual/Fixed 2035

Rate

Class A-4 5.25% $590,000.00 Senior August 25, AAA/AAA $25,000.00

Support/Accrual/Fixed 2035

Rate

Class A-5 5.25% $28,000,000.00 Super August 25, AAA/AAA $25,000.00

Senior/Lockout/Fixed 2035

Rate

Class A-6 5.25% $2,100,000.00 Senior August 25, AAA/AAA $25,000.00

Support/Lockout/Fixed 2035

Rate

Class A-7 5.50% $108,900,000.00 Senior/Accretion August 25, AAA/AAA $25,000.00

Directed/Fixed Rate 2035

Class A-8 5.25% $99,975,000.00 Senior/Fixed Rate August 25, AAA/AAA $25,000.00

2035

Class A-P 0.00% $537,958.44 Senior/Principal Only August 25, AAA/AAA $25,000.00

2035

Class A-V Variable $0.00 Senior/Interest August 25, AAA/AAA $2,000,000.00

Rate(3) Only/Variable Rate 2035

Class R 5.25% $200.00 Senior/Residual/Fixed August 25, AAA/AAA (4)

Rate 2035

Class M-1 5.25% $6,812,900.00 Mezzanine/Fixed Rate August 25, AA/NA $25,000.00

2035

Class M-2 5.25% $2,270,700.00 Mezzanine/Fixed Rate August 25, A/NA $250,000.00

2035

Class M-3 5.25% $1,238,600.00 Mezzanine/Fixed Rate August 25, BBB/NA $250,000.00

2035

Class B-1 5.25% $825,700.00 Subordinate/Fixed Rate August 25, BB/NA $250,000.00

2035

Class B-2 5.25% $619,300.00 Subordinate/Fixed Rate August 25, B/NA $250,000.00

2035

Class B-3 5.25% $619.361.01 Subordinate/Fixed Rate August 25, NA/NA $250,000.00

2035

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____________

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

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

Certificates shall be delivered to the holders thereof in physical form.

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

in minimum dollar denominations as indicated above (by Certificate

Principal Balance or Notional Amount, as applicable) and integral

multiples of $1 (or $1,000 in the case of the Class B-1, Class B-2 and

Class B-3 Certificates) in excess thereof, except that one Certificate

of any of the Class B-1, Class B-2 and Class B-3 Certificates that

contain an uneven multiple of $1,000 shall be issued in a denomination

equal to the sum of the related minimum denomination set forth above and

such uneven multiple for such Class or the sum of such denomination and

an integral multiple of $1,000.

(3) The initial Pass-Through Rate on the Class A-V Certificates is 0.2550%.

(4) 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%.

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

Date of $412,859,719.45

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

the Master Servicer and the Trustee agree as follows:

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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.

Accretion Termination Date: The earlier of (a) the Distribution Date on

which the aggregate Certificate Principal Balance of the Class A-1, Class A-2

and Class A-7 Certificates is reduced to zero and (b) the Credit Support

Depletion Date.

Accrual Certificates: The Class A-3 and Class A-4 Certificates.

Accrual Distribution Amount: With respect to any Distribution Date prior

to the Accretion Termination Date, an amount equal to the aggregate amount of

Accrued Certificate Interest on each of the Class A-3 and Class A-4 Certificates

that is added to the Certificate Principal Balance of the Class A-3 and Class

A-4 Certificates, respectively, on such Distribution Date pursuant to Section

4.02(h).

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

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

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

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

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

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

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

close of business on the Business Day immediately preceding the most

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

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

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

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

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

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

principal balance of all the Mortgage Loans in the Mortgage Pool

as of the Relevant Anniversary (other than Additional Collateral

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

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

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

to the largest difference in the related Monthly Payment for any

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

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

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

Net Mortgage Rate thereof was equal to the weighted average

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

Relevant Anniversary) of the Net Mortgage Rates of all Mortgage

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

number equal to the weighted average remaining term to maturity,

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

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

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

remaining in the Mortgage Pool divided by the total number of

Outstanding Mortgage Loans in the Mortgage Pool as of the

Relevant Anniversary, and (ii) $100,000,

<PAGE>

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.

Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a

day on which banking institutions in the State of New York, the State of

Michigan, the State of California, the State of Illinois, the State of Iowa or

the City of St. Paul, Minnesota (and such other state or states in which the

Custodial Account or the Certificate Account are at the time located) are

required or authorized by law or executive order to be closed.

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

Certificate Account: The separate account or accounts created and

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

entitled "U.S. Bank National Association, as trustee, in trust for the

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

Pass-Through Certificates, Series 2005-S6" and which must be an Eligible

Account.

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

Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-P or Class A-V

Certificates, executed by the Trustee and authenticated by the Certificate

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

Class A-3 Optimal Percentage: As to any Distribution Date on or after

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

numerator of which is the Certificate Principal Balance of the Class A-3

Certificates immediately prior to that Distribution Date and the denominator of

which is the aggregate Certificate Principal Balance of the Senior Certificates

(other than the Class A-P Certificates) immediately prior to that Distribution

Date.

Class A-3 Optimal Principal Distribution Amount: As to any Distribution

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

product of (a) the then applicable Class A-3 Optimal Percentage and (b) the

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

Distribution Amount.

Class A-5 Optimal Percentage: As to any Distribution Date on or after

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

numerator of which is the Certificate Principal Balance of the Class A-5

Certificates immediately prior to that Distribution Date and the denominator of

which is the aggregate Certificate Principal Balance of the Senior Certificates

(other than the Class A-P Certificates) immediately prior to that distribution

date.

<PAGE>

Class A-5 Optimal Principal Distribution Amount: As to any Distribution

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

product of (a) the then applicable Class A-5 Optimal Percentage and (b) the

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

Distribution Amount.

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: August 30, 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 U.S. Bank National Association, U.S. Bank Corporate

Trust Services, 100 Wall Street, 16th Floor, New York, New York 10005,

Attention: Residential Funding Corporation Series 2005-S6.

Cut-off Date: August 1, 2005.

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

Business Day prior to such Distribution Date.

Discount Net Mortgage Rate: 5.25% per annum.

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

Loan, the calendar month of such Distribution Date.

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

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

aggregate amount of Accrued Certificate Interest on the Senior Certificates,

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

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

Principal Distribution Amount (determined without regard to Section

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

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

Certificates.

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

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

Date, an amount equal to 1.00% of the aggregate outstanding principal balance of

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

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

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

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

Cut-off Date, an amount equal to 0.66% of the aggregate outstanding principal

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

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

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

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

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

<PAGE>

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

(b) 0.33% of the aggregate outstanding principal balance of all of the Mortgage

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

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

Classes of Certificates in accordance with Section 4.05 of this Series

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

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

Fraud Loss Amount shall be zero.

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

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

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

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

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

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

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

written confirmation to the Trustee.

Initial Monthly Payment Fund: $91,197 representing scheduled principal

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

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

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

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

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

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

Principal Balance of the Mortgage Loans corresponding to the Uncertificated

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

date.

Initial Subordinate Class Percentage: With respect to each Class of

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

Certificate Principal Balance of such Class of Subordinate Certificates divided

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

Cut-off Date as follows:

Class M-1: 1.65% Class B-1: 0.20%

Class M-2: 0.55% Class B-2: 0.15%

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

Interest Accrual Period: With respect to any Certificates and any

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

Distribution Date occurs.

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

Interest Only Certificates will have no Certificate Principal Balance.

