STANDARD TERMS OF POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RALI Series 2005-QA2 Trus | RESIDENTIAL ACCREDIT LOANS, INC., | RESIDENTIAL FUNDING CORPORATION, | DEUTSCHE BANK TRUST COMPANY AMERICAS,

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Title: STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 3/15/2005

RESIDENTIAL ACCREDIT LOANS, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee

SERIES SUPPLEMENT,

DATED AS OF FEBRUARY 1, 2005,

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

dated as of August 1, 2004

Mortgage Asset-Backed Pass-Through Certificates

Series 2005-QA2

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<TABLE>

TABLE OF CONTENTS

PAGE

<S> <C>

Article I DEFINITIONS.......................................................................5

Section 1.01 Definitions............................................................5

Section 1.02 Use of Words and Phrases..............................................35

Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.................36

Section 2.01 Conveyance of Mortgage Loans..........................................36

Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......37

Section 2.03 Representations, Warranties and Covenants of the Master Servicer

and the Company.............................................................39

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

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

Section 2.05 Execution and Authentication of Certificates/Issuance of

Certificates Evidencing Interests in REMIC I Certificates...................40

Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests;

Acceptance by the Trustee...................................................40

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

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

Standard Terms).............................................................41

Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.................................42

Article IV PAYMENTS TO CERTIFICATEHOLDERS..................................................43

Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)........43

Section 4.02 Distributions.........................................................43

Section 4.03 Statements to Certificateholders; Statements to the Rating

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

Terms)......................................................................52

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

by the Master Servicer. (See Section 4.04 of the Standard Terms)............52

Section 4.05 Allocation of Realized Losses.........................................52

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.

(See Section 4.06 of the Standard Terms)....................................53

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

of the Standard Terms)......................................................53

Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms).................53

Article V THE CERTIFICATES.................................................................54

Article VI THE COMPANY AND THE MASTER SERVICER.............................................55

Article VII DEFAULT........................................................................56

Article VIII CONCERNING THE TRUSTEE........................................................57

Article IX TERMINATION.....................................................................58

Article X REMIC PROVISIONS.................................................................59

Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms).....59

Section 10.02 Master Servicer; REMIC Administrator and Trustee

Indemnification. (See Section 10.02 of the Standard Terms).................59

Section 10.03 Designation of REMICs................................................59

Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests........59

Section 10.05 Compliance with Withholding Requirements.............................59

Article XI MISCELLANEOUS PROVISIONS........................................................60

Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)................60

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

the Standard Terms).........................................................60

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

of the Standard Terms)......................................................60

Section 11.04 Governing Law. (See Section 11.04 of the Standard Terms)............60

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

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

or mailed by registered mail, postage prepaid (except for notices to

the Trustee which shall be deemed to have been duly given only when

received), to the appropriate address for each recipient listed in the

table below or, in each case, such other address as may hereafter be

furnished in writing to the Master Servicer, the Trustee and the

Company, as applicable......................................................60

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

11.06 of the Standard Terms)................................................61

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

Terms)......................................................................61

Section 11.08 Supplemental Provisions for Resecuritization. (See Section

11.08 of the Standard Terms)................................................61

Section 11.09 Allocation of Voting Rights..........................................61

Section 11.10 No Petition..........................................................61

<PAGE>

EXHIBITS

Exhibit One:...Mortgage Loan Schedule

Exhibit Two:...Information to be Included in Monthly Distribution Date Statement

Exhibit Three:.Standard Terms of Pooling and Servicing Agreement dated as of August 1, 2004

APPENDIX

Appendix I - CALCULATION OF REMIC I W AND Y PRINCIPAL REDUCTION AMOUNTS

</TABLE>

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

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

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

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

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

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

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

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

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

PRELIMINARY STATEMENT:

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

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

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

ownership interest in the Trust Fund.

The terms and provisions of the Standard Terms are hereby incorporated

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

contained herein shall conflict with or be inconsistent with any provision

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

Supplement shall govern. All capitalized terms not otherwise defined herein

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

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

REMIC I

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

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

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

Monthly Payment Fund), and subject to this Agreement, as a real estate mortgage

investment conduit (a "REMIC") for federal income tax purposes and such

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

REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R

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

in REMIC I and REMIC II for purposes of the REMIC Provisions (as defined

herein).

The following table irrevocably sets forth the designation, the

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

Balance, and solely for purposes of satisfying Treasury regulation Section

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

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

Regular Interests will be certificated.

<PAGE>

<TABLE>

Designation Uncertificated Initial Latest

REMIC I Uncertificated Possible Maturity(1 )

Pass-Through Principal Balance

Rate

REMIC I Regular Interest W-I Variable(2) 22,004.76 February 25, 2035

REMIC I Regular Interest Variable(2) 27,143.04 February 25, 2035

W-II

REMIC I Regular Interest Variable(2) 51,310.92 February 25, 2035

W-III

REMIC I Regular Interest Variable(2) 77,357.03 February 25, 2035

W-IV

REMIC I Regular Interest W-V Variable(2) 31,991.33 February 25, 2035

REMIC I Regular Interest Variable(2) 40,679.88 February 25, 2035

W-VI

REMIC I Regular Interest Y-I Variable(2) 22,004.76 February 25, 2035

REMIC I Regular Interest Variable(2) 27,143.04 February 25, 2035

Y-II

REMIC I Regular Interest Variable(2) 51,311.31 February 25, 2035

Y-III

REMIC I Regular Interest Variable(2) 77,360.64 February 25, 2035

Y-IV

REMIC I Regular Interest Y-V Variable(2) 31,991.57 February 25, 2035

REMIC I Regular Interest Variable(2) 40,678.95 February 25, 2035

Y-VI

REMIC I Regular Interest Z-I Variable(2) 43,965,515.48 February 25, 2035

REMIC I Regular Interest Variable(2) 54,231,785.93 February 25, 2035

Z-II

REMIC I Regular Interest Variable(2) 102,519,992.77 February 25, 2035

Z-III

REMIC I Regular Interest Variable(2) 154,570,090.33 February 25, 2035

Z-IV

REMIC I Regular Interest Variable(2) 63,919,162.10 February 25, 2035

Z-V

REMIC I Regular Interest Variable(2) 81,278,400.17 February 25, 2035

Z-VI

</TABLE>

___________

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

regulations, the Distribution Date immediately following the maturity

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

designated as the "latest possible maturity date" for each

Uncertificated REMIC I Regular Interest.

