STANDARD TERMS OF POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RFMSI Series 2005-SA1 Tru | 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: 3/14/2005

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

SERIES SUPPLEMENT,

DATED AS OF FEBRUARY 1, 2005,

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

DATED AS OF DECEMBER 1, 2004

Mortgage Pass-Through Certificates

Series 2005-SA1

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<TABLE>

TABLE OF CONTENTS

PAGE

ARTICLE I DEFINITIONS 4

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

Section 1.02 Use of Words and Phrases................................................18

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 19

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

Terms)..................................................................19

Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)........19

Section 2.03 Representations, Warranties and Covenants of the Master Servicer

and the Company.........................................................19

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

Section 2.05 Execution and Authentication of Certificates............................24

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (SEE ARTICLE III OF THE STANDARD

TERMS) C 25

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS 26

Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)..........26

Section 4.02 Distributions...........................................................26

Section 4.03 Statements to Certificateholders; Statements to Rating Agencies;

Exchange Act Reporting. (See Section 4.03 of the Standard Terms).......33

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)........33

Section 4.05 Allocation of Realized Losses...........................................33

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged

Property. (See Section 4.06 of the Standard Terms).....................34

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

of the Standard Terms)..................................................34

ARTICLE V THE CERTIFICATES (SEE ARTICLE V OF THE STANDARD TERMS) 35

ARTICLE VI THE COMPANY AND THE MASTER SERVICER (SEE ARTICLE VI OF THE STANDARD TERMS) 36

ARTICLE VII DEFAULT (SEE ARTICLE VII OF THE STANDARD TERMS) 37

ARTICLE VIII CONCERNING THE TRUSTEE (SEE ARTICLE VIII OF THE STANDARD TERMS) 38

ARTICLE IX TERMINATION 39

Section 9.01 Optional Purchase by Residential Funding of All Certificates;

Termination Upon Purchase by Residential Funding or Liquidation of

All Mortgage Loans......................................................39

Section 9.02 Additional Termination Requirements. (See Section 9.02 of the

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

Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard

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

ARTICLE X REMIC PROVISIONS 41

Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)........41

Section 10.02 Master Servicer; REMIC Administrator and Trustee

Indemnification. (See Section 10.02 of the Standard Terms).............41

Section 10.03 Designation of REMIC(s).................................................41

Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests...........41

Section 10.05 Compliance with Withholding Requirements................................42

ARTICLE XI MISCELLANEOUS PROVISIONS 43

Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)...................43

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

the Standard Terms).....................................................43

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

the Standard Terms).....................................................43

Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)..............43

Section 11.05 Notices.................................................................43

Section 11.06 Required Notices to Rating Agency and Subservicer.......................44

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

Terms)..................................................................45

Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08

of the Standard Terms)..................................................45

Section 11.09 Allocation of Voting Rights.............................................45

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EXHIBITS

Exhibit One: Mortgage Loan Schedule for Loan Group I

Exhibit Two: Mortgage Loan Schedule for Loan Group II

Exhibit Three: Mortgage Loan Schedule for Loan Group III

Exhibit Four: Information to be Included in

Monthly Distribution Date Statement

Exhibit Five: Standard Terms of Pooling and Servicing

Agreement dated as of December 1, 2004

<PAGE>

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 December 1, 2004 and attached as Exhibit Five 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 REMIC I (as defined herein), and subject to this Agreement

(including the Mortgage Loans but excluding the Initial Monthly Payment Fund),

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

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

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

and the Class R-I Certificates will be the sole class of "residual interests" in

REMIC I for purposes of the REMIC Provisions (as defined herein). A segregated

pool of assets consisting of the Uncertificated REMIC I Regular Interests will

be designated as "REMIC II" and the REMIC Administrator will make a separate

REMIC election with respect thereto. The Class I-A-1 Certificates, Class I-A-2

Certificates, Class I-A-3 Certificates, Class II-A Certificates, Class III-A

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

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

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

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

of the REMIC Provisions.

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 irrevocably sets forth the designation, the

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

Balance, and 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.

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<TABLE>

INITIAL

UNCERTIFICATED REMIC I UNCERTIFICATED LATEST

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE POSSIBLE MATURITY(1)

Uncertificated REMIC I Regular Variable(2) $ 263.21 February 25, 2035

Interest I-A

Uncertificated REMIC I Regular Variable(2) $ 7,519.21 February 25, 2035

Interest I-B

Uncertificated REMIC I Regular Variable(2) $ 262.55 February 25, 2035

Interest II-A

Uncertificated REMIC I Regular Variable(2) $ 7,500.16 February 25, 2035

Interest II-B

Uncertificated REMIC I Regular Variable(2) $ 507.65 February 25, 2035

Interest III-A

Uncertificated REMIC I Regular Variable(2) $ 14,502.35 February 25, 2035

Interest III-B

Uncertificated REMIC I Regular Variable(2) $295,186,507.17 February 25, 2035

Interest ZZZ

Uncertificated REMIC I Regular Variable(2) $ 50.00 February 25, 2035

Interest R-II

</TABLE>

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

(1) 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.

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

aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings

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

the Trust Fund created hereunder.

<TABLE>

AGGREGATE INITIAL

PASS-THROUGH CERTIFICATE MATURITY MOODY'S/ MINIMUM

DESIGNATION RATE PRINCIPAL BALANCE FEATURES1 DATE S&P DENOMINATIONS2

Class I-A-1 Variable $50,000,000.00 Senior February 25, Aaa/AAA $ 25,000

Rate3 2035

Class I-A-2 Variable $21,040,000.00 Super Senior February 25, Aaa/AAA $ 25,000

Rate3 2035

Class I-A-3 Variable $ 1,520,000.00 Senior Support February 25, Aa1/AAA $ 25,000

Rate3 2035

Class II-A Variable $72,376,000.00 Senior February 25, Aaa/AAA $ 25,000

Rate3 2035

Class III-A Variable $139,947,000.00 Senior February 25, Aaa/AAA $ 25,000

Rate3 2035

Class R-I Variable Rate $ 50.00 Senior/Residual February 25, Aaa/AAA 20%

2035

Class R-II Variable Rate $ 50.00 Senior/Residual February 25, Aaa/AAA 20%

2035

Class M-1 Variable $ 3,837,000.00 Mezzanine February 25, Aa2/AA $ 25,000

Rate4 2035

Class M-2 Variable $ 2,805,000.00 Mezzanine February 25, A2/A $250,000

Rate4 2035

Class M-3 Variable $ 1,328,000.00 Mezzanine February 25, Baa2/BBB $250,000

Rate4 2035

Class B-1 Variable $ 1,033,000.00 Subordinate February 25, NA/BB $250,000

Rate4 2035

Class B-2 Variable $ 738,000.00 Subordinate February 25, NA/B $250,000

Rate4 2035

Class B-3 Variable $ 593,062.29 Subordinate February 25, NA/NA $250,000

Rate4 2035

</TABLE>

_________

1 The Class I-A-1, Class I-A-2, Class I-A-3, Class II-A , Class III-A and

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

Class B Certificates shall be delivered to the holders thereof in

physical form.