Lockout Amount: With respect to any Distribution Date, an amount equal

to the product of (i) the Lockout Percentage for that Distribution Date, (ii) a

fraction, the numerator of which is the aggregate Certificate Principal Balance

of the Lockout Certificates and the denominator of which is the aggregate

Certificate Principal Balance of all Classes of the Class A Certificates (other

than the Class A-P, Class A-V and Class A-8 Certificates)) and (iii)

<PAGE>

75.002187855% the aggregate of the collections described in clauses (A), (B),

(C), (D) and (E) (net of amounts set forth in clause (F)) of Section

4.02(a)(ii)(Y); provided, however, that if the amount described in clause (iii)

as of any Distribution Date is more than the amount available for distribution

pursuant to Section 4.02(b)(iii)(b)(2) on that Distribution Date, the Lockout

Amount shall be reduced by an amount equal to the product of such difference and

the fraction described in clause (ii) above.

Lockout Certificates: The Class A-5 and Class A-6 Certificates.

Lockout Percentage: For any Distribution Date occurring prior to the

Distribution Date in September 2010, 0%. For any Distribution Date occurring

after the first five years following the Closing Date, a percentage determined

as follows: (i) for any Distribution Date during the sixth year after the

Closing Date, 30%; (ii) for any Distribution Date during the seventh year after

the Closing Date, 40%; (iii) for any Distribution Date during the eighth year

after the Closing Date, 60%; (iv) for any Distribution Date during the ninth

year after the Closing Date, 80%; and (v) for any Distribution Date thereafter,

100%.

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

2035, the Distribution Date immediately following the latest scheduled maturity

date of any Mortgage Loan.

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

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

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

following information as to each Mortgage Loan:

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

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

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

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

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

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

interest ("ORIGINAL P & I");

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

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

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

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

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

indicating that the Mortgage Loan is secured by a second or

vacation residence; and

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

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

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

the information required.

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

Mortgage Loans.

<PAGE>

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

A-V Certificates, an amount equal to the aggregate Stated Principal Balance of

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

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

the Cut-off Date). For federal income tax purposes, as of any Distribution Date,

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

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

corresponding to the Uncertificated Class A-V REMIC Regular Interests

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

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

close of business on the Cut-off Date).

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

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

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

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

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

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

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

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

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

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

close of business on the Cut-Off Date). With respect to the Class A-V

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

to 0.2550% per annum. With respect to any Subclass of Class A-V Certificates and

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

percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the

Uncertificated Class A-V REMIC Regular Interests represented by such Subclass as

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

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

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

Distribution Date, at the close of business on the Cut-Off Date). The Principal

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

Certificate Interest.

Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate

equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)

the Discount Net Mortgage Rate (but not less than 0.00%) per annum.

Prepayment Assumption: A prepayment assumption of 300% of the prepayment

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

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

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

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

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

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

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

the life of the mortgage loans.

Prepayment Distribution Percentage: With respect to any Distribution

Date and each Class of Subordinate Certificates, under the applicable

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

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

September 2010 (unless the Certificate Principal Balances of the

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

been reduced to zero), 0%.

<PAGE>

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

apply, and on which any Class of Subordinate Certificates is

outstanding with a Certificate Principal Balance greater than

zero:

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

then outstanding with the Highest Priority and each other Class

of Subordinate Certificates for which the related Prepayment

Distribution Trigger has been satisfied, a fraction, expressed as

a percentage, the numerator of which is the Certificate Principal

Balance of such Class immediately prior to such date and the

denominator of which is the sum of the Certificate Principal

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

Subordinate Certificates then outstanding with the Highest

Priority and (2) all other Classes of Subordinate Certificates

for which the respective Prepayment Distribution Triggers have

been satisfied; and

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

Certificates for which the Prepayment Distribution Triggers have

not been satisfied, 0%; and

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

foregoing percentages on any Distribution Date as provided in

Section 4.02 of this Series Supplement (determined without regard

to the proviso to the definition of "Subordinate Principal

Distribution Amount") would result in a distribution in respect

of principal of any Class or Classes of Subordinate Certificates

in an amount greater than the remaining Certificate Principal

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

the Prepayment Distribution Percentage of each Maturing Class

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

above, would exactly reduce the Certificate Principal Balance of

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

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

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

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

Principal Balance of each Maturing Class had been reduced to zero

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

Distribution Percentages of the Maturing Class or Classes

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

aggregate percentage, shall be allocated among the Non-Maturing

Classes in proportion to their respective Recalculated

Percentages (the portion of such aggregate reduction so allocated

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

for purposes of such Distribution Date, the Prepayment

Distribution Percentage of each Non-Maturing Class shall be equal

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

calculated in accordance with the provisions in paragraph (ii)

above as if the Certificate Principal Balance of each Maturing

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

Adjustment Percentage.

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

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

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

preceding the month in which the related Distribution Date occurs.

<PAGE>

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

legislation or regulations as in effect from time to time.

Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor

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

Residential Funding: Residential Funding Corporation.

Scheduled Final Distribution Date: August 25, 2035.

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

Certificates, executed by the Trustee and authenticated by the Certificate

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

and Exhibit D, respectively.

Senior Interest Distribution Amount: As defined in Section 4.02(a)(i).

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

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

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

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

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

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

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

Date.

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

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

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

4.02(a)(i), Section 4.02(a)(ii)(X) (or, on or after the Credit Support Depletion

Date, the amount required to be distributed to the Class A-P Certificateholders

pursuant to Section 4.02(c)) and Section 4.02(b)(ii) and (b) the sum of the

amounts required to be distributed to the Senior Certificateholders on such

Distribution Date pursuant to Section 4.02(a)(ii)(Y).

Senior Support Certificates: The Class A-4 and Class A-6 Certificates.

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

$4,128,597 minus the sum of (i) the aggregate amount of Special Hazard Losses

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

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

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

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

amount calculated in accordance with the preceding sentence (without giving

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

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

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

principal balance on the Distribution Date immediately preceding such

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

balance of all Mortgage Loans on the Distribution Date immediately preceding

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

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

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

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

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

Mortgage Loans on the Distribution Date immediately preceding such anniversary

<PAGE>

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

outstanding principal balance (as of the immediately preceding Distribution

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

the State of California divided by the aggregate outstanding principal balance

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

Loans, expressed as a percentage, and the denominator of which is equal to 24.4%

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

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

aggregate outstanding principal balance (as of the immediately preceding

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

located in the State of California.

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

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

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

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

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

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

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

written confirmation to the Trustee.

Subordinate Principal Distribution Amount: With respect to any

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

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

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

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

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

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

Certificate Principal Balance of each Class of Subordinate Certificates then

outstanding, of the principal collections described in Section

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

Senior Accelerated Distribution Percentage) to the extent such collections are

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

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

Principal Prepayments in Full received in the related Prepayment Period and

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

Discount Fraction of such Principal Prepayments in Full and Curtailments with

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

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

the Highest Priority, any Excess Subordinate Principal Amount for such

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

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

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

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

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

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

Capitalization Reimbursement Amount for such Distribution Date, other than the

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

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

Subordinate Principal Distribution Amount for such Class of Subordinate

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

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

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

reductions for the Capitalization Reimbursement Amount.

