EXECUTION COPY

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                        RESIDENTIAL ACCREDIT LOANS, INC.,

                                   as Company,

                        RESIDENTIAL FUNDING CORPORATION,

                          as Certificate Administrator,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,

                                   as Trustee


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                                 TRUST AGREEMENT
                          Dated as of November 26, 2003

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                  Mortgage Trust Certificates, Series 2003-QR19


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<PAGE>



        This TRUST AGREEMENT (this "Agreement"),  dated as of November 26, 2003,
is among  RESIDENTIAL  ACCREDIT  LOANS,  INC.,  a Delaware  corporation,  as the
company  (together with its permitted  successors and assigns,  the  "Company"),
RESIDENTIAL  FUNDING  CORPORATION,   a  Delaware  corporation,   as  certificate
administrator   (together  with  its  permitted   successors  and  assigns,  the
"Certificate  Administrator"),  and DEUTSCHE BANK TRUST COMPANY AMERICAS,  a New
York banking corporation, as Trustee (together with its permitted successors and
assigns, the "Trustee").

                              PRELIMINARY STATEMENT

        The Company intends to sell the Trust  Certificates (as defined herein),
to be issued hereunder in five classes, which in the aggregate will evidence the
entire beneficial  ownership interest in the Underlying  Certificate (as defined
herein).  As provided herein,  the REMIC  Administrator will make an election to
treat the entire  segregated pool of assets described in the definition of Trust
Fund,  as a real estate  mortgage  investment  conduit  for  federal  income tax
purposes,  and such segregated pool of assets will be designated as the "REMIC."
The Class R Certificates  will represent the sole class of "residual  interests"
in the REMIC for  purposes of the REMIC  Provisions  (as defined  herein)  under
federal  income tax law.  The REMIC  Regular  Certificates  (as defined  herein)
represent the "regular  interests" in the REMIC. The "latest  possible  maturity
date" (determined solely for purposes of satisfying  Treasury regulation Section
1.860G-1(a)(4)(iii))  for each  REMIC  Regular  Certificate  shall be the  first
Distribution  Date that  follows  the stated  maturity  date for the  Underlying
Certificate.

        The following table sets forth the designation,  type, Pass-Through Rate
(as defined herein), aggregate initial Certificate Principal Balance (as defined
herein),  initial  ratings  and  certain  other  features of each Class of Trust
Certificate comprising the interests in the Trust Fund (as defined herein).
<TABLE>
<CAPTION>

                                AGGREGATE
                                 INITIAL
                               CERTIFICATE
                 PASS-THROUGH    PRINCIPAL                                              MINIMUM
  DESIGNATION       RATE         BALANCE        FEATURES(1)       MOODY'S/S&P     DENOMINATIONS(2)

<S>      <C>       <C>       <C>                                                     <C>
Class CB-1         5.75%     $ 111,181,562.00    Fixed Rate         Aaa/AAA          $25,000.00
Class CB-2         5.75%     $   25,000,000.00   Fixed Rate         Aaa/AAA          $25,000.00
Class CB-3         5.75%     $   25,200,000.00  Fixed Rate/         Aaa/AAA          $25,000.00
                                                 Accretion
                                                  Directed
Class CB-4         5.75%     $   17,000,000.00     Fixed            Aaa/AAA          $25,000.00
                                                Rate/Accrual
Class R            5.75%     $          100.00     Fixed            Aaa/AAA             (3)
                                               Rate/Residual
</TABLE>

___________
(1) The Class CB  Certificates  shall be  Book-Entry  Certificates.  The Class R
    Certificates shall be delivered to the Holders thereof in physical form.
(2) The  Trust  Certificates,  other  than the  Class R  Certificates,  shall be
    issuable in minimum dollar  denominations as indicated above (by Certificate
    Principal Balance) and integral multiples of $1 in excess thereof.
(3) The Class R Certificates  shall be issuable in minimum  denominations of not
    less than a 20%  Percentage  Interest,  other  than the de  minimis  portion
    transferred to the REMIC Administrator on the Closing Date.

               The Underlying  Certificate has an aggregate principal balance as
 of the Closing Date of $178,381,662.00.

                                       2
<PAGE>

               In  consideration  for its services  hereunder,  the  Certificate
Administrator and the Trustee have been paid an upfront fee.

               All things  necessary to make this Agreement a valid  declaration
of trust by the Company in accordance with its terms have been done.

               In consideration of the premises and the mutual agreements herein
contained,  the Company, the Certificate  Administrator and the Trustee agree as
follows:

                                   ARTICLE I

                                   DEFINITIONS

Section 1.01.  Defined Terms.

               Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

               Accretion Directed Certificates:  The Class CB-3 Certificates.

               Accretion  Termination  Date:  The  earlier  to  occur of (i) the
Distribution  Date on which the aggregate  Certificate  Principal Balance of the
Class CB-3  Certificates  has been  reduced to zero and (ii) the Credit  Support
Depletion Date.

               Accrual  Distribution  Amount:  On each  Distribution  Date on or
prior to the Accretion Termination Date, an amount equal to the aggregate amount
of Accrued  Certificate  Interest on the Class CB-4  Certificates for such date,
which  will be added to the  Certificate  Principal  Balance  of the Class  CB-4
Certificates and that amount will be distributed to the holders of the Accretion
Directed  Certificates  as principal in reduction of the  Certificate  Principal
Balance of the Accretion Directed Certificates.  The amount that is added to the
Certificate  Principal  Balance  of the  Class  CB-4  Certificates  will  accrue
interest at a rate of 5.75% per annum. On each Distribution Date on or after the
Accretion Termination Date, the entire Accrued Certificate Interest on the Class
CB-4 Certificates for that date will be payable to the Holders of the Class CB-4
Certificates  as interest to the extent that  payments are not required to fully
reduce the Accretion Directed  Certificates to zero on the Accretion Termination
Date; provided,  however,  that if the Accretion  Termination Date is the Credit
Support  Depletion  Date, the entire Accrual  Distribution  Amount for that date
will be payable as interest to the holders of the Class CB-4 Certificates.

               Accrued  Certificate  Interest:  With respect to any Distribution
Date, an amount equal to interest  accrued during the related  Interest  Accrual
Period on the Certificate Principal Balance of the Trust Certificates of a Class
immediately  prior to such  Distribution  Date at the related  Pass-Through Rate
less any Class CB Excess Loss Amount with respect to such  Distribution Date and
less such Class' pro rata share of interest shortfalls, if any, allocated to the
Underlying Certificate immediately preceding such Distribution Date; including:

               (1) any Prepayment  Interest  Shortfall to the extent not covered
by the  Master  Servicer  pursuant  to the terms of the  Pooling  and  Servicing
Agreement;

               (2) the  interest  portions of Realized  Losses  allocated to the
Underlying Certificate;

                                       3
<PAGE>

               (3) the  interest  portion  of any  advances  that were made with
respect to delinquencies  on the Mortgage Loans that were ultimately  determined
to be not  recoverable  by the  Servicer  in  accordance  with the  Pooling  and
Servicing Agreement; and

               (4) any  other  interest  shortfalls  on the  Mortgage  Loans not
covered by subordination (as set forth in the Pooling and Servicing  Agreement),
including  interest  shortfalls  relating to the  Soldiers'  and Sailors'  Civil
Relief Act of 1940, or similar legislation or regulations.

               Such interest shortfalls and Class CB Excess Loss Amounts will be
allocated among all of the Trust  Certificates in proportion to their respective
amounts of Accrued Certificate Interest payable on such Distribution Date.

               Accrued Certificate  Interest on each Class of Trust Certificates
will be  calculated  on the basis of a 360 day year  consisting of twelve 30-day
months and will be carried out to at least three decimal places.

     Adverse  REMIC Event:  Shall have the meaning set forth in Section  3.01(f)
hereof.

               Affiliate:  An  "affiliate"  of, or person  "affiliated"  with, a
specific person,  is a person that directly,  or indirectly  through one or more
intermediaries,  controls or is controlled  by, or is under common control with,
the person specified.

     Agreement:  This Trust Agreement and all amendments  hereof and supplements
hereto.

               Available Funds: With respect to any Distribution Date, an amount
equal to the amount received on the Underlying  Certificate on such Distribution
Date less amounts withdrawn pursuant to Section 3.04(ii).

               Book-Entry  Certificate:  Any Trust Certificate registered in the
name of the Depository or its nominee, and designated as such in the Preliminary
Statement hereto.

               Business  Day:  Any day other than (i) a Saturday  or a Sunday or
(ii) a day on which banking  institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Trust Certificate Account are at
the time  located) are required or  authorized  by law or executive  order to be
closed.

               Certificate  Administrator:  Residential Funding Corporation,  in
its capacity as certificate administrator under this Agreement, or any successor
certificate administrator appointed under the terms of this Agreement.

               Certificate Owner: With respect to a Book-Entry Certificate,  the
Person who is the beneficial owner of such Book-Entry Certificate,  as reflected
on the books of an indirect participating  brokerage firm for which a Depository
Participant  acts as agent,  if any, and  otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the Depository.

               Certificate   Principal   Balance:   For  any   Class   of  Trust
Certificates  as of any date of  determination,  an amount  equal to the initial
Certificate  Principal Balance of such Trust  Certificate,  plus, in the case of
the  Class  CB-4  Certificates,   an  amount  equal  to  the  aggregate  Accrued
Certificate  Interest added to the  Certificate  Principal  Balance of the Class
CB-4  Certificates  on each  Distribution  Date  on or  prior  to the  Accretion
Termination  Date,  reduced by the  aggregate  of (a) all amounts  allocable  to
principal previously  distributed with respect to such Trust Certificate and (b)
any reductions in the Certificate  Principal  Balance of such Trust  Certificate
due to  allocations  of the  Class  CB Loss  Amounts  to  such  Class  of  Trust
Certificates.