2 The 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 Certificates that contains an uneven multiple of

$1,000 shall be issued in a denomination equal to the sum of the related

minimum denomination set forth above and such uneven multiple for such

Class or the sum of such denomination and an integral multiple of

$1,000. 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%.

3 Varies according to the weighted average of the Net Mortgage Rates on

the related Mortgage Loans.

4 For any Distribution Date, the interest rate will be equal to (i) the

sum of (a) the weighted average of the Net Mortgage Rates of the Group I

Loans multiplied by the Group I Subordinate Amount on such Distribution

Date, (b) the weighted average of the Net Mortgage Rates of the Group II

Loans multiplied by the Group II Subordinate Amount on such Distribution

Date and (c) the weighted average of the Net Mortgage Rates of the Group

III Loans multiplied by the Group III Subordinate Amount on such

Distribution Date, divided by (ii) the sum of (x) the Group I

Subordinate Amount, (y) the Group II Subordinate Amount and (z) the

Group III Subordinate Amount for such Distribution Date.

<PAGE>

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

Date of $$295,217,162.29.

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

the Master Servicer and the Trustee agree as follows:

ARTICLE I

<PAGE>

DEFINITIONS

Section 1.01 Definitions.

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

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

Article.

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

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

Mortgage Loan becomes effective.

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) $50,000, over (2) the aggregate

amount of Bankruptcy Losses allocated solely to one or more

specific Classes of Certificates in accordance with Section 4.05

since the Relevant Anniversary.

The Bankruptcy Amount may be further reduced by the Master Servicer

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

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

<PAGE>

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

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

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

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

written confirmation to the Trustee.

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

-----------

Certificate Account: The separate account or accounts created and

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

entitled 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-SA1" and which must be an Eligible

Account.

Class A Certificate: Any one of the Group I Certificates, the Group II

Certificates (other than the Class R Certificates)or the Group III Certificates,

executed by the Trustee and authenticated by the Certificate Registrar

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

Class R Certificate: Any one of the Class R-I Certificates and Class

R-II Certificates executed by the Trustee and authenticated by the Certificate

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

and evidencing an interest designated as a "residual interest" in the each REMIC

for purposes of the REMIC Provisions.

Closing Date: February 25, 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

Agreement is located at U.S. Bank National Association, U.S. Bank Corporate

Trust Services, EP-MN-WS3D, 60 Livingston Avenue, St. Paul, Minnesota 55107,

Attention: RFMSI 2005-SA1.

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 and any Mortgage

Loan, the calendar month of such Distribution Date.

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

<PAGE>

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

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

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

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

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

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

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

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

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

Closing Date by such Rating Agency)

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

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

Date, an amount equal to 3.0% 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 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) 2.0% 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 and (Z) from

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

the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the

Cut-off Date and (b) 1.0% 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.

Group I Certificate: The Class I-A-1, Class I-A-2 and Class I-A-3

Certificates executed by the Trustee and authenticated by the Certificate

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

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

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

interest in Loan Group I.

Group I Loans: The Mortgage Loans designated in Exhibit One.

<PAGE>

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

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

aggregate Certificate Principal Balance of the Group I Certificates immediately

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

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

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

Group I Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group I Certificateholders on such Distribution Date pursuant

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

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

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

the aggregate Certificate Principal Balance of the Group I Certificates then

outstanding.

Group II Certificate: The Class II-A, Class R-I and Class R-II

Certificates, executed by the Trustee and authenticated by the Certificate

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

and Exhibit D, each such Certificate (other than the Class R-I Certificates and

Class R-II Certificates) representing an interest designated as a "regular

interest" in REMIC II for purposes of the REMIC Provisions, and representing an

undivided interest in Loan Group II.

Group II Loans: The Mortgage Loans designated in Exhibit Two.

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

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

aggregate Certificate Principal Balance of the Group II Certificates immediately

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

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

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

Group II Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group II Certificateholders on such Distribution Date pursuant

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

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

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

over the aggregate Certificate Principal Balance of the Group II Certificates

then outstanding.

Group III Certificate: The Class III-A Certificates, executed by the

Trustee and authenticated by the Certificate Registrar substantially in the form

annexed to the Standard Terms as Exhibit A, each such Certificate representing

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

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

<PAGE>

Group III Loans: The Mortgage Loans designated in Exhibit Three.

Group III Senior Percentage: As of each Distribution Date, the lesser of

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

aggregate Certificate Principal Balance of the Group III Certificates

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

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

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

Group III Senior Principal Distribution Amount: As to any Distribution

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

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

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

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

therefrom to the Group III Certificateholders on such Distribution Date pursuant

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

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

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

over the aggregate Certificate Principal Balance of the Group III Certificates

then outstanding.

Index: With respect to any Mortgage Loan and as to any Adjustment Date

therefor, the related index as stated in the related Mortgage Note.

Indirect Depository Participant: An institution that is not a Depository

Participant but clears through or maintains a custodial relationship with

Participants and has access to the Depository's clearing system.

Initial Monthly Payment Fund: $1,271 representing scheduled principal

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

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 Rate Cap: With respect to each Mortgage Loan and the initial

Adjustment Date, the rate cap that limits the increase or the decrease of the

related Mortgage Rate on the initial Adjustment Date pursuant to the terms of

the related Mortgage Note.

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: 1.30% Class B-1: 0.35%

Class M-2: 0.95% Class B-2: 0.25%

Class M-3: 0.45% Class B-3: 0.20%

Interest Accrual Period: With respect to any Certificates and any

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

Distribution Date occurs.

Loan Group: Loan Group I, Loan Group II or Loan Group III.

<PAGE>

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

Loans.

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

Loans.

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

Loans.

Maturity Date: With respect to each Class of Certificates, 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 (with respect to the Group I Loans), Exhibit Two (with

respect to the Group II Loans) and Exhibit Three (with respect to the Group III

Loans) (as amended from time to time to reflect the addition of Qualified

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

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

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

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

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

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

(f) [RESERVED];

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

("ORIGINAL P & I");

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

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

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

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

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

the Mortgage Loan is secured by a second or vacation residence;

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

Loan is secured by a non-owner occupied residence;

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

Group III Loan;

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

<PAGE>

(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 Due Period

immediately preceding the related Distribution Date, 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.