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

Pass-Through Rate" herein.

<PAGE>

REMIC II

A segregated pool of assets consisting of the Uncertificated REMIC I

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

will make a separate REMIC election with respect thereto. The Class A1-I

Certificates, Class A1-II Certificates, Class CB-I Certificates, Class CB-II

Certificates, Class NB-I Certificates, Class NB-II Certificates, Class A2-I

Certificates, Class A2-II Certificates, Class M-1 Certificates, Class M-2

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

Certificates and Class B-3 Certificates, will be "regular interests" in REMIC II

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

"residual interests" in REMIC I and REMIC II for purposes of the REMIC

Provisions.

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

aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings

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

the Trust Fund created hereunder.

<TABLE>

AGGREGATE

PASS- INITIAL

THROUGH PRINCIPAL FEATURES1 MATURITY S&P/ MINIMUM

DESIGNATION RATE BALANCE DATE(2) MOODY'S DENOMINATIONS(3)

Class A1-I Variable $ 49,943,000 Senior/Super February 25, AAA/Aaa $25,000.00

Rate(4) Senior/Variable 2035

Rate

Class CB-I Variable $ 94,413,000 Senior/Super February 25, AAA/Aaa $25,000.00

Rate(4) Senior/Variable 2035

Rate

Class CB-II Variable $ 142,347,000 Senior/Super February 25, AAA/Aaa $25,000.00

Rate(4) Senior/Variable 2035

__________________

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

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

and the Class R Certificates shall be delivered to the holders thereof

in physical form.

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

regulations, the Distribution Date immediately following the maturity

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

designated as the "latest possible maturity date" for each REMIC II

Regular Interest.

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

in minimum dollar denominations as indicated above (by Certificate

Principal Balance) and integral multiples of $1 (or $1,000 in the case

of the Class B-1, Class B-2 and Class B-3 Certificates) in excess

thereof, except that one Certificate of 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.

4 The Pass-Through Rate on the Class A1-I, Class A1-II, Class CB-I, Class

CB-II, Class NB-I, Class NB-II and Class R Certificates will be equal to

the Net WAC Rates on the Mortgage Loans in the related Loan Group. The

initial Pass-Through Rate for the Class A1-I, Class A1-II, Class CB-I,

Class CB-II, Class NB-I, Class NB-II and Class R Certificates will be

equal to approximately 4.9571%, 5.0919%, 5.1717%, 5.3487%, 5.1263%,

5.2764% and 5.2764% per annum, respectively. Interest on the Class A2-I

Certificates will be equal to the Net WAC Rates of Loan Group A1-I, Loan

Group CB-I and Loan Group NB-I, weighted on the basis of the Senior

Support Principal Component for the related Loan Group. Interest on the

Class A2-II Certificates will be equal to the Net WAC Rates of Loan

Group A1-II, Loan Group CB-II and Loan Group NB-II, weighted on the

basis of the Senior Support Principal Component for the related Loan

Group.

<PAGE>

Rate

Class NB-I Variable $ 58,864,000 Senior/Super February 25, AAA/Aaa $25,000.00

Rate(4) Senior/Variable 2035

Rate

Class NB-II Variable $ 74,851,000 Senior/Super February 25, AAA/Aaa $25,000.00

Rate(4) Senior/Variable 2035

Rate

Class A2-I Variable $ 2,843,000 Component February 25, AAA/Aa1 $25,000.00

Rate(4) 2035

Class A2-II Variable $ 3,920,000 Component February 25, AAA/Aa1 $25,000.00

Rate(4) 2035

Class R Variable $ 100 Senior/Residual/February 25, AAA/Aaa (5)

Rate(4) Variable Rate 2035

Class M-1 Variable $ 10,771,200 Mezzanine/ February 25, AA/Aa2 $25,000.00

Rate(6) Variable Rate 2035

Class M-2 Variable $ 8,266,300 Mezzanine/ February 25, A/A2 $250,000.00

Rate(6) Variable Rate 2035

Class M-3 Variable $ 5,761,300 Mezzanine/ February 25, BBB/Baa2 $250,000.00

Rate(6) Variable Rate 2035

Class B-1 Variable $ 3,757,400 Subordinate/ February 25, BB/NA $250,000.00

Rate(6) Variable Rate 2035

Class B-2 Variable $ 2,755,400 Subordinate/ February 25, B/NA $250,000.00

Rate(6) Variable Rate 2035

Class B-3 Variable $ 2,004,322.89 Subordinate/ February 25, NA/NA $250,000.00

Rate(6) Variable Rate 2035

</TABLE>

The Class A2-I Certificates are comprised of the following three

Components:

<TABLE>

Component Initial Component Pass-Through Rate Designations

Certificate Principal Balance

Class A1-I-2 $ 594,000 Variable Rate Senior/Senior Support/

Variable Rate

Class CB-I-2 $1,385,000 Variable Rate Senior/Senior

Support/Variable Rate

Class NB-I-2 $ 864,000 Variable Rate Senior/Senior

Support/Variable Rate

</TABLE>

________________________

5 The Class R Certificates shall be issuable in minimum denominations of

not less than a 20% Percentage Interest; provided, however, that one

Class R Certificate will be issuable to Residential Funding as "tax

matters person" pursuant to Section 10.01(c) and (e) in a minimum

denomination representing a Percentage Interest of not less than 0.01%.