Trust Fund: The segregated pool of assets consisting of:

<PAGE>

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

securing such Mortgage Loans,

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

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

the month of the Cut-off Date) as shall be on deposit in the

Custodial Account or in the Certificate Account and identified as

belonging to the Trust Fund but not including amounts on deposit

in the Initial Monthly Payment Fund,

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

for the benefit of the Certificateholders by foreclosure or deed

in lieu of foreclosure,

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

any,

(vii) the Initial Monthly Payment Fund, and

(viii) all proceeds of clauses (i) through (vii) above.

Uncertificated Accrued Interest: With respect to each Distribution Date,

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

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

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

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

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

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

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

resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses

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

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

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

respect to each related Uncertificated REMIC Notional Amount and such

Distribution Date.

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

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

the related Mortgage Loan.

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

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

Pool Strip Rate with respect to the related Mortgage Loan.

Uncertificated Class A-V REMIC Regular Interest Distribution Amounts:

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

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

Distribution Date pursuant to Section 4.08(a).

Uncertificated Class A-V REMIC Regular Interests: The 776 uncertificated

partial undivided beneficial ownership interests in the Trust Fund, numbered

sequentially from 1 to 776, 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 the respective

Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan.

<PAGE>

Section 1.02 Use of Words and Phrases.

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

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

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

corresponding Articles, Sections and Subsections in the Pooling and Servicing

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

plural.

<PAGE>

ARTICLE II

ARTICLE II CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.

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

hereby assign to the Trustee without recourse all the right, title and interest

of the Company in and to the Mortgage Loans, including all interest and

principal received on or with respect to the Mortgage Loans after the Cut-off

Date (other than payments of principal and interest due on the Mortgage Loans in

the month of the Cut-off Date). The Company, the Master Servicer and the Trustee

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

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

Security Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as

defined in the New Mexico Home Loan Protection Act effective January 1, 2004,

(iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory

Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home

Loan" as defined in the Indiana Home Loan Practices Act effective as of January

1, 2005.

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

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

Section 2.03 Representations, Warranties and Covenants of the Master Servicer

and the Company.

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

see Section 2.03(a) of the Standard Terms.

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

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

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

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

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

Delinquent more than once in the 12-month period prior to the Cut-off

Date;

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

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

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

such information is furnished;

(iii) The Mortgage Loans are fully-amortizing (subject to interest only

periods, if applicable), fixed-rate mortgage loans with level Monthly

Payments due, with respect to a majority of the Mortgage Loans, on the

first day of each month and terms to maturity at origination or

modification of not more than 30 years;

(iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by

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

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

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

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

<PAGE>

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

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

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

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

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

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

whose claims-paying abilities are currently acceptable to each Rating

Agency;

(vi) No more than 1.6% of the Mortgage Loans by aggregate Cut-off Date

Principal Balance are secured by Mortgaged Properties located in any one

zip code area in the District of Columbia and no more than 1.3% of the

Mortgage Loans by aggregate Cut-off Date Principal Balance are secured

by Mortgaged Properties located in any one zip code area outside the

District of Columbia;

(vii) The improvements upon the Mortgaged Properties are insured against loss

by fire and other hazards as required by the Program Guide, including

flood insurance if required under the National Flood Insurance Act of

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

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

failure to do so, authorizes the holder of the Mortgage to obtain and

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

reimbursement therefor from the Mortgagor;

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

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

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

security interest (other than rights to servicing and related

compensation) and such assignment validly transfers ownership of the

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

encumbrance or security interest;

(ix) No more than 20.39% of the Mortgage Loans by aggregate Cut-off Date

Principal Balance were underwritten under a reduced loan documentation

program;

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

related Mortgage Loan that the Mortgaged Property would be

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

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

or a partnership;

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

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

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

1.860G-2(a)(1);

(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;

<PAGE>

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

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

Mortgage Loan program (through which no new or updated appraisals of

Mortgaged Properties are obtained in connection with the refinancing

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

of the related Mortgaged Property as of the date the Mortgage Loan was

originated was not less than the appraised value of such property at the

time of origination of the refinanced Mortgage Loan or (b) the

Loan-to-Value Ratio of the Mortgage Loan as of the date of origination

of the Mortgage Loan generally meets the Company's underwriting

guidelines;

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

year consisting of twelve 30-day months;

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

Destroyed Mortgage Note; and

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

Collateral Loans.

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

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

the Trustee or any Custodian.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

is continuing shall constitute the sole remedy respecting such breach available

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

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

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

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

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

<PAGE>

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

Standard Terms)

Section 2.05 Execution and Authentication of Certificates.

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

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

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

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

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

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

executed and caused to be authenticated and delivered to or upon the order of

the Company the Certificates in authorized denominations which evidence

ownership of the entire Trust Fund.

Section 2.06 Purposes and Powers of the Trust. (See Section 2.08 of the Standard

Terms).

Section 2.07 Agreement Regarding Ability to Disclose.

The Company, the Master Servicer and the Trustee hereby agree,

notwithstanding any other express or implied agreement to the contrary, that any

and all Persons, and any of their respective employees, representatives, and

other agents may disclose, immediately upon commencement of discussions, to any

and all Persons, without limitation of any kind, the tax treatment and tax

structure of the transaction and all materials of any kind (including opinions

or other tax analyses) that are provided to any of them relating to such tax

treatment and tax structure. For purposes of this paragraph, the terms "tax

treatment" and "tax structure" are defined under Treasury Regulation ss.

1.6011-4(c).

<PAGE>

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

Section 3.01 Master Servicer to Act as Servicer.