Pass-Through Rate: With respect to the Class I-A-1, Class I-A-2 and

Class I-A-3 Certificates, the Net WAC Rate of the Group I Loans. For federal

income tax purposes, however, the Class I-A-1, Class I-A-2 and Class I-A-3

Certificates will bear interest at a rate equivalent to the foregoing, expressed

as the weighted average of the Pass-Through Rate on Uncertificated REMIC I

Regular Interest I-B, weighted on the basis of the Uncertificated Principal

Balance of such Uncertificated REMIC I Regular Interest immediately preceding

the related Distribution Date. The Pass-Through Rate on the Class I-A-1, Class

I-A-2 and Class I-A-3 Certificates with respect to the first Interest Accrual

Period is expected to be approximately 4.610% per annum. With respect to the

Class II-A Certificates and the Class R Certificates, the Net WAC Rate of the

<PAGE>

Group II Loans. For federal income tax purposes, however, the Class II-A

Certificates and the Class R Certificates will bear interest at a rate

equivalent to the foregoing, expressed as the weighted average of the

Pass-Through Rate on Uncertificated REMIC I Regular Interest II-B, weighted on

the basis of the Uncertificated Principal Balance of such Uncertificated REMIC I

Regular Interest immediately preceding the related Distribution Date. The

Pass-Through Rate on the Class II-A Certificates and Class R Certificates with

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

4.916% per annum. With respect to the Class III-A Certificates, the Net WAC Rate

of the Group III Loans. For federal income tax purposes, however, the Class

III-A Certificates will bear interest at a rate equivalent to the foregoing,

expressed as the weighted average of the Pass-Through Rate on Uncertificated

REMIC I Regular Interest III-B, weighted on the basis of the Uncertificated

Principal Balance of such Uncertificated REMIC I Regular Interest immediately

preceding the related Distribution Date. The Pass-Through Rate on the Class

III-A Certificates with respect to the first Interest Accrual Period is expected

to be approximately 4.611% per annum. With respect to the Class M Certificates

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

Group I Loans, Group II Loans and Group III Loans, weighted on the basis of the

Group I Subordinate Amount, Group II Subordinate Amount and Group III

Subordinate Amount, respectively. 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 4.688% per annum. For federal income tax purposes,

however, the Class M Certificates and Class B Certificates will bear interest at

a rate equivalent to the foregoing, expressed as the weighted average of the

Uncertificated REMIC I Pass-Through Rates on Uncertificated REMIC I Regular

Interests I-A, II-A, and III-A, weighted on the basis of the Uncertificated

Principal Balance of each such Uncertificated REMIC I Regular Interest

immediately preceding the related Distribution Date, provided that, for purposes

of such weighted average, the Uncertificated REMIC I Pass-Through Rate of each

such Uncertificated REMIC I Regular Interest shall be subject to a cap and a

floor equal to the Uncertificated REMIC I Pass-Through Rate of the

Uncertificated REMIC I Regular Interest from the related Loan Group ending with

the designation "B".

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.

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 2010 (unless the Certificate Principal Balances of the related

Senior 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%.

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

foregoing percentages on any Distribution Date as provided in Section

4.02 of this Series Supplement (determined without regard to the proviso

to the definition of "Subordinate Principal Distribution Amount") would

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

of Subordinate Certificates in an amount greater than the remaining

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

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

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

described above, would exactly reduce the Certificate Principal Balance

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

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

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

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

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

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

the reductions in the Prepayment Distribution Percentages of the

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

expressed as an aggregate percentage, shall be allocated among the

Non-Maturing Classes in proportion to their respective Recalculated

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

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

of such Distribution Date, the Prepayment Distribution Percentage of

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

Distribution Percentage thereof, calculated in accordance with the

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

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

the related Adjustment Percentage.

Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by

Residential Funding or the Company for a Deleted Mortgage Loan which must, on

the date of such substitution, as confirmed in an Officers' Certificate

delivered to the Trustee, with a copy to the Custodian,

<PAGE>

(i) have an outstanding principal balance, after deduction of the

principal portion of the monthly payment due in the month of

substitution (or in the case of a substitution of more than one

Mortgage Loan for a Deleted Mortgage Loan, an aggregate

outstanding principal balance, after such deduction), not in

excess of the Stated Principal Balance of the Deleted Mortgage

Loan (the amount of any shortfall to be deposited by Residential

Funding in the Custodial Account in the month of substitution);

(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and

not more than 1% per annum higher than the Mortgage Rate and Net

Mortgage Rate, respectively, of the Deleted Mortgage Loan as of

the date of substitution;

(iii) have a Loan-to-Value Ratio at the time of substitution no higher

than that of the Deleted Mortgage Loan at the time of

substitution;

(iv) have a remaining term to stated maturity not greater than (and

not more than one year less than) that of the Deleted Mortgage

Loan;

(v) have a Mortgage Rate that adjusts with the same frequency and

based upon the same Index as that of the Deleted Mortgage Loan;

(vi) have a Note Margin not less than that of the Deleted Mortgage

Loan;

(vii) have a Periodic Rate Cap that is equal to that of the Deleted

Mortgage Loan;

(viii) have an Initial Rate Cap that is not less than that of the

Deleted Mortgage Loan;

(ix) have a next Adjustment Date no later than that of the Deleted

Mortgage Loan;

(x) have a Maximum Rate no less than that of the Deleted Mortgage

Loan;

(xi) have a Minimum Rate no less than that of the Deleted Mortgage

Loan; and

(xii) comply with each representation and warranty set forth in

Sections 2.03 and 2.04 hereof and Section 4 of the Assignment

Agreement.

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.

REMIC I: The segregated pool of assets related to this Series, with

respect to which a REMIC election is to be made (except as provided below)

pursuant to this Agreement, consisting of:

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

securing such Mortgage Loans,

<PAGE>

(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-I Certificates.

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

REMIC I Subordinate Balance Ratio: The ratio among the principal

balances of each of the Uncertificated REMIC I Regular Interests ending with the

designation "A," equal to the ratio among: (1) the Group I Subordinate Amount,

(2) the Group II Subordinate Amount, and (3) the Group III Subordinate Amount.

REMIC II: The segregated pool of assets consisting of the Uncertificated

REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of

the holders of the Class I-A-1, Class I-A-2, Class I-A-3, Class II-A, Class

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

Class R-II Certificates pursuant to Section 10.04, with respect to which a

separate REMIC election is to be made. The REMIC election with respect to REMIC

II specifically excludes the Initial Monthly Payment Fund.

REMIC II Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3,

Class II-A, Class III-A, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,

Class B-3 and Class R-II Certificates.