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

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

average of the Net WAC Rates on the Group A1-I, Group A1-II, Group CB-I,

Group CB-II, Group NB-I and Group NB-II Loans, weighted in proportion to

the related Subordinate Amount. The initial Pass-Through Rate on Class

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

Certificates will be equal to approximately 5.2101%.

<PAGE>

The Class A2-II Certificates are comprised of the following three

Components:

<TABLE>

Component Initial Component Notional Pass-Through Rate Designations

Balance

Class A1-II-2 $ 733,000 Variable Rate Senior/Senior

Support/Variable Rate

Class CB-II-2 $ 2,089,000 Variable Rate Senior/Senior

Support/Variable Rate

Class NB-II-2 $ 1,098,000 Variable Rate Senior/Senior

Support/Variable Rate

</TABLE>

The Components of the Class A-I Certificates and Class A-II Certificates

are not separately transferable.

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

Date of $ 500,986,023.

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

the Master Servicer and the Trustee agree as follows:

ARTICLE I......

DEFINITIONS

Section 1.01...Definitions.

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

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

Article.

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

to any Class of Certificates or Component (other than any Principal Only

Certificates), interest accrued during the related Interest Accrual Period at

the related Pass-Through Rate on the Certificate Principal Balance thereof

immediately prior to such Distribution Date. Accrued Certificate Interest will

be calculated on the basis of a 360-day year, consisting of twelve 30-day

months. In each case Accrued Certificate Interest on any Class of Certificates

or Component will be reduced by the amount of:

(i) Prepayment Interest Shortfalls for the related Loan Group or Loan

Groups (to the extent not offset by the Master Servicer with a

payment of Compensating Interest as provided in Section 4.01),

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

Modified Net Mortgage Rate in the case of a Modified Mortgage

Loan)) of Realized Losses for the related Loan Group or Loan

Groups (including Excess Special Hazard Losses, Excess Fraud

Losses, Excess Bankruptcy Losses and Extraordinary Losses) not

allocated solely to one or more specific Classes of Certificates

pursuant to Section 4.05,

<PAGE>

(iii) the interest portion of Advances that were (A) previously made

with respect to a Mortgage Loan or REO Property for the related

Loan Group or Loan Groups which remained unreimbursed following

the Cash Liquidation or REO Disposition of such Mortgage Loan or

REO Property and (B) made with respect to delinquencies that were

ultimately determined to be Excess Special Hazard Losses, Excess

Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,

and

(iv) any other interest shortfalls for the related Loan Group or Loan

Groups not covered by the subordination provided by the Class M

Certificates and Class B Certificates, including interest that is

not collectible from the Mortgagor pursuant to the Servicemembers

Civil Relief Act of 1940, as amended, or similar legislation or

regulations as in effect from time to time.

The Group A1-I Senior Percentage of such reductions in the case of the

Group A1-I Loans will be allocated among the holders of the Class A1-I

Certificates and the A1-I-2 Component in proportion to their respective

Certificate Principal Balances. The Group A1-II Senior Percentage of such

reductions in the case of the Group A1-II Loans will be allocated among the

holders of the Class A1-II Certificates and the A1-II-2 Component in proportion

to their respective Certificate Principal Balances. The Group CB-I Senior

Percentage of such reductions in the case of the Group CB-I Loans will be

allocated among the holders of the Class CB-I Certificates and the CB-I-2

Component in proportion to their respective Certificate Principal Balances. The

Group CB-II Senior Percentage of such reductions in the case of the Group CB-II

Loans will be allocated among the holders of the Class CB-II Certificates and

the CB-II-2 Component in proportion to their respective Certificate Principal

Balances. The Group NB-I Senior Percentage of such reductions in the case of the

Group NB-I Loans will be allocated among the holders of the Class NB-I

Certificates and the NB-I-2 Component in proportion to their respective

Certificate Principal Balances. The Group NB-II Senior Percentage of such

reductions in the case of the Group NB-II Loans will be allocated to the holders

of the Class NB-II Certificates and the NB-II-2 Component in proportion to their

respective Certificate Principal Balances. The remainder of these reductions

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

Certificates in proportion to the respective amounts of Accrued Certificate

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

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

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

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

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

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

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

Class M Certificates pursuant to Section 4.05.

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

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

Mortgage Loan becomes effective.

Available Distribution Amount: With respect to each Loan Group, the

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

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

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

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

Loan Group pursuant to Section 4.02(h).

<PAGE>

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

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

$219,019 over (B) the aggregate amount of Bankruptcy Losses allocated solely to

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

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

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

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

business on the Business Day immediately preceding the most recent

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

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

the Cut-off Date, the Business Day immediately preceding such date of

determination) (for purposes of this definition, the "Relevant

Anniversary") and (b) the greater of

(A) (i) if the aggregate principal balance of the Non-Primary Residence

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

Principal Balance of the Mortgage Loans as of the Relevant Anniversary,

$0.00, or (ii) if the aggregate principal balance of the Non-Primary

Residence Loans as of the Relevant Anniversary is equal to or greater

than 10% of the Stated Principal Balance of the Mortgage Loans as of the

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

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

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

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

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

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

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

balance of the Non-Primary Residence Loans with a Loan-to-Value Ratio of

greater than 95.00% (other than Additional Collateral Loans) times

0.75%, in each case as of the Relevant Anniversary; and

(B) the greater of (i) 0.0006 times the aggregate principal balance of all

the Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary

having a Loan-to-Value Ratio (other than Additional Collateral Loans) at

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

over (2) the aggregate amount of Bankruptcy Losses allocated

solely to one or more specific Classes of Certificates in accordance

with Section 4.05 since the Relevant Anniversary.