(a) The Master Servicer shall service and administer the Mortgage Loans in

accordance with the terms of this Agreement and the respective Mortgage Loans,

following such procedures as it would employ in its good faith business judgment

and which are normal and usual in its general mortgage servicing activities, and

in the case of the Mortgage Loans being subserviced by Wells Fargo, such

procedures that comply with applicable federal, state and local law and that are

in accordance with accepted mortgage servicing practices of prudent mortgage

lending institutions which service loans of the same type as the Mortgage Loans

in the jurisdiction in which the related Mortgaged Property is located, and

shall have full power and authority, acting alone or through Subservicers as

provided in Section 3.02, to do any and all things which it may deem necessary

or desirable in connection with such servicing and administration. Without

limiting the generality of the foregoing, the Master Servicer in its own name or

in the name of a Subservicer is hereby authorized and empowered by the Trustee

when the Master Servicer or the Subservicer, as the case may be, believes it

appropriate in its best judgment, to execute and deliver, on behalf of the

Certificateholders and the Trustee or any of them, any and all instruments of

satisfaction or cancellation, or of partial or full release or discharge, or of

consent to assumption or modification in connection with a proposed conveyance,

or of assignment of any Mortgage and Mortgage Note in connection with the

repurchase of a Mortgage Loan and all other comparable instruments, or with

respect to the modification or re-recording of a Mortgage for the purpose of

correcting the Mortgage, the subordination of the lien of the Mortgage in favor

of a public utility company or government agency or unit with powers of eminent

domain, the taking of a deed in lieu of foreclosure, the commencement,

prosecution or completion of judicial or non-judicial foreclosure, the

conveyance of a Mortgaged Property to the related Insurer, the acquisition of

any property acquired by foreclosure or deed in lieu of foreclosure, or the

management, marketing and conveyance of any property acquired by foreclosure or

deed in lieu of foreclosure with respect to the Mortgage Loans and with respect

to the Mortgaged Properties. The Master Servicer further is authorized and

empowered by the Trustee, on behalf of the Certificateholders and the Trustee,

in its own name or in the name of the Subservicer, when the Master Servicer or

the Subservicer, as the case may be, believes it is appropriate in its best

judgment to register any Mortgage Loan on the MERS(R) System, or cause the

removal from the registration of any Mortgage Loan on the MERS(R) System, to

execute and deliver, on behalf of the Trustee and the Certificateholders or any

of them, any and all instruments of assignment and other comparable instruments

with respect to such assignment or re-recording of a Mortgage in the name of

MERS, solely as nominee for the Trustee and its successors and assigns. Any

expenses incurred in connection with the actions described in the preceding

sentence shall be borne by the Master Servicer in accordance with Section

3.16(c), with no right of reimbursement; provided, that if, as a result of MERS

discontinuing or becoming unable to continue operations in connection with the

MERS System, it becomes necessary to remove any Mortgage Loan from registration

on the MERS System and to arrange for the assignment of the related Mortgages to

the Trustee, then any related expenses shall be reimbursable to the Master

Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master

Servicer shall not permit any modification with respect to any Mortgage Loan

that would both constitute a sale or exchange of such Mortgage Loan within the

meaning of Section 1001 of the Code and any proposed, temporary or final

regulations promulgated thereunder (other than in connection with a proposed

<PAGE>

conveyance or assumption of such Mortgage Loan that is treated as a Principal

Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC

formed under the Series Supplement to fail to qualify as a REMIC under the Code.

The Trustee shall furnish the Master Servicer with any powers of attorney and

other documents necessary or appropriate to enable the Master Servicer to

service and administer the Mortgage Loans. The Trustee shall not be liable for

any action taken by the Master Servicer or any Subservicer pursuant to such

powers of attorney. In servicing and administering any Nonsubserviced Mortgage

Loan, the Master Servicer shall, to the extent not inconsistent with this

Agreement, comply with the Program Guide as if it were the originator of such

Mortgage Loan and had retained the servicing rights and obligations in respect

thereof. In connection with servicing and administering the Mortgage Loans, the

Master Servicer and any Affiliate of the Master Servicer (i) may perform

services such as appraisals and brokerage services that are not customarily

provided by servicers of mortgage loans, and shall be entitled to reasonable

compensation therefor in accordance with Section 3.10 and (ii) may, at its own

discretion and on behalf of the Trustee, obtain credit information in the form

of a "credit score" from a credit repository.

(b) (See Section 3.01(b) - (c) of the Standard Terms)

Section 3.02 Subservicing Agreements Between Master Servicer and

Subservicers; Enforcement of Subservicers' and Sellers'

Obligations.

(a) The Master Servicer may continue in effect Subservicing Agreements entered

into by Residential Funding and Subservicers prior to the execution and delivery

of this Agreement, and may enter into new Subservicing Agreements with

Subservicers, for the servicing and administration of all or some of the

Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts

of which are insured by the FDIC or (ii) another entity that engages in the

business of originating or servicing mortgage loans, and in either case shall be

authorized to transact business in the state or states in which the related

Mortgaged Properties it is to service are situated, if and to the extent

required by applicable law to enable the Subservicer to perform its obligations

hereunder and under the Subservicing Agreement, and in either case shall be a

Freddie Mac, Fannie Mae or HUD approved mortgage servicer. In addition, any

Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved

servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a

VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to

receive and retain, as provided in the related Subservicing Agreement and in

Section 3.07, the related Subservicing Fee from payments of interest received on

such Mortgage Loan after payment of all amounts required to be remitted to the

Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is

a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive

and retain an amount equal to the Subservicing Fee from payments of interest.

Unless the context otherwise requires, references in this Agreement to actions

taken or to be taken by the Master Servicer in servicing the Mortgage Loans

include actions taken or to be taken by a Subservicer on behalf of the Master

Servicer. Each Subservicing Agreement will be upon such terms and conditions as

are generally required by, permitted by or consistent with the Program Guide and

are not inconsistent with this Agreement and as the Master Servicer and the

<PAGE>

Subservicer have agreed; provided that, the Subservicing Agreement between the

Master Servicer and Wells Fargo will be upon such terms and conditions as are

consistent with this Agreement and as the Master Servicer and the Subservicer

have agreed, which may not be consistent with the Program Guide. With the

approval of the Master Servicer, a Subservicer may delegate its servicing

obligations to third-party servicers, but such Subservicer will remain obligated

under the related Subservicing Agreement. The Master Servicer and a Subservicer

may enter into amendments thereto or a different form of Subservicing Agreement,

and the form referred to or included in the Program Guide is merely provided for

information and shall not be deemed to limit in any respect the discretion of

the Master Servicer to modify or enter into different Subservicing Agreements;

provided, however, that any such amendments or different forms shall be

consistent with and not violate the provisions of either this Agreement or the

Program Guide in a manner which would materially and adversely affect the

interests of the Certificateholders. The Program Guide and any other

Subservicing Agreement entered into between the Master Servicer and any

Subservicer shall require the Subservicer to accurately and fully report its

borrower credit files to each of the Credit Repositories in a timely manner.

(b) (See Section 3.02(b) of the Standard Terms)

Section 3.03 Successor Subservicers. (See Section 3.03 of the Standard Terms)

Section 3.04 Liability of the Master Servicer. (See Section 3.04 of the Standard

Terms)

Section 3.05 No Contractual Relationship Between Subservicer and Trustee or

Certificateholders. (See Section 3.05 of the Standard Terms)

Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.

(See Section 3.06 of the Standard Terms)

Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial

Account. (See Section 3.07 of the Standard Terms)

Section 3.08 Subservicing Accounts; Servicing Accounts.

(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to

a Subservicing Agreement, the Master Servicer shall cause the Subservicer,

pursuant to the Subservicing Agreement, to establish and maintain one or more

Subservicing Accounts which shall be an Eligible Account or, if such account is

not an Eligible Account, shall generally satisfy the requirements of the Program

Guide and be otherwise acceptable to the Master Servicer and each Rating Agency.

The Subservicer will be required thereby to deposit into the Subservicing

Account on a daily basis, or with respect to the Mortgage Loans subserviced by

Wells Fargo, within two (2) Business Days of receipt, all proceeds of Mortgage

Loans received by the Subservicer, less its Subservicing Fees and unreimbursed

advances and expenses, to the extent permitted by the Subservicing Agreement. If

the Subservicing Account is not an Eligible Account, the Master Servicer shall

be deemed to have received such monies upon receipt thereof by the Subservicer.

The Subservicer shall not be required to deposit in the Subservicing Account

payments or collections in the nature of prepayment charges or late charges or

assumption fees. On or before the date specified in the Program Guide, but in no

event later than the Determination Date, the Master Servicer shall cause the

Subservicer, pursuant to the Subservicing Agreement, to remit to the Master

<PAGE>

Servicer for deposit in the Custodial Account all funds held in the Subservicing

Account with respect to each Mortgage Loan serviced by such Subservicer that are

required to be remitted to the Master Servicer. The Subservicer will also be

required, pursuant to the Subservicing Agreement, to advance on such scheduled

date of remittance amounts equal to any scheduled monthly installments of

principal and interest less its Subservicing Fees on any Mortgage Loans for

which payment was not received by the Subservicer. This obligation to advance

with respect to each Mortgage Loan will continue up to and including the first

of the month following the date on which the related Mortgaged Property is sold

at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of

foreclosure or otherwise. All such advances received by the Master Servicer

shall be deposited promptly by it in the Custodial Account.