                                       4
<PAGE>

               Certificate Register: The register maintained pursuant to Section
4.02 hereof which shall provide for the  registration of Trust  Certificates and
of transfers and exchanges of Trust Certificates, as herein provided.

               Certificate Registrar:  The Trustee.

               Certificateholder  or  Holder:  The  person in whose name a Trust
Certificate is registered in the Certificate  Register,  except that, solely for
the purpose of giving any consent or exercising  any Voting  Rights  pursuant to
this Agreement,  any Trust Certificate  registered in the name of the Company or
any Affiliate shall be deemed not to be an Outstanding Certificate or taken into
account when calculating the Voting Rights of any Certificateholder.

               All references  herein to "Holder" or  "Certificateholder"  shall
reflect the rights of Certificate  Owners as they may  indirectly  exercise such
rights through the  Depository  and  participating  members  thereof,  except as
otherwise  specified  herein;  provided,  however,  that  the  Trustee  shall be
required to  recognize as a "Holder" or  "Certificateholder"  only the Person in
whose name a Trust Certificate is registered in the Certificate Register.

     Class:  Collectively,  all of  the  Trust  Certificates  bearing  the  same
designation.

               Class CB  Certificate:  Any one of the Class  CB-1,  Class  CB-2,
Class CB-3,  or Class CB-4  Certificates  executed and  delivered by the Trustee
substantially  in the form annexed  hereto as Exhibit A  evidencing  an interest
designated  as a  "regular  interest"  in the  REMIC for  purposes  of the REMIC
Provisions.

               Class CB Excess Loss Amount:  On the  Distribution  Date on which
the Certificate  Principal Balance of the Class CB Certificates has been reduced
to zero,  the  greater  of zero and the  excess of the Class CB Loss  Amount not
applied  in  reduction  of such  Certificate  Principal  Balance of the Class CB
Certificates over the Accrued Certificate Interest to be paid in respect of such
Class CB Certificates.

               Class CB Loss Amount:  With respect to the Class CB  Certificates
and on each Distribution  Date, the excess of the Certificate  Principal Balance
of the Class CB Certificates over the Underlying  Certificate  Balance,  in each
case after giving effect to distributions on or prior to such Distribution Date.

               Class R Certificate: Any one of the Class R Certificates executed
and delivered hereunder by the Trustee  substantially in the form annexed hereto
as Exhibit B,  evidencing an interest  designated as the "residual  interest" in
the Trust Fund for purposes of the REMIC Provisions.

               Closing Date:  November 26, 2003.

                                       5
<PAGE>

               Code:  The Internal Revenue Code of 1986, as amended.

     Company: Residential Accredit Loans, Inc. or any successors in interest.

     Corporate Trust Office: The principal office of the Trustee at which at any
particular  time its corporate  trust  business  with respect to this  Agreement
shall  be  administered,  which  office  at the  date of the  execution  of this
instrument  is  located at 1761 East St.  Andrew  Place,  Santa Ana,  California
92705-4934, Attention: Residential Funding Corporation Series 2003-QR19.

     Credit Support Depletion Date: The date on which the principal  balances of
the 2003-QS19 Certificates, Class M and Class B, have been reduced to zero.

               Custodial Account:  The custodial account or accounts created and
maintained  pursuant to Section 3.07 of the Pooling and  Servicing  Agreement in
the name of a  depository  institution,  as  custodian  for the  holders  of the
Underlying  Certificate,  for the holders of certain other interests in mortgage
loans  serviced  or  sold  by the  Certificate  Administrator  or  owned  by the
Certificate  Administrator,  into which the amounts set forth in Section 3.07 of
the  Pooling and  Servicing  Agreement  shall be  deposited  directly.  Any such
account or accounts shall be an Eligible Account.

     Definitive Certificate: Any definitive, fully registered Trust Certificate.

               Depository:  The  Depository  Trust  Company,  or  any  successor
Depository  hereafter named. The nominee of the initial  Depository for purposes
of registering those Trust  Certificates that are to be Book-Entry  Certificates
is Cede & Co. The Depository  shall at all times be a "clearing  corporation" as
defined in Section  8-102(a)(5) of the Uniform  Commercial  Code of the State of
New York and a  "clearing  agency"  registered  pursuant  to the  provisions  of
Section 17A of the Exchange Act.

               Depository Participant: A broker, dealer, bank or other financial
institution  or other  Person  for whom from time to time a  Depository  effects
book-entry transfers and pledges of securities deposited with the Depository.

               Distribution  Date:  The 25th day of each month,  or if such 25th
day is not a Business Day, the next succeeding  Business Day,  commencing on the
First 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 Trust  Certificates
have a claim with  respect to the funds in such  account  or a  perfected  first
security interest against any collateral securing such funds that is superior to
claims of any other  depositors or creditors of the depository  institution with
which such account is maintained, or (iii) in the case of the Custodial Account,
a trust account or accounts maintained in the corporate trust department of Bank
One, National Association, or (iv) in the case of the Trust Certificate Account,
a trust account or accounts  maintained in the corporate  trust  division of the


                                       6
<PAGE>

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 Trust Certificate  Account will
not reduce the rating assigned to any Class of Trust Certificates by such Rating
Agency below the lower of the then-current rating or the rating assigned to such
Trust Certificates as of the Closing Date by such Rating Agency).

               Exchange Act:  Securities Exchange Act of 1934, as amended.

     FDIC: The Federal Deposit Insurance Corporation or any successor.

               First Distribution Date:  December 26, 2003.

               Independent: When used with respect to any specified Person, such
a Person who (i) is in fact  independent of the Company,  (ii) does not have any
direct  financial  interest in the Company or in an Affiliate,  and (iii) is not
connected  with the  Company as an  officer,  employee,  promoter,  underwriter,
trustee, partner, director or person performing similar functions.

               Initial Certificate Principal Balance: With respect to each Class
of Trust Certificates,  the Certificate Principal Balance of such Class of Trust
Certificates as of the Closing Date, as set forth in the  Preliminary  Statement
hereto.

               Interest Accrual Period:  With respect to any  Distribution  Date
and for all Classes of Trust  Certificates,  the calendar  month  preceding  the
month in which such Distribution Date occurs.

               Interest  Distribution  Amount:  With respect to any Distribution
Date,  the  aggregate  amount of Accrued  Certificate  Interest  (other than the
Accrual  Distribution  Amount)  to be paid to the  Certificateholders  for  such
Distribution Date.

               Master Servicer: Residential Funding Corporation, in its capacity
as master servicer under the Pooling and Servicing  Agreement,  or any successor
master  servicer  appointed  under  the  terms  of  the  Pooling  and  Servicing
Agreement.

               Maturity Date: With respect to each Class of Trust  Certificates,
the Distribution Date in October of 2033.

     Moody's: Moody's Investors Service, Inc. or any successor thereto.

     Mortgage  Loans:  The mortgage  loans in which the  Underlying  Certificate
evidences a beneficial ownership interest.

     Non-United States Person: Any Person other than a United States Person.

               Notice of Final  Distribution:  With  respect  to the  Underlying
Certificate,  the notice to be provided  pursuant  to the Pooling and  Servicing
Agreement to the effect that final  distribution  on the Underlying  Certificate
shall be made only upon presentation and surrender thereof.

               Notice of  Termination:  Any of the notices  given by the Trustee
pursuant to Section 6.01(b).

                                       7
<PAGE>

               Officer's  Certificate:  A certificate  signed by the Chairman of
the Board,  the President or a Vice President or Assistant Vice President,  or a
Director or Managing Director,  and by the Treasurer,  the Secretary,  or one of
the  Assistant  Treasurers  or  Assistant  Secretaries  of  the  Company  or the
Certificate Administrator,  as the case may be, and delivered to the Trustee, as
required by this Agreement.

               Opinion of Counsel:  A written  opinion of counsel  acceptable to
the  Trustee  and the  Certificate  Administrator,  who may be  counsel  for the
Company or the Certificate  Administrator,  provided that any opinion of counsel
(i) referred to in the definition of "Disqualified  Organization" in the Pooling
and  Servicing  Agreement  or (ii)  relating to the  qualification  of any REMIC
formed  under  the  Pooling  and  Servicing  Agreement,  this  Agreement  or  in
compliance with the REMIC Provisions must,  unless  otherwise  specified,  be an
opinion of Independent counsel.

               Outstanding  Certificates:  With  respect  to any  of  the  Trust
Certificates,   as  of  the  date  of  determination,   all  Trust  Certificates
theretofore executed and delivered under this Agreement except:

               (i) Trust  Certificates  theretofore  canceled  by the Trustee or
delivered to the Trustee for cancellation; and

               (ii) Trust Certificates in exchange for which or in lieu of which
other Trust  Certificates  have been  executed  and  delivered  pursuant to this
Agreement  unless proof  satisfactory  to the Trustee is presented that any such
Trust Certificates are held by a holder in due course.

               Ownership Interest: As to any Trust Certificate, any ownership or
security  interest in such Trust  Certificate,  including  any  interest in such
Trust Certificate as the Holder thereof and any other interest therein,  whether
direct or indirect, legal or beneficial, as owner or as pledgee.