The Bankruptcy Amount may be further reduced by the Master Servicer

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

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

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

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

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

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

written confirmation to the Trustee.

<PAGE>

Certificate: Any Class A1-I, Class A1-II, Class CB-I, Class CB-II, Class

NB-I, Class NB-II, Class A2-I, Class A2-II, Class M, Class B or Class R

Certificate.

Certificate Account: The separate account or accounts created and

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

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

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

Pass-Through Certificates, Series 2005-QA2" and which must be an Eligible

Account.

Certificate Group: With respect to (i) Loan Group A1-I, the Class A1-I

Certificates and the Class A1-I-2 Component, (ii) Loan Group A1-II, the Class

A1-II Certificates and the Class A1-II-2 Component, (iii) Loan Group CB-I, the

Class CB-I Certificates and the Class CB-I-2 Component, (iv) Loan Group CB-II,

the Class CB-II Certificates and the Class CB-II-2 Component, (v) Loan Group

NB-I, the Class NB-I Certificates and the Class NB-I-2 Component, and (vi) Loan

Group NB-II, the Class NB-II Certificates and the Class NB-II-2 Component.

Certificate Policy: None.

Certificate Principal Balance: With respect to each Certificate, as

defined in the Standard Terms and, with respect to each Component, on any date

of determination, an amount equal to:

(i) the Initial Certificate Principal Balance of such Component,

minus

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

distributed with respect to such Component and applied to reduce

the Certificate Principal Balance thereof pursuant to Section

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

Principal Balance deemed to have occurred in connection with

Realized Losses which were previously allocated to such Component

(or such Component of any predecessor Certificate) pursuant to

Section 4.05.

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

Trustee and authenticated by the Certificate Registrar substantially in the form

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

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

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

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

Closing Date: February 25, 2005.

Component: The Class A1-I-2, Class A1-II-2, Class CB-I-2, Class CB-II-2,

Class NB-I-2 and Class NB-II-2 Component, as applicable.

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

any particular time its corporate trust business with respect to this Agreement

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

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

92705-4934, Attention: Residential Funding Corporation Series 2005-QA2.

<PAGE>

Cut-off Date: February 1, 2005.

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

Business Day prior to such Distribution Date.

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

in which such Distribution Date occurs.

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

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

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

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

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

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

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

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

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

interest against any collateral (which shall be limited to Permitted

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

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

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

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

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

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

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

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

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

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

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

Closing Date by such Rating Agency).

Excess Interest: With respect to any Distribution Date and Loan Group,

the excess, if any, of (i) the product of (a) the weighted average of the Net

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

the calendar month immediately preceding the month in which such Distribution

Date occurs and (b) the aggregate Stated Principal Balance of the Mortgage Loans

in that Loan Group for that Distribution Date over (ii) the aggregate Accrued

Certificate Interest on the Certificates in the related Certificate Group on

that Distribution Date.

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

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

an amount equal to 3.00% of the aggregate outstanding principal balance of all

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

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

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

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

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

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

(b) 2.00% of the aggregate outstanding principal balance of all of the Mortgage

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

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

Classes of Certificates in accordance with Section 4.05 since the most recent

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

the second to, but not including, the fifth anniversary of the Cut-off Date, an

<PAGE>

amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most

recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate

outstanding principal balance of all of the Mortgage Loans as of the most recent

anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses

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

with Section 4.05 since the most recent anniversary of the Cut-off Date up to

such date of determination. On and after the fifth anniversary of the Cut-off

Date, the Fraud Loss Amount shall be zero.

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

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

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

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

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

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

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

written confirmation to the Trustee.

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

fraud in the origination of such Mortgage Loan.

Group A1-I Certificates: The Class A1-I Certificates and Class A1-I-2

Component, representing an undivided interest in Loan Group A1-I.

Group A1-I Loans: The Mortgage Loans designated as Group A1-I Loans in

Exhibit One.

Group A1-I Senior Percentage: As of each Distribution Date, the lesser

of 100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Certificate Principal Balance of the Group A1-I Certificates

immediately prior to such Distribution Date and the denominator of which is the

aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) in Loan Group A1-I immediately prior to such Distribution Date.

Group A1-I Senior Principal Distribution Amount: As to any Distribution

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

to Loan Group A1-I remaining after the distribution therefrom of all amounts

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

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

therefrom to the Group A1-I Certificateholders on such Distribution Date

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

Group A1-I Subordinate Amount: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group A1-I Loans as of such

date over the aggregate Certificate Principal Balance of the Group A1-I

Certificates then outstanding.

Group A1-II Certificates: The Class A1-II Certificates and Class A1-II-2

Component, representing an undivided interest in Loan Group A1-II.

<PAGE>

Group A1-II Loans: The Mortgage Loans designated as Group A1-II Loans in

Exhibit One.

Group A1-II Senior Percentage: As of each Distribution Date, the lesser

of 100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Certificate Principal Balance of the Group A1-II Certificates

immediately prior to such Distribution Date and the denominator of which is the

aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) in Loan Group A1-II immediately prior to such Distribution Date.

Group A1-II Senior Principal Distribution Amount: As to any Distribution

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

to Loan Group A1-II remaining after the distribution therefrom of all amounts

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

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

therefrom to the Group A1-II Certificateholders on such Distribution Date

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

Group A1-II Subordinate Amount: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group A1-II Loans as of such

date over the aggregate Certificate Principal Balance of the Group A1-II

Certificates then outstanding.

Group CB-I Certificates: The Class CB-I Certificates and Class CB-I-2

Component representing an undivided interest in Loan Group CB-I.