(b) (See Section 3.08(b) - (d) of the Standard Terms)

Section 3.09 Access to Certain Documentation and Information Regarding the

Mortgage Loans. (See Section 3.09 of the Standard Terms)

Section 3.10 Permitted Withdrawals from the Custodial Account.

(a) The Master Servicer may, from time to time as provided herein, make

withdrawals from the Custodial Account of amounts on deposit therein pursuant to

Section 3.07 that are attributable to the Mortgage Loans for the following

purposes:

(i) to make deposits into the Certificate Account in the amounts and in the

manner provided for in Section 4.01;

(ii) to reimburse itself or the related Subservicer for previously

unreimbursed Advances, Servicing Advances or other expenses made

pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04

or otherwise reimbursable pursuant to the terms of this Agreement, such

withdrawal right being limited to amounts received on the related

Mortgage Loans (including, for this purpose, REO Proceeds, Insurance

Proceeds, Liquidation Proceeds and proceeds from the purchase of a

Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01) which

represent (A) Late Collections of Monthly Payments for which any such

advance was made in the case of Subservicer Advances or Advances

pursuant to Section 4.04 and (B) recoveries of amounts in respect of

which such advances were made in the case of Servicing Advances;

(iii) to pay to itself or the related Subservicer (if not previously retained

by such Subservicer) out of each payment received by the Master Servicer

on account of interest on a Mortgage Loan as contemplated by Sections

3.14 and 3.16, an amount equal to that remaining portion of any such

payment as to interest (but not in excess of the Servicing Fee and the

Subservicing Fee, if not previously retained) which, when deducted, will

result in the remaining amount of such interest being interest at the

Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a

Modified Mortgage Loan) on the amount specified in the amortization

schedule of the related Mortgage Loan as the principal balance thereof

at the beginning of the period respecting which such interest was paid

after giving effect to any previous Curtailments;

(iv) to pay to itself as additional servicing compensation any interest or

investment income earned on funds and other property deposited in or

credited to the Custodial Account that it is entitled to withdraw

pursuant to Section 3.07(c);

<PAGE>

(v) to pay to itself as additional servicing compensation any Foreclosure

Profits, any amounts remitted by Subservicers as interest in respect of

Curtailments pursuant to Section 3.08(b), and any amounts paid by a

Mortgagor in connection with a Principal Prepayment in Full in respect

of interest for any period during the calendar month in which such

Principal Prepayment in Full is to be distributed to the

Certificateholders;

(vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the

Company or any other appropriate Person, as the case may be, with

respect to each Mortgage Loan or property acquired in respect thereof

that has been purchased or otherwise transferred pursuant to Section

2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not

required to be distributed to the Certificateholders as of the date on

which the related Stated Principal Balance or Purchase Price is

determined;

(vii) to reimburse itself or the related Subservicer for any Nonrecoverable

Advance or Advances in the manner and to the extent provided in

subsection (c) below, and any Advance or Servicing Advance made in

connection with a modified Mortgage Loan that is in default or, in the

judgment of the Master Servicer, default is reasonably foreseeable

pursuant to Section 3.07(a), to the extent the amount of the Advance or

Servicing Advance was added to the Stated Principal Balance of the

Mortgage Loan in a prior calendar month, or any Advance reimbursable to

the Master Servicer pursuant to Section 4.02(a);

(viii) to reimburse itself or the Company for expenses incurred by and

reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11,

3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with

enforcing, in accordance with this Agreement, any repurchase,

substitution or indemnification obligation of any Seller (other than an

Affiliate of the Company) pursuant to the related Seller's Agreement;

(ix) to reimburse itself for Servicing Advances expended by it (a) pursuant

to Section 3.14 in good faith in connection with the restoration of

property damaged by an Uninsured Cause, and (b) in connection with the

liquidation of a Mortgage Loan or disposition of an REO Property to the

extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;

and

(x) to withdraw any amount deposited in the Custodial Account that was not

required to be deposited therein pursuant to Section 3.07.

(xi) to reimburse or pay any Subservicer any such amounts as are due thereto

under the applicable Subservicing Agreement and have not been retained

by or paid to the Subservicer, to the extent provided in the related

Subservicing Agreement.

(b) (See Section 3.10(b) - (c) of the Standard Terms)

<PAGE>

Section 3.11 Maintenance of the Primary Insurance Policies; Collections

Thereunder. (See Section 3.11 of the Standard Terms)

Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.

(See Section 3.12 of the Standard Terms)

Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification

Agreements; Certain Assignments. (See Section 3.13 of the Standard

Terms)

Section 3.14 Realization Upon Defaulted Mortgage Loans.

(a) The Master Servicer shall foreclose upon or otherwise comparably convert

(which may include an REO Acquisition) the ownership of properties securing such

of the Mortgage Loans as come into and continue in default and as to which no

satisfactory arrangements can be made for collection of delinquent payments

pursuant to Section 3.07. Alternatively, the Master Servicer may take other

actions in respect of a defaulted Mortgage Loan, which may include (i) accepting

a short sale (a payoff of the Mortgage Loan for an amount less than the total

amount contractually owed in order to facilitate a sale of the Mortgaged

Property by the Mortgagor) or permitting a short refinancing (a payoff of the

Mortgage Loan for an amount less than the total amount contractually owed in

order to facilitate refinancing transactions by the Mortgagor not involving a

sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii)

agreeing to a modification in accordance with Section 3.07. In connection with

such foreclosure or other conversion or action, the Master Servicer shall,

consistent with Section 3.11, follow such practices and procedures as it shall

deem necessary or advisable, as shall be normal and usual in its general

mortgage servicing activities and as shall be required or permitted by the

Program Guide, as applicable; provided that the Master Servicer shall not be

liable in any respect hereunder if the Master Servicer is acting in connection

with any such foreclosure or other conversion in a manner that is consistent

with the provisions of this Agreement. The Master Servicer, however, shall not

be required to expend its own funds or incur other reimbursable charges in

connection with any foreclosure, or attempted foreclosure which is not

completed, or towards the restoration of any property unless it shall determine

(i) that such restoration and/or foreclosure will increase the proceeds of

liquidation of the Mortgage Loan to Holders of Certificates of one or more

Classes after reimbursement to itself for such expenses or charges and (ii) that

such expenses or charges will be recoverable to it through Liquidation Proceeds,

Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for

purposes of withdrawals from the Custodial Account pursuant to Section 3.10,

whether or not such expenses and charges are actually recoverable from related

Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such

a determination by the Master Servicer pursuant to this Section 3.14(a), the

Master Servicer shall be entitled to reimbursement of such amounts pursuant to

Section 3.10.

In addition to the foregoing, the Master Servicer shall use its best

reasonable efforts to realize upon any Additional Collateral for such of the

Additional Collateral Loans as come into and continue in default and as to which

no satisfactory arrangements can be made for collection of delinquent payments

pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf

of the Trustee, obtain title to any such Additional Collateral as a result of or

in lieu of the disposition thereof or otherwise; and provided further that (i)

the Master Servicer shall not proceed with respect to such Additional Collateral

in any manner that would impair the ability to recover against the related

Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO

Acquisition in a manner that preserves the ability to apply the proceeds of such

Additional Collateral against amounts owed under the defaulted Mortgage Loan.