               Pass-Through Rate: For all Classes of Trust Certificates, the per
annum rate set forth in the  Pass-Through  Rate column in the first table in the
Preliminary Statement hereto.

               Percentage Interest: With respect to any Trust Certificate (other
than a Class R Certificate),  the undivided percentage ownership interest in the
related Class evidenced by such Trust  Certificate,  which percentage  ownership
interest shall be equal to the Initial  Certificate  Principal  Balance  thereof
divided by the aggregate Initial Certificate  Principal Balance of all the Trust
Certificates  of the same  Class.  With  respect to a Class R  Certificate,  the
interest  in  distributions  to be made with  respect  to such  Class  evidenced
thereby,  expressed  as a  percentage,  as stated on the face of each such Trust
Certificate.

               Permitted  Transferee:  Any  Transferee  of a Class R Certificate
other  than  (i) the  United  States,  any  state or any  political  subdivision
thereof,  any possession of the United States, or any agency or  instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities  are subject to tax and,  except for the Federal Home Loan
Mortgage  Corporation,  a majority of its board of  directors is not selected by
any  such  governmental   unit),  (ii)  a  foreign   government,   international
organization or any agency or instrumentality of either of the foregoing,  (iii)
an organization (except certain farmers'  cooperatives  described in Section 521
of the Code) which is exempt  from tax imposed by Chapter 1 of the Code  (unless
such  organization  is subject to the tax  imposed by Section 511 of the Code on
unrelated   business  taxable   income),   (iv)  rural  electric  and  telephone


                                       8
<PAGE>

cooperatives  described  in  Section  1381 of the Code,  (v) an  electing  large
partnership  under  Section  775 of the  Code  and  (vi)  any  other  Person  so
designated  by the Trustee  based upon an Opinion of Counsel that the holding of
an  Ownership  Interest  in a Class R  Certificate  by such Person may cause the
Trust  Fund or any Person  having an  Ownership  Interest  in any Class of Trust
Certificates,  other than such Person,  to incur a liability for any tax imposed
under the Code that would not  otherwise  be imposed but for the  Transfer of an
Ownership  Interest in a Class R Certificate  to such Person.  The terms "United
States",  "State" and "international  organization"  shall have the meanings set
forth in Section 7701 of the Code or successor provisions.

               Person: Any individual, corporation,  partnership, joint venture,
association,   joint-stock  company,  trust,   unincorporated   organization  or
government or any agency or political subdivision thereof.

               Pooling and Servicing Agreement: The Series Supplement,  dated as
of October 1, 2003  together  with the Standard  Terms of Pooling and  Servicing
Agreement,  dated as of March 1, 2003,  and attached as Exhibit D hereto,  among
the Company, the Certificate  Administrator,  and the Trustee, as such agreement
is amended from time to time.

               Prepayment  Assumption:  The blended  percentage  of the standard
prepayment  assumption  and  the  constant  prepayment  rate  set  forth  in the
following sentence with respect to the Mortgage Loans. The Prepayment Assumption
assumes a constant  prepayment  rate of the Mortgage  Loans of 8.0% per annum of
the then outstanding principal balance of such Mortgage Loans in the first month
of the life of the mortgage  loans,  increasing by an  additional  0.909091% per
annum in each succeeding month until the twelfth month, and a constant 18.0% per
annum rate of prepayment thereafter for the life of the Underlying Certificate.

               Prepayment  Interest  Shortfall:  As to any Distribution Date and
the Underlying Certificate that received an interest distribution on the related
Distribution  Date that was  reduced  pursuant  to the terms of the  Pooling and
Servicing Agreement because of a principal prepayment in full on a Mortgage Loan
or Mortgage  Loans relating to the  Underlying  Certificate,  the amount of such
reduction.

               Principal  Distribution  Amount: With respect to any Distribution
Date,  the  balance  of  the  Available   Funds   remaining  after  the  Accrual
Distribution Amount and the Interest Distribution Amount have been distributed.

               Rating Agencies:  Moody's and S&P.

               Realized  Losses:   Losses  on  the  Mortgage  Loans  applied  in
reduction of the aggregate principal balance of a 2003-QS19  Certificate that is
not accompanied by a cash payment in respect of such reduction.

               Record Date: With respect to any  Distribution  Date,  other than
the First  Distribution Date, the close of business on the last day of the month
preceding such  Distribution  Date,  and with respect to the First  Distribution
Date, the Closing Date.

               Regular Certificates:  The Class CB Certificates.

                                       9
<PAGE>

               REMIC: A "real estate  mortgage  investment  conduit"  within the
meaning of Section 860D of the Code. As used herein,  the term "the REMIC" shall
mean the segregated pool of assets, with respect to which a real estate mortgage
investment conduit election is made pursuant to this Agreement, consisting of:

               (a) the Underlying Certificate,

               (b) all payments on and  collections in respect of the Underlying
Certificate  due  after the  Closing  Date as shall be on  deposit  in the Trust
Certificate Account and identified as belonging to the Trust Fund, and

               (c) all proceeds of clauses (a) and (b) above.

               REMIC Administrator:  Residential Funding  Corporation,  provided
that if  Residential  Funding  Corporation  is  found  by a court  of  competent
jurisdiction  to  no  longer  be  able  to  fulfill  its  obligations  as  REMIC
Administrator  under this Agreement,  the Certificate  Administrator  or Trustee
acting  as   Certificate   Administrator   shall   appoint  a  successor   REMIC
Administrator,  subject to  assumption  of the REMIC  Administrator  obligations
under this Agreement.

               REMIC  Provisions:  Provisions  of the  federal  income  tax  law
relating to real estate mortgage investment  conduits,  which appear at Sections
860A  through  860G of  Subchapter  M of  Chapter  1 of the  Code,  and  related
provisions,  and  temporary  and  final  regulations  (or,  to  the  extent  not
inconsistent with such temporary or final regulations, proposed regulations) and
published  rulings,  notices and announcements  promulgated  thereunder,  as the
foregoing may be in effect from time to time.

               REMIC Regular  Certificate:  Any Trust Certificate,  other than a
Class R Certificate.

               Responsible  Officer:  When used with respect to the Trustee, any
officer of the  Corporate  Trust Office of the Trustee,  including  any managing
director,  senior  vice  president,  any  vice  president,  any  assistant  vice
president, any assistant secretary, any associate with particular responsibility
for this transaction, or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated  officers to
whom, with respect to a particular matter, such matter is referred.

     S&P:  Standard & Poor's  Ratings  Services,  a division of The  McGraw-Hill
Companies, Inc., or its successor in interest.

               Tax Returns:  The federal  income tax return on Internal  Revenue
Service Form 1066,  U.S.  Real Estate  Mortgage  Investment  Conduit  Income Tax
Return,  including  Schedule Q thereto,  Quarterly  Notice to Residual  Interest
Holders of REMIC Taxable Income or Net Loss Allocation,  or any successor forms,
to be filed on behalf of any  REMIC  formed  under  the  Pooling  and  Servicing
Agreement  and  under  the  REMIC  Provisions,  together  with any and all other
information,  reports or returns  that may be  required to be  furnished  to the
Certificateholders  or filed  with the  Internal  Revenue  Service  or any other
governmental taxing authority under any applicable provisions of federal,  state
or local tax laws.

                                        10
<PAGE>

               Termination   Date:   The   Distribution   Date   following   the
Distribution Date on which the Underlying  Certificate  Balance has been reduced
to zero.

               Transfer:   Any  direct  or  indirect  transfer,   sale,  pledge,
hypothecation  or other form of assignment of any Ownership  Interest in a Trust
Certificate.

     Transferee:  Any Person who is acquiring by Transfer any Ownership Interest
in a Trust Certificate.

     Transferor:  Any Person  who is  disposing  by  Transfer  of any  Ownership
Interest in a Trust Certificate.

     Trust Certificate: Any Class CB Certificate or Class R Certificate.

               Trust  Certificate  Account:  The  separate  account or  accounts
created and maintained pursuant to Section 3.03 hereof,  which shall be entitled
"Deutsche Bank Trust Company Americas,  as trustee,  in trust for the registered
holders of Residential Accredit Loans, Inc., Mortgage Trust Certificates, Series
2003-QR19" and which must be an Eligible  Account.  Funds deposited in the Trust
Certificate  Account shall be held in trust for the  Certificateholders  for the
uses and purposes set forth in Article III hereof.

               Trustee: Deutsche Bank Trust Company Americas or its successor in
interest, or any successor trustee appointed as herein provided.

               Trust  Fund:  The  corpus  of  the  trust  created  by  and to be
administered under this Agreement consisting of: (i) the Underlying Certificate,
(ii) all  distributions  thereon after but not including the  Distribution  Date
occurring in November  2003,  and (iii) the Trust  Certificate  Account and such
assets that are deposited  therein from time to time,  together with any and all
income, proceeds and payments with respect thereto.

     2003-QS19   Certificates:   Residential   Accredit  Loans,   Inc.  Mortgage
Asset-Backed Pass-Through Certificates, Series 2003-QS19.

     Underlying  Certificate:  A certificate  that represents a 100% interest in
the 2003-QS19 Certificates, Class CB.

               Underlying  Certificate  Balance:  With respect to the Underlying
Certificate, as of any Distribution Date (following all distributions to be made
with respect to the Underlying Certificate on such Distribution Date), and as of
any date of  determination  thereafter  until the next  succeeding  Distribution
Date,  the  outstanding   principal  balance  of  the  Underlying   Certificate,
determined by reference to the  Underlying  Distribution  Date Statement sent to
the Trustee as Underlying Certificateholder, relating to such Distribution Date,
which is to be  determined  in  accordance  with the  terms of the  Pooling  and
Servicing Agreement.