Group CB-I Loans: The Mortgage Loans designated as Group CB-I Loans in

Exhibit One.

Group CB-I Senior Percentage: As of each Distribution Date, the lesser

of 100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Certificate Principal Balance of the Group CB-I Certificates

immediately prior to such Distribution Date and the denominator of which is the

aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) in Loan Group CB-I immediately prior to such Distribution Date.

Group CB-I Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group CB-I Certificateholders on such Distribution Date

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

Group CB-I Subordinate Amount: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group CB-I Loans as of such

date over the aggregate Certificate Principal Balance of the Group CB-I

Certificates then outstanding.

Group CB-II Certificates: The Class CB-II Certificates and Class CB-II-2

Component, representing an undivided interest in Loan Group CB-II.

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

Exhibit One.

<PAGE>

Group CB-II Senior Percentage: As of each Distribution Date, the lesser

of 100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Certificate Principal Balance of the Group CB-II Certificates

immediately prior to such Distribution Date and the denominator of which is the

aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) in Loan Group CB-II immediately prior to such Distribution Date.

Group CB-II Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group CB-II Certificateholders on such Distribution Date

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

Group CB-II Subordinate Amount: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group CB-II Loans as of such

date over the aggregate Certificate Principal Balance of the Group CB-II

Certificates then outstanding.

Group NB-I Certificates: The Class NB-I Certificates and the Class

NB-I-2 Component, representing an undivided interest in Loan Group NB-I.

Group NB-I Loans: The Mortgage Loans designated as Group NB-I Loans in

Exhibit One.

Group NB-I Senior Percentage: As of each Distribution Date, the lesser

of 100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Certificate Principal Balance of the Group NB-I Certificates

immediately prior to such Distribution Date and the denominator of which is the

aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) in Loan Group NB-I immediately prior to such Distribution Date.

Group NB-I Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group NB-I Certificateholders on such Distribution Date

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

Group NB-I Subordinate Amount: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group NB-I Loans as of such

date over the aggregate Certificate Principal Balance of the Group NB-I

Certificates then outstanding.

Group NB-II Certificates: The Class NB-II Certificates, Class R

Certificates and the Class NB-II-2 Component, representing an undivided interest

in Loan Group NB-II.

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

Exhibit One.

Group NB-II Senior Percentage: As of each Distribution Date, the lesser

of 100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Certificate Principal Balance of the Group NB-II Certificates

immediately prior to such Distribution Date and the denominator of which is the

aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO

Properties) in Loan Group NB-II immediately prior to such Distribution Date.

<PAGE>

Group NB-II Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group NB-II Certificateholders on such Distribution Date

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

Group NB-II Subordinate Amount: On any date of determination, the excess

of the aggregate Stated Principal Balance of the Group NB-II Loans as of such

date over the aggregate Certificate Principal Balance of the Group NB-II

Certificates then outstanding.

Initial Monthly Payment Fund: $0.00 representing scheduled principal

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

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

to receive such payment.

Initial Subordinate Class Percentage: With respect to each Class of

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

Certificate Principal Balance of such Class of Subordinate Certificates divided

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

Cut-off Date as follows:

Class M-1: 2.15% Class B-1: 0.75%

Class M-2: 1.65% Class B-2: 0.55%

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

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

any Component and any Distribution Date, the calendar month preceding the month

in which such Distribution Date occurs.

Loan Group: Loan Group A1-I, Loan Group A1-II, Loan Group CB-I, Loan

Group CB-II, Loan Group NB-I or Loan Group NB-II.

Loan Group A1-I: The group of Mortgage Loans comprised of the Group A1-I

Loans.

Loan Group A1-II: The group of Mortgage Loans comprised of the Group

A1-II Loans.

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

Loans.

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

CB-II Loans.

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

Loans.

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

NB-II Loans.

<PAGE>

Maturity Date: February 25, 2035, the Distribution Date immediately

following the latest scheduled maturity date of any Mortgage Loan.

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

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

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

such Mortgage Loan.

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

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

annum rate at which the Servicing Fee is calculated.

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

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

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

to such Mortgage Loan at any time during the life of such Mortgage Loan.

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

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

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

following information as to each Mortgage Loan in the related Loan Group:

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

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

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

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

(f) [RESERVED];

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

("ORIGINAL P & I");

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

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

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

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

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

Mortgage Loan is secured by a second or vacation residence;

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

is secured by a non-owner occupied residence;

<PAGE>

(m) whether such Mortgage Loan constitutes a Group A1-I Loan, Group A1-II Loan,

Group CB-I Loan, Group CB-II Loan, Group NB-I Loan or Group NB-II Loan;

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

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

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

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

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

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

the information required.

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

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

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

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

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

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

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

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

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

Mortgage Rate.

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

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

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

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

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

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

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

Maximum Net Mortgage Rate for such Mortgage Loan.

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

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

related Mortgage Loans weighted on the basis of the respective Stated Principal

Balance of each such Mortgage Loan as of the beginning of the related Due

Period, using the Net Mortgage Rates in effect for the scheduled payments due on

those Mortgage Loans during such Due Period.

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

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

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

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

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

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

the next Adjustment Date.

Overcollateralization Amount: With respect any Certificate Group and

Distribution Date, the excess, if any, of (i) the aggregate Stated Principal

Balance of the Mortgage Loans in the related Loan Group over (ii) the aggregate

Certificate Principal Balance of such Certificate Group, in each case calculated

on such Distribution Date after giving effect to distributions to be made

thereon (other than amounts to be distributed pursuant to Sections 4.02(h), (i)

and (j)).

<PAGE>

Overcollateralization Percentage: With respect any Certificate Group and

Distribution Date, a fraction equal to the Overcollateralization Amount for such

Certificate Group divided by the aggregate Stated Principal Balance of the

Mortgage Loans in the related Loan Group.