<PAGE>

Any proceeds realized from such Additional Collateral (other than amounts to be

released to the Mortgagor or the related guarantor in accordance with procedures

that the Master Servicer would follow in servicing loans held for its own

account, subject to the terms and conditions of the related Mortgage and

Mortgage Note and to the terms and conditions of any security agreement,

guarantee agreement, mortgage or other agreement governing the disposition of

the proceeds of such Additional Collateral) shall be deposited in the Custodial

Account, subject to withdrawal pursuant to Section 3.10. Any other payment

received by the Master Servicer in respect of such Additional Collateral shall

be deposited in the Custodial Account subject to withdrawal pursuant to Section

3.10.

For so long as the Master Servicer is the Master Servicer under the

Credit Support Pledge Agreement and any of the Mortgage Loans are Pledged Asset

Loans, the Master Servicer shall perform its obligations under the Credit

Support Pledge Agreement in accordance with such Agreement and in a manner that

is in the best interests of the Certificateholders. Further, the Master Servicer

shall use its best reasonable efforts to realize upon any Pledged Assets for

such of the Pledged Asset Loans as come into and continue in default and as to

which no satisfactory arrangements can be made for collection of delinquent

payments pursuant to Section 3.07; provided that the Master Servicer shall not,

on behalf of the Trustee, obtain title to any such Pledged Assets as a result of

or in lieu of the disposition thereof or otherwise; and provided further that

(i) the Master Servicer shall not proceed with respect to such Pledged Assets in

any manner that would impair the ability to recover against the related

Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO

Acquisition in a manner that preserves the ability to apply the proceeds of such

Pledged Assets against amounts owed under the defaulted Mortgage Loan. Any

proceeds realized from such Pledged Assets (other than amounts to be released to

the Mortgagor or the related guarantor in accordance with procedures that the

Master Servicer would follow in servicing loans held for its own account,

subject to the terms and conditions of the related Mortgage and Mortgage Note

and to the terms and conditions of any security agreement, guarantee agreement,

mortgage or other agreement governing the disposition of the proceeds of such

Pledged Assets) shall be deposited in the Custodial Account, subject to

withdrawal pursuant to Section 3.10. Any other payment received by the Master

Servicer in respect of such Pledged Assets shall be deposited in the Custodial

Account subject to withdrawal pursuant to Section 3.10.

Concurrently with the foregoing, the Master Servicer may pursue any

remedies that may be available in connection with a breach of a representation

and warranty with respect to any such Mortgage Loan in accordance with Sections

2.03 and 2.04. However, the Master Servicer is not required to continue to

pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans

and remedies in connection with a breach of a representation and warranty if the

Master Servicer determines in its reasonable discretion that one such remedy is

more likely to result in a greater recovery as to the Mortgage Loan. Upon the

occurrence of a Cash Liquidation or REO Disposition, following the deposit in

the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other

payments and recoveries referred to in the definition of "Cash Liquidation" or

"REO Disposition," as applicable, upon receipt by the Trustee of written

<PAGE>

notification of such deposit signed by a Servicing Officer, the Trustee or any

Custodian, as the case may be, shall release to the Master Servicer the related

Mortgage File and the Trustee shall execute and deliver such instruments of

transfer or assignment prepared by the Master Servicer, in each case without

recourse, as shall be necessary to vest in the Master Servicer or its designee,

as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan

shall not be part of the Trust Fund. Notwithstanding the foregoing or any other

provision of this Agreement, in the Master Servicer's sole discretion with

respect to any defaulted Mortgage Loan or REO Property as to either of the

following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to

have occurred if substantially all amounts expected by the Master Servicer to be

received in connection with the related defaulted Mortgage Loan or REO Property

have been received, and (ii) for purposes of determining the amount of any

Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled

collections or the amount of any Realized Loss, the Master Servicer may take

into account minimal amounts of additional receipts expected to be received or

any estimated additional liquidation expenses expected to be incurred in

connection with the related defaulted Mortgage Loan or REO Property.

(b) (See Section 3.14(b) - (c) of the Standard Terms)

(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or

repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well

as any recovery (other than Subsequent Recoveries) resulting from a collection

of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in

the following order of priority: first, to reimburse the Master Servicer or the

related Subservicer in accordance with Section 3.10(a)(ii) and, in the case of

Wells Fargo as a Subservicer, to reimburse such Subservicer for any Subservicing

Fees payable therefrom; second, to the Certificateholders to the extent of

accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed

Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the

case of a Modified Mortgage Loan), to the Due Date in the related Due Period

prior to the Distribution Date on which such amounts are to be distributed;

third, to the Certificateholders as a recovery of principal on the Mortgage Loan

(or REO Property) (provided that if any such Class of Certificates to which such

Realized Loss was allocated is no longer outstanding, such subsequent recovery

shall be distributed to the persons who were the Holders of such Class of

Certificates when it was retired); fourth, to all Servicing Fees and

Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer

shall have no claims for any deficiencies with respect to such fees which result

from the foregoing allocation); and fifth, to Foreclosure Profits.

(e) (See Section 3.14(e) of the Standard Terms)

<PAGE>

Section 3.15 Trustee to Cooperate; Release of Mortgage Files. (See Section 3.15

of the Standard Terms)

Section 3.16 Servicing and Other Compensation; Compensating Interest. (See

Section 3.16 of the Standard Terms)

Section 3.17 Reports to the Trustee and the Company.(See Section 3.17 of the

Standard Terms)

Section 3.18 Annual Statement as to Compliance. (See Section 3.18 of the

Standard Terms)

Section 3.19 Annual Independent Public Accountants' Servicing Report. (See

Section 3.19 of the Standard Terms)

Section 3.20 Rights of the Company in Respect of the Master Servicer. (See

Section 3.20 of the Standard Terms)

Section 3.21 Administration of Buydown Funds. (See Section 3.21 of the Standard

Terms)

Section 3.22 Advance Facility. (See Section 3.22 of the Standard Terms)

<PAGE>

ARTICLE IV

PAYMENTS TO

CERTIFICATEHOLDERS

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

Section 4.02 Distributions.

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

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

distribute (I) to the Master Servicer or a sub-servicer, in the case of

a distribution pursuant to Section 4.02(a)(iii) below, the amount

required to be distributed to the Master Servicer or a sub-servicer

pursuant to Section 4.02(a)(iii) below, and (II) to each

Certificateholder of record on the next preceding Record Date (other

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

either (1) in immediately available funds (by wire transfer or

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

entity having appropriate facilities therefor, if such Certificateholder

has so notified the Master Servicer or the Paying Agent, as the case may

be, or (2) if such Certificateholder has not so notified the Master

Servicer or the Paying Agent by the Record Date, by check mailed to such

Certificateholder at the address of such Holder appearing in the

Certificate Register, such Certificateholder's share (which share (A)

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

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

Percentage Interests represented by Certificates of the applicable Class

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

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

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

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

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

Available Distribution Amount:

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

Certificates and, prior to the Accretion Termination Date, the Accrual

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

payable on such Certificates with respect to such Distribution Date, Accrued

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

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

Accrued Certificate Interest thereon remaining unpaid from any previous

Distribution Date except as provided in the last paragraph of this Section

4.02(a) (the "Senior Interest Distribution Amount"); and

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

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

(Y) to the Accretion Directed Certificates, the Accrual

Distribution Amount in the priority set forth in Section 4.02(b)(ii),

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

in the priorities and amounts set forth in Section Section 4.02(b)(iii),

the sum of the following (applied to reduce the Certificate Principal

Balances of such Senior Certificates, as applicable):

(A) the Senior Percentage for such Distribution Date times the sum of the

following:

<PAGE>

(1) the principal portion of each Monthly Payment due during the related

Due Period on each Outstanding Mortgage Loan (other than the related Discount

Fraction of the principal portion of such payment with respect to a Discount

Mortgage Loan), whether or not received on or prior to the related Determination

Date, minus the principal portion of any Debt Service Reduction (other than the

related Discount Fraction of the principal portion of such Debt Service

Reductions with respect to each Discount Mortgage Loan) which together with

other Bankruptcy Losses exceeds the Bankruptcy Amount;

(2) the Stated Principal Balance of any Mortgage Loan repurchased during

the preceding calendar month (or deemed to have been so repurchased in

accordance with Section 3.07(b) of the Standard Terms) pursuant to Sections

2.02, 2.04 or 4.07 of the Standard Terms and Section 2.03 of the Standard Terms

and this Series Supplement, and the amount of any shortfall deposited in the

Custodial Account in connection with the substitution of a Deleted Mortgage Loan

pursuant to Section 2.04 of the Standard Terms or Section 2.03 of the Standard

Terms and this Series Supplement, during the preceding calendar month (other

than the related Discount Fraction of such Stated Principal Balance or shortfall

with respect to each Discount Mortgage Loan); and

(3) the principal portion of all other unscheduled collections (other

than Principal Prepayments in Full and Curtailments and amounts received in

connection with a Cash Liquidation or REO Disposition of a Mortgage Loan

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

without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds)

including Subsequent Recoveries received during the preceding calendar month (or

deemed to have been so received in accordance with Section 3.07(b) of the

Standard Terms) to the extent applied by the Master Servicer as recoveries of

principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard

Terms (other than the related Discount Fraction of the principal portion of such

unscheduled collections, with respect to each Discount Mortgage Loan);

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

Disposition occurred during the preceding calendar month (or was deemed

to have occurred during such period in accordance with Section 3.07(b)

of the Standard Terms) and did not result in any Excess Special Hazard

Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary

Losses, an amount equal to the lesser of (a) the Senior Percentage for

such Distribution Date times the Stated Principal Balance of such

Mortgage Loan (other than the related Discount Fraction of such Stated

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

the Senior Accelerated Distribution Percentage for such Distribution

Date times the related unscheduled collections (including without

limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to

the extent applied by the Master Servicer as recoveries of principal of

the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms

(in each case other than the portion of such unscheduled collections,

with respect to a Discount Mortgage Loan, included in Section

4.02(b)(i)(C) of this Series Supplement);

<PAGE>

Date times the aggregate of all Principal Prepayments in Full received

in the related Prepayment Period and Curtailments received in the

preceding calendar month (other than the related Discount Fraction of

such Principal Prepayments in Full and Curtailments, with respect to

each Discount Mortgage Loan);

(D) any Excess Subordinate Principal Amount for such Distribution Date;

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

this Section 4.02(a), as determined for any previous Distribution Date,

which remain unpaid after application of amounts previously distributed

pursuant to this clause (E) to the extent that such amounts are not

attributable to Realized Losses which have been allocated to the

Subordinate Certificates; minus

(F) the Capitalization Reimbursement Amount for such Distribution Date,

other than the related Discount Fraction of any portion of that amount

related to each Discount Mortgage Loan, multiplied by a fraction, the

numerator of which is the Senior Principal Distribution Amount, without

giving effect to this clause (F), and the denominator of which is the

sum of the principal distribution amounts for all Classes of

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

effect to any reductions for the Capitalization Reimbursement Amount;

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

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

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

in reimbursement for any Advances or Sub-Servicer Advances previously

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

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

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

Advances that were made with respect to delinquencies that ultimately

constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess

Bankruptcy Losses or Extraordinary Losses;

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

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

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

Certificates;

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

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

Subordinate Principal Distribution Amount for such Class of Certificates

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

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, to the extent the amounts available

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

of this Series Supplement are insufficient therefor, applied in

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

Certificates;

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

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

Subordinate Principal Distribution Amount for such Class of Certificates

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

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, to the extent the amounts available

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

Series Supplement are insufficient therefor, applied in reduction of the

Certificate Principal Balance of the Class B-1 Certificates;

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

Interest thereon for such Distribution Date, plus any Accrued

Certificate Interest thereon remaining unpaid from any previous

Distribution Date, except as provided below;

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

Subordinate Principal Distribution Amount for such Class of Certificates

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

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, to the extent the amounts available

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

Supplement are insufficient therefor, applied in reduction of the

Certificate Principal Balance of the Class B-2 Certificates;

<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) of

this Series Supplement are insufficient therefor;

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

Subordinate Principal Distribution Amount for such Class of Certificates

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

Collection Shortfalls for such Distribution Date or remaining unpaid for

all previous Distribution Dates, applied in reduction of the Certificate

Principal Balance of the Class B-3 Certificates;

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

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

Distribution Amount remaining after the foregoing distributions, applied

to reduce the Certificate Principal Balances of such Senior

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

Certificate Principal Balances of each such Class of Senior

Certificates, and thereafter, to each Class of Subordinate Certificates

then outstanding beginning with such Class with the Highest Priority,

any portion of the Available Distribution Amount remaining after the

Senior Certificates have been retired, applied to reduce the Certificate

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

no event more than the outstanding Certificate Principal Balance of each

such Class of Subordinate Certificates;

(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 occurring prior to the Credit Support Depletion

Date will be made as follows:

<PAGE>

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

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

Principal Distribution Amount") equal to the aggregate of:

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

Payment on each Discount Mortgage Loan due during the related Due

Period, whether or not received on or prior to the related Determination

Date, minus the Discount Fraction of the principal portion of any

related Debt Service Reduction which together with other Bankruptcy

Losses exceeds the Bankruptcy Amount;

(B) the related Discount Fraction of the principal portion of all

unscheduled collections on each Discount Mortgage Loan received during

the preceding calendar month or, in the case of Principal Prepayments in

Full, during the related Prepayment Period (other than amounts received

in connection with a Cash Liquidation or REO Disposition of a Discount

Mortgage Loan described in clause (C) below), including Principal

Prepayments in Full, Curtailments, Subsequent Recoveries and repurchases

(including deemed repurchases under Section 3.07(b) of the Standard

Terms) of Discount Mortgage Loans (or, in the case of a substitution of

a Deleted Mortgage Loan, the Discount Fraction of the amount of any

shortfall deposited in the Custodial Account in connection with such

substitution);

Discount Mortgage Loan that did not result in any Excess Special

Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or

Extraordinary Losses, an amount equal to the lesser of (1) the

applicable Discount Fraction of the Stated Principal Balance of

such Discount Mortgage Loan immediately prior to such

Distribution Date and (2) the aggregate amount of the collections

on such Discount Mortgage Loan to the extent applied as

recoveries of principal;

(D) any amounts allocable to principal for any previous Distribution

Date (calculated pursuant to clauses (A) through (C) above) that

remain undistributed; and

(E) the amount of any Class A-P Collection Shortfalls for such

Distribution Date and the amount of any Class A-P Collection

Shortfalls remaining unpaid for all previous Distribution Dates,

but only to the extent of the Eligible Funds for such

Distribution Date; minus

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

Capitalization Reimbursement Amount for such Distribution Date,

if any, related to each Discount Mortgage Loan; and

(ii) the Accrual Distribution Amount shall be distributed (x)

first, to the Class A-2 Certificates in reduction of the Certificate

Principal Balance thereof, until the Certificate Principal Balance

thereof has been reduced to zero, and (y) second, to the Class A-1

Certificates and Class A-7 Certificates, on a pro rata basis in

accordance with their respective Certificate Principal Balances, until

the Certificate Principal Balances thereof have been reduced to zero;