     Underlying  Certificateholder:  The  registered  owner  of  the  Underlying
Certificate.

               Underlying  Distribution  Date  Statement:  With  respect  to the
Underlying  Certificate and any Distribution Date, the monthly remittance report
forwarded to the holder thereof with respect to such  Distribution Date pursuant
to the terms of the Pooling and Servicing Agreement.

               United States Person: A citizen or resident of the United States,
a corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or

                                      11
<PAGE>

trust whose income from sources without the United States is includible in gross
income  for  United  States  federal  income  tax  purposes  regardless  of  its
connection with the conduct of a trade or business within the United States.

               Voting  Rights:  Ninety-nine  percent  (99%) of all of the Voting
Rights shall be allocated  among Holders of Trust  Certificates,  other than the
Class R  Certificates,  in proportion to the outstanding  Certificate  Principal
Balances of their respective Trust Certificates;  one percent (1%) of all Voting
Rights  shall be  allocated  among the  Holders of the Class R  Certificates  in
accordance with their respective Percentage Interests.

Additionally,  all  references  to the words "real  estate  mortgage  investment
conduit" herein shall have the meaning assigned to such words in Section 860D of
the Code.

                                   ARTICLE II

                    CONVEYANCE OF THE UNDERLYING CERTIFICATE;
                     ORIGINAL ISSUANCE OF TRUST CERTIFICATES

Section 2.01.  Conveyance of the Underlying Certificate.

(a) The Company,  concurrently  with the  execution  and delivery  hereof,  does
hereby sell, transfer,  assign, set-over and otherwise convey to the Trustee, in
trust, for the use and benefit of the Certificateholders,  without recourse, all
the  right,  title  and  interest  of the  Company  in  and  to  the  Underlying
Certificate  and all other assets  constituting  the Trust Fund. Such assignment
includes,  without  limitation,  all  amounts  payable  to and all rights of the
Underlying Certificateholder pursuant to the Pooling and Servicing Agreement.

                In connection with such transfer and assignment,  on the Closing
Date the Company will deliver to, and deposit with,  the Trustee the  Underlying
Certificate,  together  with a duly  issued  and  authenticated  certificate  or
certificates for the Underlying  Certificate,  evidencing the entire interest in
such  Underlying   Certificate,   with   appropriate   endorsements   and  other
documentation  sufficient under the Pooling and Servicing  Agreement to transfer
such Underlying Certificate to the Trustee.

               Notwithstanding the foregoing,  to the extent that the Underlying
Certificate is a Book-Entry Certificate,  delivery of the Underlying Certificate
will be satisfied if the Company  meets the  requirements  of the  Depository to
sell,  transfer,  assign,  set-over  and  otherwise  convey to the  Trustee  the
Underlying  Certificate  in  accordance  with the  rules of the  Depository  and
applicable provisions of the Uniform Commercial Code as in force in the relevant
jurisdiction from time to time.

               The  Trustee  hereby  acknowledges  the  receipt  by  it  of  the
Underlying Certificate and the other documents and instruments referenced above,
and declares that it holds and will hold such Underlying  Certificate,  and such
other documents and instruments,  and all other assets and documents included in
the Trust Fund,  in trust for the  exclusive  use and benefit of all present and
future Certificateholders.

                                   12
<PAGE>

(b) It is  intended  that the  conveyance  by the  Company to the Trustee of the
Underlying  Certificate  as provided  for in this Section 2.01 be construed as a
sale by the Company to the Trustee of the Underlying Certificate for the benefit
of the  Certificateholders.  Further, it is not intended that such conveyance be
deemed  to be a pledge  of the  Underlying  Certificate  by the  Company  to the
Trustee to secure a debt or other  obligation of the Company.  Nonetheless,  (a)
this Agreement is intended to be and hereby is a security  agreement  within the
meaning of  Articles  8 and 9 of the New York  Uniform  Commercial  Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided  for in  Section  2.01 shall be deemed to be, and hereby is, a grant by
the Company to the Trustee of a security  interest in all of the Company's right
(including the power to convey title thereto),  title and interest,  whether now
owned or hereafter acquired, in and to any and all general intangibles,  payment
intangibles,  accounts,  chattel paper, instruments,  documents,  money, deposit
accounts,  certificates of deposit,  goods, letters of credit, advices of credit
and investment  property and other property of whatever kind or description  now
existing or hereafter acquired consisting of, arising from or relating to any of
the following:  (A) Underlying Certificate,  (B) all amounts payable pursuant to
the holders of the Underlying  Certificate in accordance  with the terms thereof
of the Pooling and Servicing Agreement,  and (C) all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property,  including without limitation all amounts from time to time held
or  invested  in the Trust  Certificate  Account,  whether  in the form of cash,
instruments,  securities or other property; (c) the possession by the Trustee or
any agent of the Trustee of the  Underlying  Certificate  or such other items of
property as  constitute  instruments,  money,  payment  intangibles,  negotiable
documents,  goods,  deposit  accounts,  letters  of  credit,  advices of credit,
investment property, certificated securities or chattel paper shall be deemed to
be "possession  by the secured  party," or possession by a purchaser or a person
designated  by such  secured  party,  for  purposes of  perfecting  the security
interest  pursuant  to the  Minnesota  Uniform  Commercial  Code and the Uniform
Commercial Code of any other  applicable  jurisdiction as in effect  (including,
without  limitation,   Sections  8-106,  9-313  and  9-106  thereof);   and  (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property,  shall be deemed notifications
to,   or   acknowledgments,   receipts   or   confirmations   from,   securities
intermediaries, bailees or agents of, or persons holding for (as applicable) the
Trustee for the purpose of perfecting  such security  interest under  applicable
law.

(c) The Company,  the  Certificate  Administrator  and the Trustee shall, to the
extent  consistent with this Agreement,  take such reasonable  actions as may be
necessary to ensure that, if this Agreement were determined to create a security
interest in the Underlying  Certificate and the other property  described above,
such security  interest would be determined to be a perfected  security interest
of first priority under applicable law and will be maintained as such throughout
the term of this  Agreement.  Without  limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing,  or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the  effectiveness of any original filings  necessary under the Uniform
Commercial  Code as in effect  in any  jurisdiction  to  perfect  the  Trustee's
security interest in or lien on the Underlying  Certificate,  as evidenced by an
Officers'   Certificate  of  the  Company,   including  without  limitation  (x)
continuation  statements,  and (y) such other statements as may be occasioned by
(1) any  change of name of the  Company or the  Trustee  (such  preparation  and
filing shall be at the expense of the Trustee,  if occasioned by a change in the
Trustee's  name) or (2) any change of  location  of the place of business or the
chief executive office of the Company.
                                      13
<PAGE>


Section 2.02.  Issuance of Trust Certificates.

               The Trustee acknowledges the transfer, delivery and assignment to
it of the  Underlying  Certificate,  together  with the  assignment to it of all
other assets  included in the Trust Fund,  and  declares  that it holds and will
hold the Underlying  Certificate and all other assets included in the Trust Fund
in  trust  for  the  benefit  of  all  present  and  future  Certificateholders.
Concurrently  with such  transfer and delivery,  the Trustee has duly  executed,
authenticated  and  delivered,  to or upon the order of the  Company,  the Trust
Certificates  in  authorized  denominations,  registered  in such  names  as the
Company has  requested,  and such Trust  Certificates  evidence  the  beneficial
interest in the entire REMIC.

Section 2.03.  [Reserved] .

Section 2.04.  [Reserved] .

Section 2.05.  Purposes and Powers of the Trust Fund.

               The purpose of the trust, as created  hereunder,  is to engage in
the following activities:

               (a) to sell the Trust Certificates to the Company in exchange for
the Underlying Certificate;

               (b)  to  enter  into  and  perform  its  obligations  under  this
Agreement;

               (c) to engage in those activities that are necessary, suitable or
convenient to accomplish  the foregoing or are  incidental  thereto or connected
therewith; and

               (d) subject to compliance with this Agreement,  to engage in such
other activities as may be required in connection with conservation of the Trust
Fund and the making of distributions to the Certificateholders.

               The  trust  is  hereby  authorized  to  engage  in the  foregoing
activities.  The trust shall not engage in any activity other than in connection
with the  foregoing or other than as required or authorized by the terms of this
Agreement while any Trust Certificate is outstanding  without the consent of the
Certificateholders  evidencing a majority of the aggregate  Voting Rights of the
Trust Certificates.

                                  ARTICLE III

                  ADMINISTRATION OF THE UNDERLYING CERTIFICATE;
                   PAYMENTS AND REPORTS TO CERTIFICATEHOLDERS

Section 3.01.  Administration of the Trust Fund and the Underlying Certificate.

(a) The REMIC  Administrator shall make an election to treat the Trust Fund as a
real estate mortgage investment conduit under the Code and, if necessary,  under
applicable  state law. The assets of the REMIC are set forth in this  Agreement.
Such  election  will be made on Form 1066 or other  appropriate  federal  tax or
information return (including Form 8811) or any appropriate state return for the


                                       14
<PAGE>


taxable  year  ending  on the last day of the  calendar  year in which the Trust
Certificates  are issued.  For the purposes of the REMIC elections in respect of
the Trust Fund,  the Trust  Certificates  and  interests to be designated as the
"regular interests" and sole class of "residual  interests" in the REMIC are set
forth below.