Senior Accelerated Distribution Percentage: With respect to any

Distribution Date occurring on or prior to the 84th Distribution Date and, with

respect to any Loan Group, 100%. With respect to any Distribution Date

thereafter and any such Loan Group, as follows:

(i) for any Distribution Date after the 84th Distribution Date but on

or prior to the 96th Distribution Date, the related Senior

Percentage for such Distribution Date plus 70% of the related

Subordinate Percentage for such Distribution Date;

(ii) for any Distribution Date after the 96th Distribution Date but on

or prior to the 108th Distribution Date, the related Senior

Percentage for such Distribution Date plus 60% of the related

Subordinate Percentage for such Distribution Date;

<PAGE>

(iii) for any Distribution Date after the 108th Distribution Date but

on or prior to the 120th Distribution Date, the related Senior

Percentage for such Distribution Date plus 40% of the related

Subordinate Percentage for such Distribution Date;

(iv) for any Distribution Date after the 120th Distribution Date but

on or prior to the 132nd Distribution Date, the related Senior

Percentage for such Distribution Date plus 20% of the related

Subordinate Percentage for such Distribution Date; and

(v) for any Distribution Date thereafter, the Senior Percentage for

such Distribution Date.

Any scheduled reduction, as described in the preceding paragraph, shall

not be made as of any Distribution Date unless:

(a) the outstanding principal balance of the Mortgage Loans in

all three Loan Groups delinquent 60 days or more averaged over the last

six months, as a percentage of the aggregate outstanding Certificate

Principal Balance of the Subordinate Certificates, is less than 50% and

(b) Realized Losses on the Mortgage Loans in all three Loan

Groups to date for such Distribution Date, if occurring during the

eighth, ninth, tenth, eleventh or twelfth year, or any year thereafter,

after the Closing Date, are less than 30%, 35%, 40%, 45% or 50%,

respectively, of the sum of the Initial Certificate Principal Balances

of the Subordinate Certificates.

Notwithstanding the foregoing, if (a) the weighted average of the

Subordinate Percentages for all three Loan Groups is equal to or in excess of

twice the initial weighted average of the Subordinate Percentages for all three

Loan Groups, (b) the outstanding principal balance of the Mortgage Loans in all

three Loan Groups delinquent 60 days or more averaged over the last six months,

as a percentage of the aggregate outstanding Certificate Principal Balance of

the Subordinate Certificates, does not exceed 50% and (c)(i) prior to the

Distribution Date in March 2008, cumulative Realized Losses on the Mortgage

Loans in all three Loan Groups do not exceed 20% of the sum of the initial

Certificate Principal Balances of the Subordinate Certificates, and (ii)

thereafter, cumulative Realized Losses on the Mortgage Loans in all three Loan

Groups do not exceed 30% of the sum of the initial Certificate Principal

Balances of the Subordinate Certificates, then (A) on any Distribution Date

prior to the Distribution Date in March 2008, each Senior Accelerated

Distribution Percentage for such Distribution Date will equal the related Senior

Percentage for that Distribution Date plus 50% of the related Subordinate

Percentage for such Distribution Date, and (B) on any Distribution Date on or

after the Distribution Date in March 2008, each Senior Accelerated Distribution

Percentage for that Distribution Date will equal the related Senior Percentage

for that Distribution Date.

Notwithstanding the foregoing, on any Distribution Date on which the

weighted average of the initial Group I Senior Percentage, Group II Senior

Percentage and Group III Senior Percentage, weighted on the basis of the Stated

Principal Balances of the Mortgage Loans in the related Loan Group, exceeds the

weighted average of the initial Group I Senior Percentage, Group II Senior

Percentage and Group III Senior Percentage (calculated on such basis), each of

the Senior Accelerated Distribution Percentages for such Distribution Date will

equal 100%.

<PAGE>

Notwithstanding the foregoing, upon reduction of the Certificate

Principal Balances of the related Senior Certificates to zero, the related

Senior Accelerated Distribution Percentage will equal 0%.

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 Percentage: The Group I Senior Percentage with respect to Loan

Group I, the Group II Senior Percentage with respect to Loan Group II or the

Group III Senior Percentage with respect to Loan Group III.

Senior Principal Distribution Amount: The Group I Senior Principal

Distribution Amount, Group II Senior Principal Distribution Amount or Group III

Senior Principal Distribution Amount.

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

$8, 856,515 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

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 32.6%

(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

(or, with respect to a Cooperative Loan, the related Cooperative Apartment)

located in the State of California.

<PAGE>

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 Amount: The Group I Subordinate Amount, the Group II

Subordinate Amount or the Group III Subordinate Amount, as applicable.

Subordinate Principal Distribution Amount: With respect to any

Distribution Date and Loan Group and each Class of Subordinate Certificates, (a)

the sum of (i) the product of (x) the Class's pro rata share, based on the

Certificate Principal Balance of each such Class then outstanding, and (y) the

aggregate of the amounts calculated for such Distribution Date under clauses

(1), (2) and (3) of Section 4.02(a)(ii)(A) of this Series Supplement (without

giving effect to the related Senior Percentage) to the extent not payable to the

related 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)(B)(b)

of this Series Supplement (without giving effect to the related Senior

Accelerated Distribution Percentage) to the extent such collections are not

otherwise distributed to the related 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 to the extent not payable

to the Senior Certificates; and (iv) 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 related Capitalization Reimbursement Amount for such Distribution Date,

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 related Classes of Class A Certificates

and the related Subordinate Amount, without giving effect to any reductions for

the Capitalization Reimbursement Amount.

Trust Fund: REMIC I, REMIC II and the Initial Monthly Payment Fund.

Uncertificated Accrued Interest: With respect to each Uncertificated

REMIC I Regular Interest on each Distribution Date, an amount equal to one

month's interest at the related Uncertificated REMIC I Pass-Through Rate, on the

Uncertificated Principal Balance of such Uncertificated REMIC I Regular

Interest. Uncertificated Accrued Interest on the Uncertificated REMIC I Regular

Interests will be reduced by any Prepayment Interest Shortfalls and Relief Act

Interest Shortfalls, allocated among such Uncertificated REMIC I Regular

Interests pro rata.

Uncertificated Principal Balance: The principal amount of any

Uncertificated REMIC I Regular Interest outstanding as of any date of

determination. The Uncertificated Principal Balance of each Uncertificated REMIC

I Regular Interest shall be reduced by all distributions of principal made on,

and allocation of Realized Losses to, such Uncertificated REMIC I Regular

Interest on such Distribution Date. The Uncertificated Principal Balance of each

Uncertificated REMIC I Regular Interest shall never be less than zero.