Pass-Through Rate: With respect to the Class A1-I Certificates, the Net

WAC Rate of the Group A1-I Loans. With respect to the Class A1-II Certificates,

the Net WAC Rate of the Group A1-II Loans. With respect to the Class CB-I

Certificates, the Net WAC Rate of the Group CB-I Loans. With respect to the

Class CB-II Certificates, the Net WAC Rate of the Group CB-II Loans. With

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

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

Group NB-II Loans. With respect to the Class A2-I Certificates, the Net WAC Rate

of the Group A1-I Loans, the Net WAC Rate of the Group CB-I Loans and the Net

WAC Rate of the Group NB-I Loans, weighted on the basis of the Senior Support

Principal Component for the related Loan Group. With respect to the Class A2-II

Certificates, the Net WAC Rate of the Group A1-II Loans, the Net WAC Rate of the

Group CB-II Loans and the Net WAC Rate of the Group NB-II Loans, weighted on the

basis of the Senior Support Principal Component for the related Loan Group. With

respect to the Class M Certificates and Class B Certificates, the weighted

average of the Net WAC Rates for the Group A1-I, Group A1-II, Group CB-I, Group

CB-II, Group NB-I and Group NB-II Loans, weighted on the basis of the related

Subordinate Amount. This determination will be made as of the related

Distribution Date prior to giving effect to any distributions on the

Certificates on that date. The Pass-Through Rate on the Class M Certificates and

Class B Certificates with respect to the first Interest Accrual period is

expected to be approximately 5.2101% per annum. For federal income tax purposes,

the foregoing rate for the Class M Certificates and Class B Certificates is

expressed as the weighted average of the rates on the REMIC I Regular Interests

Y-I, Y-II, Y-III, Y-IV, Y-V and Y-VI.

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

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

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

of the related Mortgage Note.

Permitted Investments: One or more of the following:

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

interest by the United States or any agency or instrumentality thereof

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

United States;

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

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

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

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

in its highest short-term rating available;

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

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

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

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

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

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

<PAGE>

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

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

debt obligations of such depository institution or trust company at the

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

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

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

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

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

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

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

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

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

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

available; provided that such commercial paper shall have a remaining

maturity of not more than 30 days;

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

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

otherwise would constitute Permitted Investments hereunder and have been

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

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

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

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

affiliates acts as an adviser; and

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

Agency as a Permitted Investment hereunder and will not reduce the

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

the then-current rating assigned to such Certificates, as evidenced in

writing;

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

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

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

principal and interest payments derived from obligations underlying such

instrument and the principal and interest payments with respect to such

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

tax purposes.

Prepayment Distribution Percentage: With respect to any Distribution

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

applicable circumstances set forth below, the respective percentages set forth

below:

(i) For any Distribution Date prior to the Distribution Date in March 2012

(unless the Certificate Principal Balances of the related Senior

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

the third paragraph of the definition of Senior Accelerated Distribution

Percentage exist), 0%.

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

on which any Class of Subordinate Certificates is outstanding:

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

outstanding with the Highest Priority and each other Class of

Subordinate Certificates for which the related Prepayment

Distribution Trigger has been satisfied, a fraction, expressed

as a percentage, the numerator of which is the Certificate

Principal Balance of such Class immediately prior to such date

and the denominator of which is the sum of the Certificate

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

Class of Subordinate Certificates then outstanding with the

Highest Priority and (2) all other Classes of Subordinate

Certificates for which the respective Prepayment Distribution

Triggers have been satisfied; and

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

which the Prepayment Distribution Triggers have not been

satisfied, 0%; and

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

percentages on any Distribution Date as provided in Section 4.02 of this

Series Supplement (determined without regard to the proviso to the

definition of "Subordinate Principal Distribution Amount") would result

in a distribution in respect of principal of any Class or Classes of

Subordinate Certificates in an amount greater than the remaining

Certificate Principal Balance thereof (any such class, a "Maturing

Class"), then: (a) the Prepayment Distribution Percentage of each

Maturing Class shall be reduced to a level that, when applied as

described above, would exactly reduce the Certificate Principal Balance

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

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

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

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

<PAGE>

Balance of each Maturing Class had been reduced to zero (such percentage

as recalculated, the "Recalculated Percentage"); (c) the total amount of

the reductions in the Prepayment Distribution Percentages of the

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

expressed as an aggregate percentage, shall be allocated among the

Non-Maturing Classes in proportion to their respective Recalculated

Percentages (the portion of such aggregate reduction so allocated to any

Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes

of such Distribution Date, the Prepayment Distribution Percentage of

each Non-Maturing Class shall be equal to the sum of (1) the Prepayment

Distribution Percentage thereof, calculated in accordance with the

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

Balance of each Maturing Class had not been reduced to zero, plus (2)

the related Adjustment Percentage.

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

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

preceding the month in which the related Distribution Date occurs.

Related Certificate Groups: The Certificate Groups related to Loan Group

A1-I, Loan Group CB-I and Loan Group NB-I are "Related Certificate Groups". The

Certificate Groups related to Loan Group A1-II, Loan Group CB-II and Loan Group

NB-II are "Related Certificate Groups".

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

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

to this Agreement, consisting of:

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

collateral securing such Mortgage Loans,

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

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

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

Account or in the Certificate Account and identified as belonging to the

Trust Fund, but not including amounts on deposit in the Initial Monthly

Payment Fund,

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

acquired for the benefit of the Certificateholders by foreclosure or

deed in lieu of foreclosure,

(iv) the hazard insurance policies and Primary Insurance

Policies, if any, and

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

Notwithstanding the foregoing, the REMIC election with respect to REMIC

I specifically excludes the Initial Monthly Payment Fund.