     The Class CB-1, Class CB-2, Class CB-3 and Class CB-4  Certificates will be
"regular  interests" in the REMIC, and the Class R Certificates will be the sole
class of "residual  interests"  therein for purposes of the REMIC Provisions (as
defined herein) under federal income tax law.

(b) The Closing Date is hereby designated as the "startup day" of the Trust Fund
within the meaning of Section 860G(a)(9) of the Code.

(c) The REMIC  Administrator  shall hold a Class R  Certificate  representing  a
0.01% Percentage Interest of the Class R Certificates and shall be designated as
"the tax matters  person" with respect to the REMIC in the manner provided under
Treasury  regulations  section  1.860F-4(d)  and  Treasury  regulations  section
301.6231(a)(7)-1.  The REMIC Administrator, as tax matters person, shall (i) act
on behalf of the REMIC in  relation to any tax matter or  controversy  involving
the Trust  Fund and (ii)  represent  the  Trust  Fund in any  administrative  or
judicial  proceeding  relating to an  examination  or audit by any  governmental
taxing authority with respect  thereto.  The legal expenses,  including  without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability  resulting  therefrom  shall be expenses of the Trust Fund and the

REMIC Administrator  shall be entitled to reimbursement  therefor out of amounts
attributable to the Underlying  Certificate on deposit in the Trust  Certificate
Account as provided by Section  3.04  unless such legal  expenses  and costs are
incurred by reason of the REMIC Administrator's  willful misfeasance,  bad faith
or gross  negligence.  If the REMIC  Administrator  is no longer the Certificate
Administrator  hereunder, at its option the REMIC Administrator may continue its
duties as REMIC  Administrator and shall be paid reasonable  compensation not to
exceed $3,000 per year by any successor certificate  administrator hereunder for
so acting as the REMIC Administrator.

(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns that it  determines  are required  with respect to the REMIC and deliver
such Tax Returns in a timely  manner to the  Trustee and the Trustee  shall sign
and file such Tax Returns in a timely  manner.  The expenses of  preparing  such
returns  shall  be  borne  by the  REMIC  Administrator  without  any  right  of
reimbursement  therefor.  The REMIC  Administrator  agrees to indemnify and hold
harmless  the Trustee  with  respect to any tax or  liability  arising  from the
Trustee's  signing of Tax Returns that contain errors or omissions.  The Trustee
and Certificate  Administrator  shall promptly  provide the REMIC  Administrator
with such information as the REMIC  Administrator  may from time to time request
for the purpose of enabling the REMIC Administrator to prepare Tax Returns.

(e) The REMIC  Administrator  shall  provide (i) to any  Transferor of a Class R
Certificate  such  information  as is necessary for the  application  of any tax
relating  to the  transfer of a Class R  Certificate  to any Person who is not a
Permitted Transferee,  (ii) to the Trustee, and the Trustee shall forward to the
Certificateholders,  such  information or reports as are required by the Code or
the REMIC  Provisions  including  reports  relating to interest,  original issue
discount and market  discount or premium (using the Prepayment  Assumption)  and
(iii) to the Internal  Revenue  Service the name,  title,  address and telephone
number of the person who will serve as the representative of the REMIC.

                                       15
<PAGE>

(f) The Certificate  Administrator and the REMIC  Administrator  shall take such
actions and shall cause the REMIC created  hereunder to take such actions as are
reasonably within the Certificate  Administrator's or the REMIC  Administrator's
control and the scope of its duties more  specifically set forth herein as shall
be  necessary  or desirable to maintain the status of the REMIC as a real estate
mortgage  investment  conduit under the REMIC  Provisions (and the Trustee shall
assist the Certificate Administrator and the REMIC Administrator,  to the extent
reasonably   requested   by  the   Certificate   Administrator   and  the  REMIC
Administrator   to  do  so).  The  Certificate   Administrator   and  the  REMIC
Administrator  shall not knowingly or intentionally  take any action,  cause the
Trust Fund to take any action or fail to take (or fail to cause to be taken) any
action  reasonably  within  their  respective  control  that,  under  the  REMIC
Provisions,  if taken or not taken,  as the case may be,  could (i) endanger the
status of any portion of the REMIC as a real estate mortgage  investment conduit
or (ii)  result in the  imposition  of a tax upon the REMIC  (including  but not
limited to the tax on prohibited  transactions as defined in Section  860F(a)(2)
of the Code and the tax on  contributions  to a real estate mortgage  investment
conduit set forth in Section  860G(d) of the Code)  (either  such event,  in the
absence of an Opinion of  Counsel  or the  indemnification  referred  to in this
sentence, an "Adverse REMIC Event") unless the Certificate  Administrator or the
REMIC Administrator,  as applicable,  has received an Opinion of Counsel (at the
expense of the party  seeking to take such action or, if such party fails to pay
such expense, and the Certificate  Administrator or the REMIC Administrator,  as
applicable,  determines  that taking such action is in the best  interest of the
Trust Fund and the Certificateholders,  at the expense of the Trust Fund, but in
no  event  at  the  expense  of  the   Certificate   Administrator,   the  REMIC
Administrator  or the Trustee) to the effect that the  contemplated  action will
not, with respect to the REMIC,  endanger such status or, unless the Certificate
Administrator,  the REMIC Administrator or both, as applicable, determine in its
or their sole  discretion to indemnify the Trust Fund against the  imposition of
such a tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated  action may not be taken  because the timing of such  action  might
result  in the  imposition  of a tax on the  Trust  Fund,  or may  only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund,  such action may  nonetheless  be taken  provided that the indemnity
given in the preceding  sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other  preconditions to the taking
of such action have been  satisfied.  The Trustee shall not take or fail to take
any action  (whether or not  authorized  hereunder) as to which the  Certificate
Administrator  or the REMIC  Administrator,  as  applicable,  has  advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could  occur with  respect to such  action.  In  addition,  prior to
taking any action with respect to the REMIC or any related  assets  thereof,  or
causing the REMIC to take any action, which is not expressly permitted under the
terms  of  this  Agreement,  the  Trustee  will  consult  with  the  Certificate
Administrator or the REMIC  Administrator,  as applicable,  or its designee,  in
writing,  with respect to whether such action could cause an Adverse REMIC Event
to occur  with  respect to the REMIC,  and the  Trustee  shall not take any such
action or cause the  REMIC to take any such  action as to which the  Certificate
Administrator  or the REMIC  Administrator,  as  applicable,  has  advised it in
writing that an Adverse REMIC Event could occur.  The Certificate  Administrator
or the REMIC Administrator, as applicable, may consult with counsel to make such


                                       16
<PAGE>


written advice,  and the cost of the same shall be borne by the party seeking to
take the action not expressly  permitted by this  Agreement,  but in no event at
the expense of the Certificate Administrator or the REMIC Administrator.  At all
times as may be required by the Code, the Certificate  Administrator will to the
extent  within its control and scope of its duties more  specifically  set forth
herein,  maintain  substantially  all of the  assets of the REMIC as  "qualified
mortgages"  as  defined  in  Section  860G(a)(3)  of  the  Code  and  "permitted
investments" as defined under Section 860G(a)(5) of the Code.

(g) In the event  that any tax is imposed on  "prohibited  transactions"  of the
REMIC as  defined  in  Section  860F(a)(2)  of the  Code,  on "net  income  from
foreclosure property" of the REMIC as defined in Section 860G(c) of the Code, on
any  contributions  to the REMIC  after the  startup  day  therefor  pursuant to
Section  860G(d)  of the Code,  or any other tax is  imposed  by the Code or any
applicable  provisions of state or local tax laws, such tax shall be charged (i)
to the  Certificate  Administrator,  if such tax arises out of or results from a
breach by the Certificate  Administrator  of any of its  obligations  under this
Agreement or the Certificate Administrator has in its sole discretion determined
to indemnify the Trust Fund against such tax,  (ii) to the Trustee,  if such tax
arises out of or results from a breach by the Trustee of any of its  obligations
under  this  Article  III,  (iii)  to the  REMIC  Administrator,  if in its sole
discretion  it has  determined to indemnify the Trust Fund for such tax; or (iv)
otherwise  against  amounts  on  deposit  in the Trust  Certificate  Account  as
provided hereunder and on the Distribution  Date(s) following such reimbursement
the  aggregate  of such taxes shall be  allocated  in  reduction  of the Accrued
Certificate  Interest  on each Class  entitled  thereto in the same manner as if
such taxes constituted a Prepayment Interest Shortfall.

(h) The Trustee and the Certificate  Administrator shall, for federal income tax
purposes,  maintain  books and records  with  respect to the REMIC on a calendar
year and on an  accrual  basis or as  otherwise  may be  required  by the  REMIC
Provisions.

(i)  Following  the  startup  day  for  the  REMIC,   neither  the   Certificate
Administrator  nor the Trustee shall accept any  contributions  of assets to the
REMIC unless (subject to Section  3.01(f) hereof) the Certificate  Administrator
and the Trustee shall have received an Opinion of Counsel (at the expense of the
party  seeking to make such  contribution)  to the effect that the  inclusion of
such  assets in the REMIC  will not cause the REMIC to fail to qualify as a real
estate mortgage  investment  conduit at any time that any Trust Certificates are
outstanding or subject the REMIC to any tax under the REMIC  Provisions or other
applicable provisions of federal, state and local law or ordinances.

(j) Neither the  Certificate  Administrator  nor the Trustee  shall  (subject to
Section  3.01(f)  hereof)  enter  into any  arrangement  by which the REMIC will
receive a fee or other compensation for services nor permit the REMIC to receive
any income from assets other than  "qualified  mortgages"  as defined in Section
860G(a)(3)  of the  Code  or  "permitted  investments"  as  defined  in  Section
860G(a)(5) of the Code.