<PAGE>

Uncertificated REMIC I Regular Interests: The Uncertificated partial

undivided beneficial ownership interests in REMIC I, designated as

Uncertificated REMIC I Regular Interests I-A, I-B, II-A, II-B, III-A, III-B,

III-ZZZ and R-II, each having an Uncertificated Principal Balance as specified

herein and bearing interest at a rate equal to the related Uncertificated REMIC

I Pass-Through Rate.

Uncertificated REMIC I Pass-Through Rate: With respect to each of the

Uncertificated REMIC I Regular Interests I-A, II-A, III-A and ZZZ, the weighted

average of the Net Mortgage Rates of the Mortgage Loans, weighted on the basis

of the respective Stated Principal Balances of each such Mortgage Loan as of the

beginning of the Due Period immediately preceding the related Distribution Date.

With respect to Uncertificated REMIC I Regular Interest I-B, the Net WAC Rate of

the Group I Loans. With respect to Uncertificated REMIC I Regular Interests II-B

and R-II, the Net WAC Rate of the Group II Loans. With respect to Uncertificated

REMIC I Regular Interest III-B, the Net WAC Rate of the Group III Loans.

Uncertificated REMIC I Regular Interest Distribution Amount: With

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

distributed on the Uncertificated REMIC I Regular Interests for such

Distribution Date pursuant to Section 10.04(a).

Underwriter: Bear, Stearns & Co. Inc.

-----------

Section 1.02 Use of Words and Phrases.

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

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

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

corresponding Articles, Sections and Subsections in the Pooling and Servicing

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

plural.

<PAGE>

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

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

Terms)

(a) 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). In connection with such transfer and assignment,

the Company does hereby deliver to the Trustee the Certificate Policy (as

defined in the Series Supplement), if any. 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 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 Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as

defined in the Indiana House Enrolled Act No. 1229, effective as of January 1,

2005.

(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 Exhibits One, Two and Three hereto with

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

in Loan Group I, Loan Group II and Loan Group III, respectively, 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), hybrid adjustable-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;

<PAGE>

(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

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 2.7% of the Group I Loans by aggregate Stated Principal

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

located in any one zip code area in Illinois, no more than 2.7%of the

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

Date are secured by Mortgaged Properties located in any one zip code

area in California and no more than 1.2% of the Group III Loans, by

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

Mortgaged Properties located in any one zip code area in the Georgia,

and no more than 1.9% of the Group I Loans are secured by Mortgaged

Properties located in any one zip code area outside Illinois, no more

than 1.5% of the Group II Loans are secured by Mortgaged Properties

located in any one zip code area outside California and no more than

1.1% of the Group III Loans, by aggregate Stated Principal Balance as of

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

zip code area outside the California;

(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 34.1% of the Group I Loans, no more than 32.0% of the Group

II Loans and no more than 11.9% of the Group III Loans, by aggregate

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

a reduced loan documentation program;

<PAGE>

(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 Group I Loans, the Group II Loans or the Group III Loans as

of the Cut-off Date are Buydown Mortgage Loans;

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

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

1.860G-2(a)(1);

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

Mortgage Loan and is valid and binding and remains in full force and

effect, unless the Mortgaged Properties are located in the State of Iowa

and an attorney's certificate has been provided as described in the

Program Guide;

(xiv) Two Mortgage Loans, representing approximately 1.6% of the Group II

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

<PAGE>

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.

Section 2.04 Representations and Warranties of Sellers.

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

The Company, as assignee of Residential Funding under the Assignment

Agreement, hereby assigns to the Trustee for the benefit of Certificateholders

all of its right, title and interest in respect of the Assignment Agreement and

each Seller's Agreement (to the extent assigned to the Company pursuant to the

Assignment Agreement) applicable to a Mortgage Loan. Insofar as the Assignment

Agreement or the Company's rights under such Seller's Agreement relate to the

representations and warranties made by Residential Funding or the related Seller

in respect of such Mortgage Loan and any remedies provided thereunder for any

breach of such representations and warranties, such right, title and interest

may be enforced by the Master Servicer on behalf of the Trustee and the

Certificateholders. Upon the discovery by the Company, the Master Servicer, the

Trustee or any Custodian of a breach of any of the representations and

warranties made in a Seller's Agreement that have been assigned to the Trustee

pursuant to this Section 2.04 or of a breach of any of the representations and

warranties made in the Assignment Agreement (which, for purposes hereof, will be

deemed to include any other cause giving rise to a repurchase obligation under

the Assignment Agreement) in respect of any Mortgage Loan which materially and

adversely affects the interests of the Certificateholders in such 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). The

Master Servicer shall promptly notify the related Seller or Residential Funding,

as the case may be, of such breach and request that such Seller or Residential

Funding, as the case may be, either (i) cure such breach in all material

respects within 90 days from the date the Master Servicer was notified of such

breach 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 in the case of

a breach under the Assignment Agreement Residential Funding 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 breach 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, repurchase or substitution must occur within 90 days from the date the

breach was discovered. If the breach of representation and warranty that gave

rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to

Section 4 of the Assignment Agreement was the representation and warranty set

forth in clause (xxxi) of Section 4 thereof, then the Master Servicer shall

request that Residential Funding pay to the Trust Fund, concurrently with and in

addition to the remedies provided in the preceding sentence, an amount equal to

any liability, penalty or expense that was actually incurred and paid out of or

on behalf of the Trust Fund, and that directly resulted from such breach, or if

incurred and paid by the Trust Fund thereafter, concurrently with such payment.

In the event that Residential Funding elects to substitute a Qualified

Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this

Section 2.04, Residential Funding shall deliver to the Trustee for the benefit

of the Certificateholders with respect to such Qualified Substitute Mortgage

Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the

Mortgage in recordable form if required pursuant to Section 2.01, and such other

documents and agreements as are required by Section 2.01, with the Mortgage Note

endorsed as required by Section 2.01. No substitution will be made in any

calendar month after the Determination Date for such month. Monthly Payments due

with respect to Qualified Substitute Mortgage Loans in the month of substitution

shall not be part of the Trust Fund and will be retained by the Master Servicer

<PAGE>

and remitted by the Master Servicer to Residential Funding on the next

succeeding Distribution Date. For the month of substitution, distributions to

the Certificateholders will include the Monthly Payment due on a Deleted

Mortgage Loan for such month and thereafter Residential Funding shall be

entitled to retain all amounts received in respect of such Deleted Mortgage

Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan

Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the

Schedule of Discount Fractions, for the benefit of the Certificateholders to

reflect the removal of such Deleted Mortgage Loan and the substitution of the

Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall

deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan

was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the

Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans

shall be subject to the terms of this Agreement and the related Subservicing

Agreement in all respects, the related Seller shall be deemed to have made the

representations and warranties with respect to the Qualified Substitute Mortgage

Loan contained in the related Seller's Agreement as of the date of substitution,

insofar as Residential Funding's rights in respect of such representations and

warranties are assigned to the Company pursuant to the Assignment Agreement, and

the Company and the Master Servicer shall be deemed to have made with respect to

any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,

the covenants, representations and warranties set forth in this Section 2.04, in

Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master

Servicer shall be obligated to repurchase or substitute for any Qualified

Substitute Mortgage Loan as to which a Repurchase Event (as defined in the

Assignment Agreement) has occurred pursuant to Section 4 of the Assignment

Agreement.