(iii) the Senior Principal Distribution Amount shall be

distributed in the following order of priority:

<PAGE>

(a) to the Class R Certificates, until the Certificate

Principal Balance thereof has been reduced to zero;

(b) the balance of the Senior Principal Distribution Amount

remaining after the distribution, if any, described in Section

4.02(b)(iii)(a) shall be distributed concurrently as follows:

(1) 24.9978121445% of the amount available for

distribution pursuant to Section 4.02(b)(iii)(b) shall be

distributed to the Class A-8 Certificates, until the

Certificate Principal Balance thereof has been reduced to

zero;

(2) 75.0021878555% of the amount available for

distribution pursuant to Section 4.02(b)(iii)(b) shall be

distributed as follows:

(i) first, in an amount equal to the Lockout

Amount, to the Lockout Certificates, pro rata, in

accordance with their respective Certificate

Principal Balances, until the Certificate Principal

Balances thereof have been reduced to zero;

(ii) second, to the Class A-1 and Class A-7

Certificates, pro rata, in accordance with their

respective Certificate Principal Balances, until

the Certificate Principal Balances thereof have

been reduced to zero;

(iii) third, to the Class A-2 Certificates,

until the Certificate Principal Balance thereof has

been reduced to zero;

(iv) fourth, to the Class A-3 and Class A-4

Certificates, pro rata, in accordance with their

respective Certificate Principal Balances, until

the Certificate Principal Balances thereof have

been reduced to zero; and

(v) fifth, to the Lockout Certificates,

without regard to the Lockout Amount, pro rata in

accordance with their respective Certificate

Principal Balances, until the Certificate Principal

Balances thereof have been reduced to zero.

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

Series Supplement in respect of principal among the Senior Certificates (other

than the Class A-P Certificates) will be disregarded, and (i) an amount equal to

the Discount Fraction of the principal portion of scheduled payments and

unscheduled collections received or advanced in respect of the Discount Mortgage

Loans minus the Discount Fraction of the portion of the Capitalization

Reimbursement Amount for such Distribution Date will be distributed to the Class

A-P Certificates, (ii) the Senior Principal Distribution Amount will be

distributed to the remaining Senior Certificates (other than the Class A-P

Certificates) pro rata in accordance with their respective outstanding

Certificate Principal Balances and (iii) the amount set forth in Section

<PAGE>

4.02(a)(i) herein will be distributed as set forth therein; provided, however,

that (i) until reduction of the Certificate Principal Balance of the Class A-4

Certificates to zero, the aggregate amount distributable to the Class A-3

Certificates and Class A-4 Certificates in respect of the aggregate Accrued

Certificate Interest thereon and in respect of their aggregate pro rata portion

of the Senior Principal Distribution Amount will be distributed among the Class

A-3 and Class A-4 Certificates in the following priority: first, to the Class

A-3 Certificates, up to an amount equal to the Accrued Certificate Interest on

the Class A-3 Certificates; second, to the Class A-3 Certificates, up to an

amount equal to the Class A-3 Optimal Principal Distribution Amount, in

reduction of the Certificate Principal Balance thereof, until the Certificate

Principal Balance thereof has been reduced to zero; third, to the Class A-4

Certificates, up to an amount equal to the Accrued Certificate Interest thereon;

and fourth, to the Class A-4 Certificates, the remainder, until the Certificate

Principal Balance thereof has been reduced to zero and (ii) until reduction of

the Certificate Principal Balance of the Class A-6 Certificates to zero, the

aggregate amount distributable to the Class A-5 Certificates and Class A-6

Certificates in respect of the aggregate Accrued Certificate Interest thereon

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

Distribution Amount will be distributed among the Class A-5 and Class A-6

Certificates in the following priority: first, to the Class A-5 Certificates, up

to an amount equal to the Accrued Certificate Interest on the Class A-5

Certificates; second, to the Class A-5 Certificates, up to an amount equal to

the Class A-5 Optimal Principal Distribution Amount, in reduction of the

Certificate Principal Balance thereof, until the Certificate Principal Balance

thereof has been reduced to zero; third, to the Class A-6 Certificates, up to an

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

Class A-6 Certificates, the remainder, until the Certificate Principal Balance

thereof has been reduced to zero.

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

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

Credit Support Depletion Date, the Senior Certificates (other than the Class A-P

Certificates) will be entitled to no further distributions of principal thereon

and the Available Distribution Amount will be paid solely to the holders of the

Class A-P Certificates, Class A-V Certificates, Class M Certificates and Class B

Certificates, in each case as described herein.

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

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

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

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

such Subsequent Recoveries will be applied to increase the Certificate Principal

Balance of the Class of Subordinate Certificates with the Highest Priority to

which Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses,

Excess Special Hazard Losses and Extraordinary Losses, have been allocated, but

not by more than the amount of Realized Losses previously allocated to that

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

Subsequent Recoveries will be applied to increase the Certificate Principal

Balance of the Class of Certificates with the next Lower Priority, up to the

amount of such Realized Losses previously allocated to that Class of

Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will

in turn be applied to increase the Certificate Principal Balance of the Class of

Certificates with the next Lower Priority up to the amount of such Realized

Losses previously allocated to that Class of Certificates pursuant to Section

4.05, and so on. Holders of such Certificates will not be entitled to any

payment in respect of Accrued Certificate Interest on the amount of such

increases for any Interest Accrual Period preceding the Distribution Date on

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

Certificate Principal Balance of each Certificate of such Class in accordance

with its respective Percentage Interest.

<PAGE>

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

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

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

Depository Participants in accordance with its normal procedures. Each

Depository Participant shall be responsible for disbursing such distribution to

the Certificate Owners that it represents and to each indirect participating

brokerage firm (a "brokerage firm" or "indirect participating firm") for which

it acts as agent. Each brokerage firm shall be responsible for disbursing funds

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

Certificate Registrar, the Depositor or the Master Servicer shall have any

responsibility therefor except as otherwise provided by this Series Supplement

or applicable law.

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

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

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

than 60 days prior to such final distribution, notify the Trustee and the

Trustee shall, not earlier than the 15th day and not later than the 25th day of

the month next preceding the month of such final distribution, mail to each

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

Trustee anticipates that the final distribution with respect to such Class of

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

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

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

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

Certificateholders required to surrender their Certificates pursuant to Section

9.01(c) do not surrender their Certificates for final cancellation, the Trustee

shall cause funds distributable with respect to such Certificates to be

withdrawn from the Certificate Account and credited to a separate escrow account

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

(h) On each Distribution Date preceding the Accretion Termination Date,

the Accrued Certificate Interest that would otherwise be distributed to the

Class A-3 and Class A-4 Certificates will be added to the Certificate Principal

Balances of the Class A-3 and Class A-4 Certificates and will be distributed to

the holders of the Class A-1 Certificates, Class A-2 Certificates and Class A-7

Certificates as distributions of principal pursuant to Section 4.02(b)(ii) in

reduction of the Certificate Principal Balance of the Class A-1 Certificates,

Class A-2 Certificates and Class A-7 Certificates. Any distributions of the

Accrual Distribution Amount to the Class A-1 Certificates, Class A-2

Certificates and Class A-7 Certificates will reduce the Certificate Principal

Balance of the Class A-1 Certificates, Class A-2 Certificates &nbs