(k)  Solely for the  purposes  of Section  1.860G-1(a)(4)(iii)  of the  Treasury
Regulations,  the  "latest  possible  maturity  date" by which  the  Certificate
Principal  Balance of each Class of Trust  Certificates  representing  a regular
interest  in the REMIC  would be reduced to zero is the  Maturity  Date for each
such Trust Certificate.

(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare
and file with the Internal  Revenue Service Form 8811,  "Information  Return for
Real Estate Mortgage  Investment  Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for the REMIC.


                                       17
<PAGE>


(m)  Neither  the  Certificate  Administrator  nor the  Trustee  shall (i) sell,
dispose of or substitute  for the Underlying  Certificate  (except in connection
with  (A)  the  default,  imminent  default  or  foreclosure  of the  Underlying
Certificate,  (B) the  bankruptcy of the REMIC,  or (C) the  termination  of the
trust fund relating to the Underlying  Certificate pursuant to Article IX of the
Pooling and Servicing  Agreement),  (ii) acquire any assets for the REMIC, (iii)
sell or dispose of any investments in the Trust Certificate Account for gain nor
accept any  contributions  to the REMIC  after the  Closing  Date  unless it has
received  an Opinion of Counsel  that such sale,  disposition,  substitution  or
acquisition  will not (A)  affect  adversely  the  status of the REMIC as a real
estate mortgage investment conduit or (B) cause the REMIC to be subject to a tax
on  "prohibited   transactions"  or   "contributions"   pursuant  to  the  REMIC
Provisions.

(n) The Trustee  agrees to  indemnify  the Trust Fund,  the  Company,  the REMIC
Administrator  and  the  Certificate  Administrator  for  any  taxes  and  costs
including,  without  limitation,  any  reasonable  attorneys  fees imposed on or
incurred by the Trust Fund, the Company or the Certificate  Administrator,  as a
result of a breach of the  Trustee's  covenants  set forth in  Article V or this
Article III.

(o) The REMIC Administrator agrees to indemnify the Trust Fund, the Company, the
Certificate  Administrator  and the Trustee for any taxes and costs  (including,
without  limitation,  any reasonable  attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Certificate  Administrator or the Trustee, as a
result  of a breach  of the REMIC  Administrator's  covenants  set forth in this
Article III with  respect to  compliance  with the REMIC  Provisions,  including
without  limitation,  any penalties arising from the Trustee's  execution of Tax
Returns  prepared by the REMIC  Administrator  that contain errors or omissions;
provided,  however,  that such  liability will not be imposed to the extent such
breach is a result of an error or omission in information  provided to the REMIC
Administrator  by the  Certificate  Administrator  in which case Section 3.01(p)
will apply.

(p) The  Certificate  Administrator  agrees to  indemnify  the Trust  Fund,  the
Company,  the  REMIC  Administrator  and the  Trustee  for any  taxes  and costs
(including,  without limitation,  any reasonable  attorneys' fees) imposed on or
incurred by the Trust Fund, the Company, the REMIC Administrator or the Trustee,
as a result of a breach of the Certificate  Administrator's  covenants set forth
in this  Article  III with  respect  to  compliance  with the REMIC  Provisions,
including without limitation, any penalties arising from the Trustee's execution
of Tax Returns prepared by the Certificate  Administrator that contain errors or
omissions.

Section 3.02.  Collection of Monies.

               Except as otherwise provided in Section 6.01, upon its receipt of
a Notice of Final  Distribution,  the Trustee  shall  present and  surrender the
Underlying  Certificate,  for final payment thereon in accordance with the terms
and  conditions  of Pooling  and  Servicing  Agreement  and such Notice of Final
Distribution.  The  Trustee  shall  promptly  deposit  in the Trust  Certificate
Account the final  distribution  received upon presentation and surrender of the
Underlying Certificate.

                                       18
<PAGE>

Section 3.03.  Establishment  of Trust  Certificate  Account;  Deposits in Trust
Certificate Account.

(a) The Trustee shall establish and maintain the Trust Certificate  Account. The
Trustee shall cause the  following  payments and  collections  in respect of the
Underlying  Certificate  to be  deposited  directly  into the Trust  Certificate
Account:

(i) all distributions due and received on the Underlying  Certificate subsequent
to the Closing Date;

(ii)  any  amounts  received  in  connection  with  the  sale of the  Underlying
Certificate  pursuant  to Section  6.01 in  accordance  with a plan of  complete
liquidation of the Trust Fund; and

(iii) any other  amounts  specifically  required  to be  deposited  in the Trust
Certificate Account hereunder.

               The foregoing  requirements for deposit in the Trust  Certificate
Account shall be exclusive.

(b) Funds in the Trust Certificate Account shall be held uninvested.

Section 3.04.  Permitted Withdrawals From the Trust Certificate Account.

               The Trustee may from time to time  withdraw  funds from the Trust
Certificate Account for the following purposes:

(i) to make  distributions  in the  amounts  and in the manner  provided  for in
Section 3.05;

(ii) to  reimburse  the  Certificate  Administrator,  Company or the Trustee for
expenses incurred by and reimbursable to the Certificate Administrator,  Company
or the Trustee  pursuant to Section  3.01(c) or 7.03 or as  otherwise  permitted
under this Agreement; and

(iii) to clear and terminate the Trust Certificate  Account upon the termination
of this Agreement.

Section 3.05.  Distributions.

(a) On each Distribution Date the Trustee shall distribute, based on information
received from the Certificate Administrator, to each Certificateholder of record
on the related  Record Date (other than as provided in Section  6.01  respecting
the final distribution) either in immediately  available funds (by wire transfer
or otherwise) to the account of such Certificateholder at a bank or other entity
having  appropriate  facilities  therefor,  if  such  Certificateholder  has  so
notified  the  Trustee,  or, if such  Certificateholder  has not so notified the
Trustee by the Record  Date,  by check mailed to such  Certificateholder  at the
address  of  such   Holder   appearing   in  the   Certificate   Register   such


                                       19
<PAGE>

Certificateholder's  share  (which  shall  be  based  on  the  aggregate  of the
Percentage  Interests  represented by Trust 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  3.05(a)(iv) below), in each case
to the extent of the Available Funds remaining:

                      (i)  (A)  Prior  to  the   occurrence   of  the  Accretion
Termination Date
to the Class CB Certificates (other than the Class CB-4 Certificates),  on a pro
rata basis, any Accrued Certificate  Interest payable on such Trust Certificates
with respect to such Distribution  Date, plus any Accrued  Certificate  Interest
thereon  remaining  unpaid from any previous  Distribution  Date,  and (B) on or
after  the  occurrence  of the  Accretion  Termination  Date,  to the  Class  CB
Certificates,  on a pro rata basis, any Accrued Certificate  Interest payable on
such Trust Certificates with respect to such Distribution Date, plus any Accrued
Certificate  Interest thereon  remaining  unpaid from any previous  Distribution
Date;

                      (ii)  Prior  to  the  occurrence  of  the  Credit  Support
Depletion Date,
the  Accrual  Distribution  Amount  shall  be  distributed  to  the  Class  CB-3
Certificates  as a distribution  of principal  until the  Certificate  Principal
Balance of the Class CB-3 Certificates has been reduced to zero;

                      (iii)  Prior  to  the  occurrence  of the  Credit  Support
Depletion Date,
the Principal Distribution Amount for that Distribution Date shall be applied in
the following order of priority:

     (A) first,  to the Class R  Certificates  until the  Certificate  Principal
Balance of the Class R Certificates has been reduced to zero;

     (B) second, to the Class CB-1 Certificates until the Certificate  Principal
Balance of the Class CB-1 Certificates has been reduced to $83,412,900;

     (C) third, to the Class CB-1 Certificates and the Class CB-2  Certificates,
on a pro rata basis (after  taking into account any  principal  payments made to
the Class CB-1 Certificates pursuant to clause (B) above), until the Certificate
Principal   Balances  of  the  Class  CB-1   Certificates  and  the  Class  CB-2
Certificates have been reduced to zero;

     (D) fourth, to the Class CB-3 Certificates until the Certificate  Principal
Balance of the Class CB-3 Certificates has been reduced to zero; and

     (E) fifth, to the Class CB-4 Certificates  until the Certificate  Principal
Balance of the Class CB-4 Certificates has been reduced to zero.

     (iv) On or after the occurrence of the Credit Support  Depletion  Date, all
priorities  relating to  distributions  as  described  in clauses (ii) and (iii)
above relating to principal among the Trust Certificates will be disregarded and
the Accrual  Distribution Amount will be distributed to Class CB-4 Certificates,
and  the  Principal  Distribution  Amount  will  be  distributed  to  the  Trust
Certificates  remaining pro rata in accordance with their respective outstanding
Certificate  Principal  Balances  and the Interest  Distribution  Amount will be
distributed pursuant to clause (a)(i) above.

(b) 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
Certificate Administrator shall have any responsibility therefor.