In connection with the substitution of one or more Qualified Substitute

Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will

determine the amount (if any) by which the aggregate principal balance of all

such Qualified Substitute Mortgage Loans as of the date of substitution is less

than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans

(in each case after application of the principal portion of the Monthly Payments

due in the month of substitution that are to be distributed to the

Certificateholders in the month of substitution). Residential Funding shall

deposit the amount of such shortfall into the Custodial Account on the day of

<PAGE>

substitution, without any reimbursement therefor. Residential Funding shall give

notice in writing to the Trustee of such event, which notice shall be

accompanied by an Officers' Certificate as to the calculation of such shortfall

and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that

such substitution will not cause (a) any federal tax to be imposed on the Trust

Fund, including without limitation, any federal tax imposed on "prohibited

transactions" under Section 860F(a)(1) of the Code or on "contributions after

the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any

REMIC to fail to qualify as such at any time that any Certificate is

outstanding.

It is understood and agreed that the obligation of the Seller or

Residential Funding, as the case may be, to cure such breach or purchase (or in

the case of Residential Funding to substitute for) such Mortgage Loan as to

which such a breach has occurred and is continuing and to make any additional

payments required under the Assignment Agreement in connection with a breach of

the representation and warranty in clause (xxxi) of Section 4 thereof shall

constitute the sole remedy respecting such breach available to the

Certificateholders or the Trustee on behalf of Certificateholders. If the Master

Servicer is Residential Funding, then the Trustee shall also have the right to

give the notification and require the purchase or substitution provided for in

the second preceding paragraph in the event of such a breach of a representation

or warranty made by Residential Funding in the Assignment Agreement. In

connection with the purchase of or substitution for any such Mortgage Loan by

Residential Funding, the Trustee shall assign to Residential Funding all of the

Trustee's right, title and interest in respect of the Seller's Agreement and the

Assignment Agreement applicable to such Mortgage Loan.

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.

ARTICLE III

<PAGE>

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

(SEE ARTICLE III OF THE STANDARD TERMS)

<PAGE>

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

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

Section 4.02 Distributions.

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

Trustee or (y) the Paying Agent appointed by the Trustee, shall

distribute, to the Master Servicer, in the case of a distribution

pursuant to Section 4.02(a)(iii) below, the amount required to be

distributed to the Master Servicer or a Sub-Servicer pursuant to Section

4.02(a)(iii) below, and to each Certificateholder of record on the next

preceding Record Date (other than as provided in Section 9.01 respecting

the final distribution), either (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 shall be based on the aggregate of the Percentage Interests

represented by Certificates of the applicable Class held by such Holder)

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 related Available Distribution Amount:

(i) (X) from the Available Distribution Amount related to the Group I Loans,

to the Group I Certificates, on a pro rata basis based on the Accrued

Certificate Interest payable on such Classes of 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 "Group I Senior

Interest Distribution Amount");

(Y) from the Available Distribution Amount related to the

Group II Loans, to the Group II Certificates, on a pro rata basis based

on Accrued Certificate Interest payable on such Classes of 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 "Group II

Senior Interest Distribution Amount"); and

(Z) from the Available Distribution Amount related to the

Group III Loans, to the Group III Certificates, on a pro rata basis

based on Accrued Certificate Interest payable on such Classes of

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

"Group II Senior Interest Distribution Amount"); and

<PAGE>

(ii) (X) to the related Senior Certificates, in the priorities and amounts

set forth in Section 4.02(b)(i) through Section 4.02(e), the sum of the

following (applied to reduce the Certificate Principal Balances of such

Senior Certificates, as applicable):

(A) the related Senior Percentage for such Distribution Date times the sum

of the following:

(1) the principal portion of each Monthly Payment due during the related Due

Period on each Outstanding Mortgage Loan in the related Loan Group,

whether or not received on or prior to the related Determination Date,

minus the principal portion of any related Debt Service Reduction which

together with other Bankruptcy Losses exceeds the Bankruptcy Amount;

(2) the Stated Principal Balance of any Mortgage Loan in the related Loan

Group 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

State Principal Balance of the Mortgage Loans in the related Loan Group

purchased pursuant to Section 9.01 of the Standard Terms and this Series

Supplement in connection with such Distribution Date, if applicable, and

the amount of any shortfall deposited in the Custodial Account in

connection with the substitution of a Deleted Mortgage Loan from the

related Loan Group 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; and

(3) the principal portion of all other unscheduled collections with respect

to the related Loan Group (other than Principal Prepayments in Full and

Curtailments and amounts received in connection with a Cash Liquidation

or REO Disposition of a Mortgage Loan in such Loan Group described in

Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including without

limitation any related Insurance Proceeds, Liquidation Proceeds and REO

Proceeds) 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;

(B) with respect to each Mortgage Loan in the related Loan Group 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 related Senior Percentage for such Distribution Date times

the Stated Principal Balance of such Mortgage Loan and (b) the related

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;

<PAGE>

Distribution Date times the aggregate of all Principal Prepayments in

Full received in the related Prepayment Period and Curtailments with

respect to the related Loan Group received in the preceding calendar

month;

(D) any amounts described in subsection (ii), 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 (D) to the extent that such amounts are not

attributable to Realized Losses which have been allocated to the

Subordinate Certificates;

(E) to the Holders of the Group I Certificates, Group II Certificates or the

Group III Certificates, as applicable, amounts required to be

distributed pursuant to Section 4.02(c); minus

(F) the related 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 in the related Loan Group,

multiplied by a fraction, the numerator of which is the related 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 related Classes of Class A Certificates and the related

Subordinate Amount without giving effect to any reductions for the

related 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 the

Subordinate Principal Distribution Amount derived from each Loan Group

for such Class of Certificates for such Distribution Date, 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 the

Subordinate Principal Distribution Amount derived from each Loan Group

for such Class of Certificates for such Distribution Date, 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 the

Subordinate Principal Distribution Amount derived from each Loan Group

for such Class of Certificates for such Distribution Date, 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 the

Subordinate Principal Distribution Amount derived from each Loan Group

for such Class of Certificates for such Distribution Date, 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 the

Subordinate Principal Distribution Amount derived from each Loan Group

for such Class of Certificates for such Distribution Date, applied in

reduction of the Certificate Principal Balance of the Class B-2

Certificates;

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

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

Subordinate Principal Distribution Amount derived from each Loan Group

for such Class of Certificates for such Distribution Date, 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 for the related Loan Group 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

<PAGE>

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

for each Loan Group remaining after the Senior Certificates have been

retired, applied to reduce the Certificate Principal Balance of each

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

outstanding Certificate Principal Balance of each such Class of

Subordinate Certificates; and

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

Distribution Amount for each Loan Group.