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

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

<PAGE>

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

Distribution Amount shall be distributed to the Uncertificated REMIC I Regular

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

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

A1-I:

(i) first, to REMIC I Regular Interest W-I, REMIC I Regular

Interest Y-I and REMIC I Regular Interest Z-I and the Class R

Certificates (in respect of component 1 thereof), concurrently, the

Uncertificated Accrued Interest for such Regular Interests and the

accrued interest for such Certificates remaining unpaid from previous

Distribution Dates, pro rata according to their respective shares of

such unpaid amounts;

(ii) second, to the REMIC I Regular Interest W-I, REMIC I Regular

Interest Y-I and REMIC I Regular Interest Z-I and the Class R

Certificates (in respect of component 1 thereof), concurrently, the

Uncertificated Accrued Interest or accrued interest, as applicable, for

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

their respective Uncertificated Accrued Interest; and

(iii) third, to the REMIC I Regular Interest W-I, REMIC I Regular

Interest Y-I, REMIC I Regular Interest Z-I and the Class R Certificates

(in respect of component 1 thereof), the REMIC I W-I Principal

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

REMIC I Z-I Principal Distribution Amount and the Class R Certificate

principal distribution amount, respectively.

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

A1-II:

(i) first, to the REMIC I Regular Interest W-II, REMIC I Regular

Interest Y-II and REMIC I Regular Interest Z-II, concurrently, the

Uncertificated Accrued Interest for such Classes remaining unpaid from

previous Distribution Dates, pro rata according to their respective

shares of such unpaid amounts;

(ii) second, to the REMIC I Regular Interest W-II, REMIC I

Regular Interest Y-II and REMIC I Regular Interest Z-II, concurrently,

the Uncertificated Accrued Interest for such Classes for the current

Distribution Date, pro rata according to their respective Uncertificated

Accrued Interest; and

(iii) third, to the REMIC I Regular Interest W-II, REMIC I

Regular Interest Y-II and REMIC I Regular Interest Z-II, the REMIC I

W-II Principal Distribution Amount, the REMIC I Y-II Principal

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

respectively.

(i) first, to REMIC I Regular Interest W-III, REMIC I Regular

Interest Y-III and REMIC I Regular Interest Z-III, concurrently, the

Uncertificated Accrued Interest for such Regular Interests remaining

unpaid from previous Distribution Dates, pro rata according to their

respective shares of such unpaid amounts;

<PAGE>

(ii) second, to the REMIC I Regular Interest W-III, REMIC I

Regular Interest Y-III and REMIC I Regular Interest Z-III, concurrently,

the Uncertificated Accrued Interest for such Classes for the current

Distribution Date, pro rata according to their respective Uncertificated

Accrued Interest; and

(iii) third, to the REMIC I Regular Interest W-III, REMIC I

Regular Interest Y-III and REMIC I Regular Interest Z-III, the REMIC I

W-III Principal Distribution Amount, the REMIC I Y-III Principal

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

respectively.

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

CB-II:

(i) first, to REMIC I Regular Interest W-IV, REMIC I Regular

Interest Y-IV and REMIC I Regular Interest Z-IV, concurrently, the

Uncertificated Accrued Interest for such Regular Interests remaining

unpaid from previous Distribution Dates, pro rata according to their

respective shares of such unpaid amounts;

(ii) second, to the REMIC I Regular Interest W-IV, REMIC I

Regular Interest Y-IV and REMIC I Regular Interest Z-IV, concurrently,

the Uncertificated Accrued Interest for such Classes for the current

Distribution Date, pro rata according to their respective Uncertificated

Accrued Interest; and

(iii) third, to the REMIC I Regular Interest W-IV, REMIC I

Regular Interest Y-IV and REMIC I Regular Interests Z-IV, the REMIC I

W-IV Principal Distribution Amount, the REMIC I Y-IV Principal

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

respectively.

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

NB-I:

(i) first, to REMIC I Regular Interest W-V, REMIC I Regular

Interest Y-V and REMIC I Regular Interest Z-V, concurrently, the

Uncertificated Accrued Interest for such Regular Interests remaining

unpaid from previous Distribution Dates, pro rata according to their

respective shares of such unpaid amounts;

(ii) second, to the REMIC I Regular Interest W-V, REMIC I Regular

Interest Y-V and REMIC I Regular Interest Z-V, concurrently, the

Uncertificated Accrued Interest for such Classes for the current

Distribution Date, pro rata according to their respective Uncertificated

Accrued Interest; and

(iii) third, to the REMIC I Regular Interest W-V, REMIC I Regular

Interest Y-V and REMIC I Regular Interests Z-V, the REMIC I W-V

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

Amount and the REMIC I Z-V Principal Distribution Amount, respectively.

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

NB-II:

(i) first, to REMIC I Regular Interest W-VI, REMIC I Regular

Interest Y-VI and REMIC I Regular Interest Z-VI, concurrently, the

Uncertificated Accrued Interest for such Regular Interests remaining

unpaid from previous Distribution Dates, pro rata according to their

respective shares of such unpaid amounts;

<PAGE>

(ii) second, to the REMIC I Regular Interest W-VI, REMIC I

Regular Interest Y-VI and REMIC I Regular Interest Z-VI, concurrently,

the Uncertificated Accrued Interest for such Classes for the current

Distribution Date, pro rata according to their respective Uncertificated

Accrued Interest; and

(iii) third, to the REMIC I Regular Interest W-VI, REMIC I

Regular Interest Y-VI and REMIC I Regular Interests Z-VI, the REMIC I

W-VI Principal Distribution Amount, the REMIC I Y-VI Principal

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

respectively.