                                       20
<PAGE>

(c)  Except  as  otherwise   provided  in  Section  6.01,  if  the   Certificate
Administrator anticipates that a final distribution with respect to any Class of
Trust  Certificates will be made on the next Distribution  Date, the Certificate
Administrator  shall,  no  later  than the  fifteen  days  prior  to such  final
distribution,  notify the Trustee and the Trustee  shall,  no later than two (2)
Business Days after such notification,  mail on such date to each Holder of such
Class of Trust  Certificates  a  notice  to the  effect  that:  (i) the  Trustee
anticipates  that the final  distribution  with  respect  to such Class of Trust
Certificates  will be made on such  Distribution Date but only upon presentation
and surrender of such Trust  Certificates at the office of the Trustee specified
therein or as otherwise specified therein,  and (ii) no interest shall accrue on
such Trust  Certificates  from and after the end of the related Interest Accrual
Period. In the event that  Certificateholders  required to surrender their Trust
Certificates   pursuant  to  Section   6.01(b)  do  not  surrender  their  Trust
Certificates for final cancellation, the Trustee shall cause funds distributable
with  respect  to  such  Trust  Certificates  to be  withdrawn  from  the  Trust
Certificate Account and credited to a separate escrow account for the benefit of
such Certificateholders as provided in Section 6.01(b). The funds in such escrow
account shall not be invested.

(d) On each Distribution Date preceding the Accretion  Termination Date, Accrued
Certificate  Interest  that would  otherwise  be  distributed  to the Class CB-4
Certificates as interest will be added to the Certificate  Principal  Balance of
the Class CB-4 Certificates and such amount will thereafter accrue interest at a
rate of  5.75%  per  annum.  On the  Accretion  Termination  Date,  the  Accrued
Certificate  Interest  on the  Class  CB-4  Certificates  for such  date will be
payable to the  holders  of the Class CB-3  Certificates  as a  distribution  of
principal  pursuant to Section 3.05(a) until the Certificate  Principal Balances
thereof  have  been  reduced  to  zero,  any  such  amount  will be added to the
Certificate Principal Balance of the Class CB-4 Certificates,  and any remaining
amount of Accrued Certificate  Interest will be paid to the holders of the Class
CB-4  Certificates  as a  distribution  of interest and will not be added to the
Certificate  Principal  Balance  thereof;  provided,  however,  if the Accretion
Termination  Date is the Credit  Support  Depletion  Date,  the entire amount of
Accrued  Certificate  Interest on the Class CB-4 Certificates for such date will
be payable to the holders of the Class CB-4  Certificates  as a distribution  of
interest and will not be added to the Certificate Principal Balance thereof.

Section 3.06.  Statements to Certificateholders.

               (a)  Concurrently  with each  distribution  charged  to the Trust
Certificate  Account and with respect to each  Distribution Date the Certificate
Administrator  shall forward to the Trustee and the Trustee shall either forward
by mail or make  available  to each Holder and the  Company,  via the  Trustee's
internet  website,  a  statement  (and  at  its  option,  any  additional  files
containing  the same  information in an  alternative  format)  setting forth the
following information as to each Class of Trust Certificates:

(i) the Available Funds for such Distribution Date;

(ii) with respect to such  Distribution  Date,  the aggregate  amount of Accrued
Certificate  Interest,   the  Pass-Through  Rate  and  the  aggregate  Principal


                                       21
<PAGE>

Distribution Amount and the amounts of principal and interest distributed to the
Certificateholders of each Class of Trust Certificates on such Distribution Date
pursuant to Section 3.05;

(iii) the aggregate  amount of  distributions on the Class R Certificate on such
Distribution Date pursuant to Section 3.05, if any;

(iv)  the  Certificate   Principal  Balance  of  each  Class  of  the  Class  CB
Certificates  after giving  effect to  distributions  of principal of such Trust
Certificates on such Distribution Date;

(v) the  Underlying  Certificate  Balance as of such  Distribution  Date,  after
giving effect to the  distribution  of principal  made thereon and the amount of
any Realized Losses with respect to the Underlying Certificate applied to reduce
the Underlying Certificate Balance thereof on such Distribution Date;

(vi) the Accrual Distribution Amount ; and

(vii) the amount of any reductions in the Certificate  Principal  Balance of the
Class CB  Certificates  by the Class CB Loss Amount and the Class CB Excess Loss
Amount, if any.

               The Trustee  shall mail to each Holder that requests a paper copy
by  telephone  a paper copy via first  class  mail.  The  Trustee may modify the
distribution  procedures  set  forth in this  Section  3.06  provided  that such
procedures are no less convenient for the Certificateholders.  The Trustee shall
provide prior notification to the Company, the Certificate Administrator and the
Certificateholders regarding any such modification. In addition, the Certificate
Administrator shall provide to any manager of a trust fund consisting of some or
all  of  the  Trust  Certificates,  upon  reasonable  request,  such  additional
information as is reasonably  obtainable by the Certificate  Administrator at no
additional expense to the Certificate Administrator.

               (b)  In   addition,   the  Trustee   promptly   will  furnish  to
Certificateholders  copies  of  any  notices,   statements,   reports  or  other
communications including,  without limitation,  the Underlying Distribution Date
Statements, received by the Trustee as the Underlying Certificateholder.

               (c)  Within a  reasonable  period  of time  after the end of each
calendar  year, the  Certificate  Administrator  shall  prepare,  or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person who at any
time during the calendar year was the Holder of a Trust Certificate,  other than
a Class R  Certificate,  a statement  containing  the  information  set forth in
clause  (a)(ii) above  aggregated  for such calendar year or applicable  portion
thereof during which such Person was a Certificateholder. Such obligation of the
Certificate  Administrator  shall be deemed to have been satisfied to the extent
that substantially  comparable  information shall be provided by the Certificate
Administrator pursuant to any requirements of the Code.

               (d)  Within a  reasonable  period  of time  after the end of each
calendar  year, the  Certificate  Administrator  shall  prepare,  or cause to be
prepared, and shall forward, or cause to be forwarded, to each Person who at any
time  during  the  calendar  year was the  Holder  of a Class R  Certificate,  a
statement containing the applicable  distribution  information provided pursuant


                                       22
<PAGE>

to this Section (a)(iii) aggregated for such calendar year or applicable portion
thereof during which such Person was the Holder of a Class R  Certificate.  Such
obligation  of the  Certificate  Administrator  shall  be  deemed  to have  been
satisfied  to the extent  that  substantially  comparable  information  shall be
provided by the Certificate  Administrator  pursuant to any  requirements of the
Code.

               (e) The Certificate Administrator shall, on behalf of the Company
and in respect of the Trust Fund, sign and cause to be filed with the Securities
and  Exchange  Commission  any periodic  reports  required to be filed under the
provisions of the Exchange Act, and the rules and  regulations of the Commission
thereunder.  In  connection  with the  preparation  and filing of such  periodic
reports, the Trustee shall timely provide to the Certificate Administrator (i) a
list of Certificateholders as shown on the Certificate Register as of the end of
each calendar year,  (ii) copies of all  pleadings,  other legal process and any
other  documents  relating to any claims,  charges or  complaints  involving the
Trustee,  as  trustee  hereunder,  or the Trust  Fund that are  received  by the
Trustee,  (iii)  notice  of all  matters  that,  to the  actual  knowledge  of a
Responsible  Officer  of the  Trustee,  have  been  submitted  to a vote  of the
Certificateholders,  other than those matters that have been submitted to a vote
of the  Certificateholders  at the  request of the  Company  or the  Certificate
Administrator,  and  (iv)  notice  of any  failure  of the  Trustee  to make any
distribution to the  Certificateholders  as required pursuant to this Agreement.
Neither the Certificate  Administrator  nor the Trustee shall have any liability
with respect to the Certificate  Administrator's  failure to properly prepare or
file  such  periodic  reports  resulting  from or  relating  to the  Certificate
Administrator's  inability or failure to obtain any  information  not  resulting
from the Certificate  Administrator's own negligence or willful misconduct.  Any
Form 10-K filed with the  Commission  in  connection  with this Section  3.06(e)
shall  include a  certification,  signed by the senior  officer in charge of the
servicing  functions of the Certificate  Administrator,  in the form attached as
Exhibit E hereto or such  other  form as may be  required  or  permitted  by the
Commission (the "Form 10-K Certification"),  in compliance with Rules 13a-14 and
15d-14 under the Exchange Act and any additional  directives of the  Commission.
In connection  with the Form 10-K  Certification,  the Trustee shall provide the
Certificate Administrator with a back-up certification substantially in the form
attached  hereto as Exhibit F. This Section 3.06(e) may be amended in accordance
with this Agreement without the consent of the Certificateholders.

Section 3.07.  Access to Certain Documentation and Information.

               The Trustee shall provide to the Certificateholders access to the
Trust  Certificates  and all reports,  documents  and records  maintained by the
Trustee in respect of its duties  hereunder,  such access being afforded without
charge but only upon  reasonable  written request no less than two Business Days
prior to such access and during normal  business hours at offices  designated by
the Trustee.

Section 3.08.  Sale of Defective Assets.

               Upon the discovery  by, or written  notice to, the Company or the
Trustee that the Underlying  Certificate is not a regular  interest of the REMIC
or that any other asset of the REMIC is not a permitted asset of the REMIC,  the
party discovering such fact shall give prompt written notice to the other party.
The Trustee shall sell such Underlying  Certificate (or other asset, as the case
may be) upon the terms and at the  direction  of the  Company  within 90 days of
such discovery and any tax resulting therefrom not borne by the Trustee pursuant
to Article V hereof shall be payable out of the Trust Fund.

                                       23
<PAGE>

Section 3.09.  Modification of Underlying Certificate

               Notwithstanding  any contrary  provision herein, the Trustee will
not  permit  the  modification  of the  Underlying  Certificate  unless (a) such
modification is in accordance  with the Pooling and Servicing  Agreement and (b)
the Trustee has received an Opinion of Counsel (which shall not be an expense of
the Trustee) that such  modification  would not endanger the status of the REMIC
as a real estate mortgage investment conduit.