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:

(i) the Group I Senior Principal Distribution Amount shall be distributed to

the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, concurrently

on a pro rata basis, until the Certificate Principal Balances thereof

have been reduced to zero;

(ii) the Group II Senior Principal Distribution Amount shall be distributed,

concurrently on a pro rata basis, to the Class R-I Certificates and

Class R-II Certificates, until the Certificate Principal Balances

thereof have been reduced to zero;

(iii) the balance of the Group II Senior Principal Distribution Amount

remaining after the distribution, if any, described in clause (ii) above

shall be distributed to the Class II-A Certificates, until the

Certificate Principal Balance thereof has been reduced to zero; and

(iv) the Group III Senior Principal Distribution Amount shall be distributed

to the Class III-A Certificates, until the Certificate Principal Balance

thereof has been reduced to zero;

<PAGE>

the reduction of the Certificate Principal Balances of any of the Group

I, Group II or Group III Certificates to zero, the remaining Group I,

Group II or Group III Certificates, as applicable, will be entitled to

receive, on a pro rata basis, based on the Certificate Principal

Balances of the related Certificates, in addition to any Principal

Prepayments in Full and Curtailments related to such Certificates'

respective Loan Group, 100% of the Principal Prepayments in Full and

Curtailments on the Mortgage Loans in the Loan Group related to the

Certificates that have been reduced to zero, and in accordance with the

priorities set forth in clause 4.02(b) above, and in reduction of the

Certificate Principal Balances thereof, on any Distribution Date unless

(i) the weighted average of the initial Subordinate Percentages for each

Loan Group, weighted on the basis of the Stated Principal Balances of

the Mortgage Loans in the related Loan Group, is at least two times the

weighted average of the initial Subordinate Percentages for each Loan

Group (calculated on such basis) and (ii) the outstanding principal

balance of the Mortgage Loans in each Loan Group delinquent 60 days or

more averaged over the last six months, as a percentage of the aggregate

outstanding Certificate Principal Balance of the Class M Certificates

and Class B Certificates, is less than 50%. In addition, on any

Distribution Date prior to the Credit Support Depletion Date on which

the aggregate Certificate Principal Balance of any of the Group I, Group

II or Group III Certificates, as applicable, is greater than the

aggregate Stated Principal Balance of the Mortgage Loans in the related

Loan Group in each case after giving effect to distributions to be made

on such Distribution Date, (1) 100% of the Principal Prepayments in Full

and Curtailments allocable on a pro rata basis to the Class M

Certificates and Class B Certificates on the Mortgage Loans in the other

Loan Groups will be distributed to such Class or Classes of Group I,

Group II or Group III Certificates, as applicable, and in accordance

with the priorities set forth in clause 4.02(b) above, and in reduction

of the Certificate Principal Balances thereof, until the aggregate

Certificate Principal Balance of such Class or Classes of Certificates

equals the aggregate Stated Principal Balance of the Mortgage Loans in

the related Loan Group, and (2) an amount equal to one month's interest

at the applicable Pass-Through Rate for such Class or Classes of

Certificates on the amount of such difference will be distributed from

the Available Distribution Amount for the other Loan Groups allocable on

a pro rata basis to the Class M Certificates and Class B Certificates

first to pay any unpaid interest on such Class or Classes of

Certificates and then to pay principal on such Classes in the manner

described in (1) above.

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

Certificates in a certificate group to zero but prior to the Credit

Support Depletion Date, the related Senior Certificates will be entitled

to no further distributions of principal thereon and the related

Available Distribution Amount will be paid solely to the holders of the

Subordinate Certificates, in each case as described herein.

(e) On or after the occurrence of the Credit Support Depletion Date, all

priorities relating to distributions as described in clauses Section

4.02(b) above in respect of principal among the various classes of

Senior Certificates will be disregarded, and (i) the applicable Senior

Principal Distribution Amount will be distributed to the remaining

Classes of related Senior Certificates pro rata in accordance with their

respective outstanding Certificate Principal Balances, and (ii) the

amount set forth in Section 4.02(a)(i) will be distributed as set forth

therein.

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(f) 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.

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

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

responsible for crediting the amount of such distribution to the

accounts of its Depository Participants in accordance with its normal

procedures. Each Depository Participant shall be responsible for

disbursing such distribution to the Certificate Owners that it

represents and to each indirect participating brokerage firm (a

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

be responsible for disbursing funds to the Certificate Owners that it

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

or the Master Servicer shall have any responsibility therefor.

(h) 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 prior calendar month. 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).

<PAGE>

Section 4.03 Statements to Certificateholders; Statements to Rating Agencies;

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

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

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

Section 4.05 Allocation of Realized Losses.

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

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

Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation

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

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

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

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

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

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

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

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

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

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

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

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

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

Certificates until the Certificate Principal Balance thereof has been reduced to

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

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

(A) in the case of a Group I Loan, to the Group I Certificates in the case of

the principal portion of such loss and in the case of the interest portion of

such loss, except that Realized Losses otherwise allocable to the Class I-A-2

Certificates, will be allocated to the Class I-A-3 Certificates, until the

Certificate Principal Balance of the Class I-A-3 Certificates has been reduced

to zero, (B) in the case of a Group II Loan, among the Group II Certificates in

the case of the principal portion of such loss on a pro rata basis, and among

the Group II Certificates in the case of the interest portion of such loss on a

pro rata basis, and (C) in the case of a Group III Loan, to the Group III

Certificates in the case of the principal portion of such loss and in the case

of the interest portion of such loss (subject to Section 4.02(c)), as described

below. The Group I Senior Percentage, Group II Senior Percentage or Group III

Senior Percentage (as applicable) of any Excess Special Hazard Losses, Excess

Bankruptcy Losses, Excess Fraud Losses or Extraordinary Losses on the Mortgage

Loans will be allocated (A) in the case of a Group I Loan, to the Group I

Certificates in the case of the principal portion of such loss and in the case

of the interest portion of such loss, (B) in the case of a Group II Loan, among

the Group II Certificates in the case of the principal portion of such loss on a

pro rata basis, and among the Group II Certificates in the case of the interest

portion of such loss, on a pro rata basis, and (C) in the case of a Group III

Loan, to the Group III Certificates in the case of the principal portion of such

loss and in the case of the interest portion of such loss; and the remainder of

such Realized Losses will be allocated among the Class M Certificates and Class

B Certificates, on a pro rata basis. The portion allocated to the Class M

Certificates and Class B Certificates will be based on each Certificates'

interest in the related Loan Group.