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

A1-I, Loan Group A1-II, Loan Group CB-I, Loan Group CB-II, Loan Group NB-I and

Loan Group NB-II for such Distribution Date remaining after payment of the

amounts pursuant to paragraphs (a) through (f) of this definition of "REMIC I

Distribution Amount":

(i) first, to each Class of REMIC I W, REMIC I Y and REMIC I Z

Regular Interests, pro rata according to the amount of unreimbursed

Realized Losses allocable to principal previously allocated to each such

Regular Interest, the aggregate amount of any distributions to the

Certificates as reimbursement of such Realized Losses on such

Distribution Date pursuant to Section 4.02(e); provided, however, that

any amounts distributed pursuant to this paragraph (g)(i) of this

definition of "REMIC I Distribution Amount" shall not cause a reduction

in the Uncertificated Principal Balances of any of the REMIC I W, REMIC

I Y and REMIC I Z Regular Interests; and

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

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

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

interest portion of Realized Losses on Group A1-I Loans, if any, shall be

allocated among the REMIC I Regular Interest W-I, REMIC I Regular Interest Y-I

and REMIC I Regular Interest Z-I pro rata according to the amount of interest

accrued but unpaid thereon, in reduction thereof; (2) the interest portion of

Realized Losses on Group A1-II Loans, if any, shall be allocated among the REMIC

I Regular Interest W-II, REMIC I Regular Interest Y-II and REMIC I Regular

Interest Z-II pro rata according to the amount of interest accrued but unpaid

thereon, in reduction thereof; (3) the interest portion of Realized Losses on

Group CB-I Loans, if any, shall be allocated among the REMIC I Regular Interest

W-III, REMIC I Regular Interest Y-III and REMIC I Regular Interest Z-III pro

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

reduction thereof; (4) the interest portion of Realized Losses on Group CB-II

Loans, if any, shall be allocated among the REMIC I Regular Interest W-IV, REMIC

I Regular Interest Y-IV and REMIC I Regular Interest Z-IV pro rata according to

the amount of interest accrued but unpaid thereon, in reduction thereof; (5) the

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

allocated among the REMIC I Regular Interest W-V, REMIC I Regular Interest Y-V

and REMIC I Regular Interest Z-V pro rata according to the amount of interest

accrued but unpaid thereon, in reduction thereof; and (6) the interest portion

of Realized Losses on Group NB-II Loans, if any, shall be allocated among the

REMIC I Regular Interest W-VI, REMIC I Regular Interest Y-VI and REMIC I Regular

Interest Z-VI pro rata according to the amount of interest accrued but unpaid

thereon, in reduction thereof. Any interest portion of such Realized Losses in

excess of the amount allocated pursuant to the preceding sentence shall be

treated as a principal portion of Realized Losses not attributable to any

specific Mortgage Loan in such Loan Group and allocated pursuant to the

succeeding sentences. The principal portion of Realized Losses with respect to

each Loan Group shall be allocated to the Uncertificated REMIC I Regular

Interests as follows: (1) the principal portion of Realized Losses on Group A1-I

Loans shall be allocated, first, to the REMIC I Regular Interest W-I and REMIC I

Regular Interest Y-I to the extent of the REMIC I W-I Principal Reduction Amount

and the REMIC I Y-I Principal Reduction Amount, respectively, in reduction of

<PAGE>

the Uncertificated Principal Balances of such Uncertificated REMIC I Regular

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

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

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

portion of Realized Losses on Group A1-II Loans shall be allocated, first, to

the REMIC I Regular Interest W-II and REMIC I Regular Interest Y-II to the

extent of the REMIC I W-II Principal Reduction Amount and the REMIC I Y-II

Principal Reduction Amount, respectively, in reduction of the Uncertificated

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

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

be allocated to the REMIC I Regular Interest Z-II in reduction of the

Uncertificated Principal Balance thereof; (3) the principal portion of Realized

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

Interest W-III and REMIC I Regular Interest Y-III to the extent of the REMIC I

W-III Principal Reduction Amount and the REMIC I Y-III Principal Reduction

Amount, respectively, in reduction of the Uncertificated Principal Balances of

such Uncertificated REMIC I Regular Interests and, second, the remainder, if

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

REMIC I Regular Interest Z-III in reduction of the Uncertificated Principal

Balance thereof; (4) the principal portion of Realized Losses on Group CB-II

Loans shall be allocated, first, to the REMIC I Regular Interest W-IV and REMIC

I Regular Interest Y-IV to the extent of the REMIC I W-IV Principal Reduction

Amount and the REMIC I Y-IV Principal Reduction Amount, respectively, in

reduction of the Uncertificated Principal Balances of such Uncertificated REMIC

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

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

Interest Z-IV in reduction of the Uncertificated Principal Balance thereof; (5)

the principal portion of Realized Losses on Group NB-I Loans shall be allocated,

first, to the REMIC I Regular Interest W-V and REMIC I Regular Interest Y-V to

the extent of the REMIC I W-V Principal Reduction Amount and the REMIC I Y-V

Principal Reduction Amount, respectively, in reduction of the Uncertificated

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

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

be allocated to the REMIC I Regular Interest Z-V in reduction of the

Uncertificated Principal Balance thereof; and (6) the principal portion of

Realized Losses on Group NB-II Loans shall be allocated, first, to the REMIC I

Regular Interest W-VI and REMIC I Regular Interest Y-VI to the extent of the

REMIC I W-VI Principal Reduction Amount and the REMIC I Y-VI Principal Reduction

Amount, respectively, in reduction of the Uncertificated Principal Balances of

such Uncertificated REMIC I Regular Interests and, second, the remainder, if

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

REMIC I Regular Interest Z-VI in reduction of the Uncertificated Principal

Balance thereof.

<PAGE>

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

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

related Uncertificated Principal Balance, that bears interest at the related