<PAGE>

On any Distribution Date, Realized Losses will be allocated as set forth

herein after distributions of principal on the Certificates as set forth herein.

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

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

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

Certificates on the basis of their then outstanding Certificate Principal

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

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

Accrued Certificate Interest thereon payable on such Distribution Date (without

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

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

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

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

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

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

that no such reduction shall reduce the aggregate Certificate Principal Balance

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

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

Debt Service Reductions) to the Subordinate Certificates then outstanding with

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

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

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

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

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

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

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

resulting from an interest rate reduction in connection with a Servicing

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

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

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

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

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

evidenced thereby.

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

Section 4.06 of the Standard Terms).

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

the Standard Terms).

<PAGE>

ARTICLE V

THE CERTIFICATES

(SEE ARTICLE V OF THE STANDARD TERMS)

<PAGE>

ARTICLE VI

THE COMPANY AND THE MASTER SERVICER

(SEE ARTICLE VI OF THE STANDARD TERMS)

<PAGE>

ARTICLE VII

DEFAULT

(SEE ARTICLE VII OF THE STANDARD TERMS)

<PAGE>

ARTICLE VIII

CONCERNING THE TRUSTEE

<PAGE>

(SEE ARTICLE VIII OF THE STANDARD TERMS)

ARTICLE IX

TERMINATION

Section 9.01 Optional Purchase by Residential Funding of All

Certificates; Termination Upon Purchase by Residential

Funding or Liquidation of All Mortgage Loans.

(a) Subject to Section 9.02, the respective obligations and responsibilities

of the Company, the Master Servicer and the Trustee created hereby in

respect of the Certificates (other than the obligation of the Trustee to

make certain payments after the Final Distribution Date to

Certificateholders and the obligation of the Company to send certain

notices as hereinafter set forth) shall terminate upon the last action

required to be taken by the Trustee on the Final Distribution Date

pursuant to this Article IX following the earlier of:

(i) the later of the final payment or other liquidation (or any Advance with

respect thereto) of the last Mortgage Loan remaining in the Trust Fund

or the disposition of all property acquired upon foreclosure or deed in

lieu of foreclosure of any Mortgage Loan, or

(ii) the purchase by Residential Funding of all Mortgage Loans and all

property acquired in respect of any Mortgage Loan remaining in the Trust

Fund at a price equal to 100% of the unpaid principal balance of each

Mortgage Loan or, if less than such unpaid principal balance, the fair

market value of the related underlying property of such Mortgage Loan

with respect to Mortgage Loans as to which title has been acquired if

such fair market value is less than such unpaid principal balance on the

day of repurchase plus unpaid accrued interest thereon at the Mortgage

Rate (or Modified Mortgage Rate in the case of any Modified Mortgage

Loan) from the Due Date to which interest was last paid by the Mortgagor

to, but not including, the first day of the month in which such

repurchase price is distributed, provided, however, that in no event

shall the trust created hereby continue beyond the expiration of 21

years from the death of the last survivor of the descendants of Joseph

P. Kennedy, the late ambassador of the United States to the Court of St.

James, living on the date hereof and provided further that the purchase

price set forth above shall be increased as is necessary, as determined

by the Master Servicer, to avoid disqualification of any portion of any

REMIC formed under the Series Supplement as a REMIC. The purchase price

paid by Residential Funding shall also include any amounts owed by

Residential Funding pursuant to Section 4 of the Assignment Agreement in

respect of any liability, penalty or expense that resulted from a breach

of the representation and warranty set forth in clause (xxxi) of such

Section that remain unpaid on the date of such purchase.

The right of Residential Funding to purchase all the assets of the Trust

Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal

Balance as of the Final Distribution Date, prior to giving effect to

distributions to be made on such Distribution Date, being less than ten percent

of the Cut-off Date Principal Balance of the Mortgage Loans. If such right is

exercised by Residential Funding, the Master Servicer shall be entitled to

reimbursement for the full amount of any unreimbursed Advances theretofore made

<PAGE>

by it with respect to the Mortgage Loans, pursuant to Section 3.10. In addition,

the Master Servicer shall provide to the Trustee the certification required by

Section 3.15 and the Trustee and any Custodian shall, promptly following payment

of the purchase price, release to Residential Funding the Mortgage Files

pertaining to the Mortgage Loans being purchased.

In addition to the foregoing, on any Distribution Date on which the Pool

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

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

Balance of the Mortgage Loans, Residential Funding shall have the right, at its

option, to purchase the Certificates in whole, but not in part, at a price equal

to the outstanding Certificate Principal Balance of such Certificates plus the

sum of Accrued Certificate Interest thereon for the related Interest Accrual

Period and any previously unpaid Accrued Certificate Interest.

(b) - (f) (See Section 9.01(b) - (f) of the Standard Terms)

Section 9.02 Additional Termination Requirements. (See Section 9.02 of the

Standard Terms)

Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard

Terms)

<PAGE>

ARTICLE X

REMIC PROVISIONS

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

Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification.

(See Section 10.02 of the Standard Terms)

Section 10.03 Designation of REMIC(s).

The REMIC Administrator will make an election to treat the segregated

pool of assets described in the definition of REMIC I (as defined herein), and

subject to this Agreement (including the Mortgage Loans but excluding the

Initial Monthly Payment Fund), as a REMIC for federal income tax purposes. The

REMIC Administrator will make an election to treat the segregated pool of assets

consisting of the Uncertificated REMIC I Regular Interests, and subject to this

Agreement (excluding the Initial Monthly Payment Fund), as a REMIC for federal

income tax purposes.

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

in REMIC I and the Class R-I Certificates will be the sole class of "residual

interests" in REMIC I for purposes of the REMIC Provisions (as defined herein).

The Class I-A-1, Class I-A-2, Class I-A-3, Class II-A, Class III-A,

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

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

the sole class of "residual interests" therein for purposes of the REMIC

Provisions (as defined in the Standard Terms) under federal income tax law.

Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests.

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

itself, as the holder of the Uncertificated REMIC I Regular Interests and to the

holder of the Class R-I Certificate, Uncertificated Accrued Interest on the

Uncertificated REMIC I Regular Interests and Class R-1 Certificate, pro rata,

for such Distribution Date, plus any Uncertificated Accrued Interest thereon

remaining unpaid from any previous Distribution Date.

(b) Distributions of principal from the Group II Loans shall be deemed to be

made to the Uncertificated REMIC I Regular Interest R-II and