Section 3.10.  [Reserved] .

Section 3.11.  Allocation of Class CB Loss Amounts.

               Class  CB  Loss  Amounts  will  be  allocated  to  the  Class  CB
Certificates on a pro rata basis in accordance with their respective Certificate
Principal Balances.


Section 3.12.  Compliance with Withholding Requirements.

               Notwithstanding  any  other  provision  of  this  Agreement,  the
Trustee  shall  comply  with all  federal  withholding  requirements  respecting
payments to  Certificateholders,  including  interest or original issue discount
payments or advances thereof that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for such
withholding.  In the event the Trustee does withhold any amount from interest or
original issue discount  payments or advances  thereof to any  Certificateholder
pursuant to federal  withholding  requirements,  the Trustee shall  indicate the
amount  withheld  to  such  Certificateholder  pursuant  to the  terms  of  such
requirements.


ARTICLE IV

                             THE TRUST CERTIFICATES

Section 4.01.  The Trust Certificates.

               The Class CB and Class R Certificates  shall be  substantially in
the forms set forth in Exhibits A and B,  respectively,  and shall,  on original
issue, be executed and delivered by the Trustee to the Certificate Registrar for
authentication  and delivery to or upon the order of the Company upon receipt by
the Trustee of the documents  specified in Section 2.01. The Trust  Certificates
shall be issuable in the minimum  denominations  designated  in the  Preliminary
Statement hereto.

               The Trust  Certificates  shall be executed by manual or facsimile
signature on behalf of an authorized officer of the Trustee.  Trust Certificates
bearing the manual or facsimile  signatures of individuals  who were at any time
the proper officers of the Trustee shall bind the Trustee,  notwithstanding that
such  individuals  or any of them have ceased to hold such offices  prior to the
authentication  and  delivery  of such  Trust  Certificate  or did not hold such
offices at the date of such Trust  Certificates.  No Trust  Certificate shall be
entitled  to any  benefit  under this  Agreement,  or be valid for any  purpose,
unless there appears on such Trust  Certificate a certificate of  authentication
substantially  in the form  provided  for  herein  executed  by the  Certificate

                                       24
<PAGE>


shall be conclusive evidence, and the only evidence, that such Trust Certificate
has been duly  authenticated  and delivered  hereunder.  All Trust  Certificates
shall be dated the date of their authentication.

               The Class CB  Certificates  shall  initially  be issued as one or
more Trust Certificates  registered in the name of the Depository or its nominee
and, except as provided below,  registration of such Trust  Certificates may not
be transferred by the Trustee except to another  Depository  that agrees to hold
such Trust  Certificates  for the respective  Certificate  Owners with Ownership
Interests therein.  The Holders of the Book-Entry  Certificates shall hold their
respective  Ownership  Interests in and to each of the  Book-Entry  Certificates
through the  book-entry  facilities of the  Depository  and,  except as provided
below,  shall not be  entitled  to  Definitive  Certificates  in respect of such
Ownership  Interests.  All transfers by Certificate  Owners of their  respective
Ownership  Interests in the Book-Entry  Certificates shall be made in accordance
with the procedures  established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository  Participant shall transfer
the Ownership  Interests  only in the  Book-Entry  Certificates  of  Certificate
Owners  it  represents  or of  brokerage  firms  for  which  it acts as agent in
accordance with the Depository's normal procedures.

               Except as provided below, registration of Book-Entry Certificates
may not be transferred by the Trustee except to another  Depository  that agrees
to hold such Trust  Certificates  for the  respective  Certificate  Owners  with
Ownership  Interests therein.  The Holders of the Book-Entry  Certificates shall
hold  their  respective  Ownership  Interests  in  and to  each  of  such  Trust
Certificates through the book-entry  facilities of the Depository and, except as
provided below,  shall not be entitled to Definitive  Certificates in respect of
such  Ownership  Interests.   All  transfers  by  Certificate  Owners  of  their
respective  Ownership Interests in the Book-Entry  Certificates shall be made in
accordance  with the procedures  established  by the  Depository  Participant or
brokerage firm representing such Certificate Owner. Each Depository  Participant
shall transfer the Ownership  Interests only in the Book-Entry  Certificates  of
Certificate  Owners it  represents  or of  brokerage  firms for which it acts as
agent in accordance with the Depository's normal procedures.

               The Trustee,  the Certificate  Administrator  and the Company may
for all purposes (including the making of payments due on the respective Classes
of  Book-Entry   Certificates)  deal  with  the  Depository  as  the  authorized
representative of the Certificate  Owners with respect to the respective Classes
of  Book-Entry  Certificates  for the  purposes  of  exercising  the  rights  of
Certificateholders  hereunder.  The rights of Certificate Owners with respect to
the  respective  Classes of  Book-Entry  Certificates  shall be limited to those
established  by law and  agreements  between  such  Certificate  Owners  and the
Depository  Participants  and  brokerage  firms  representing  such  Certificate
Owners.  Multiple  requests and directions from, and votes of, the Depository as
Holder of any Class of Book-Entry  Certificates  with respect to any  particular
matter  shall  not be  deemed  inconsistent  if they are made  with  respect  to
different Certificate Owners. The Trustee may establish a reasonable record date
in   connection   with   solicitations   of   consents   from   or   voting   by
Certificateholders and shall give notice to the Depository of such record date.

               If (i)(A) the Company  advises  the  Trustee in writing  that the
Depository   is  no  longer   willing  or  able  to   properly   discharge   its
responsibilities  as  Depository  and (B) the  Company  is  unable  to  locate a
qualified  successor  or (ii) the  Company at its option  advises the Trustee in
writing  that  it  elects  to  terminate  the  book-entry   system  through  the
Depository,  the  Trustee  shall  notify all  Certificate  Owners,  through  the
Depository,  of the  occurrence  of any such  event and of the  availability  of
Definitive   Certificates  to  Certificate  Owners  requesting  the  same.  Upon
surrender  to the  Trustee of the  Book-Entry  Certificates  by the  Depository,
accompanied by registration instructions from the Depository for registration of
transfer,  the Trustee  shall  issue the  Definitive  Certificates.  Neither the
Company,  the Certificate  Administrator nor the Trustee shall be liable for any
actions taken by the Depository or its nominee,  including,  without limitation,


                                       25
<PAGE>

any delay in delivery of such  instructions  and may  conclusively  rely on, and
shall be  protected  in relying  on,  such  instructions.  Upon the  issuance of
Definitive  Certificates all references herein to obligations imposed upon or to
be performed by the Company in  connection  with the issuance of the  Definitive
Certificates  pursuant to this  Section  4.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Certificate  Administrator
shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.

Section 4.02.  Registration of Transfer and Exchange of Trust Certificates.

(a) The  Trustee  shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of this Section 4.02,
a Certificate  Register in which,  subject to such reasonable  regulations as it
may  prescribe,  the  Trustee  shall  provide  for  the  registration  of  Trust
Certificates  and of transfers  and  exchanges of Trust  Certificates  as herein
provided. Upon satisfaction of the conditions set forth below, the Trustee shall
execute and the Certificate  Registrar shall  authenticate  and deliver,  in the
name  of the  designated  transferee  or  transferees,  one or  more  new  Trust
Certificates of a like Class and aggregate Percentage Interest. In addition, the
Trustee  shall  notify the  Company of each  transfer  or  exchange of the Trust
Certificates.

(b) At the option of the Certificateholders, Trust Certificates may be exchanged
for other Trust  Certificates  of authorized  denominations  of a like Class and
aggregate  Percentage  Interest,  upon surrender of the Trust Certificates to be
exchanged at any such office or agency.  Whenever any Trust  Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall  authenticate  and deliver the Trust  Certificates of such Class which the
Certificateholder  making the  exchange  is  entitled  to  receive.  Every Trust
Certificate  presented  or  surrendered  for  transfer or exchange  shall (if so
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Trustee and the  Certificate  Registrar  duly executed by, the Holder thereof or
his attorney duly authorized in writing.

(c) (i) Each Person who has or who acquires any Ownership  Interest in a Class R
Certificate  shall be deemed by the  acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following  provisions.  The rights of
each  Person  acquiring  any  Ownership  Interest in a Class R  Certificate  are
expressly subject to the following provisions:

(A) Each  Person  holding  or  acquiring  any  Ownership  Interest  in a Class R
Certificate shall be a United States Person and a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its status as a
Permitted Transferee.

(B) In  connection  with any proposed  Transfer of any  Ownership  Interest in a
Class R  Certificate  to a United  States  Person,  the  Trustee  shall  require
delivery to it, and shall not register  the Transfer of any Class R  Certificate
until its receipt of, (I) an affidavit and agreement (a "Transfer  Affidavit and
Agreement"  attached  hereto  as  Exhibit  C-1)  from the  proposed  Transferee,
representing  and  warranting,  among other  things,  that it is a United States
Person, that such Transferee is a Permitted Transferee, that it is not acquiring


                                       26
<PAGE>

its  Ownership  Interest in the Class R  Certificate  that is the subject of the
proposed  Transfer  as a  nominee,  trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a Permitted Transferee, and that
it has reviewed the provisions of this Section 4.02(c) and agrees to be bound by
them and (II) a  certificate,  attached  hereto as Exhibit C-2,  from the Holder
wishing to transfer the Class R Certificate,  representing and warranting, among
other  things,  that no  purpose  of the  proposed  Transfer  is to  impede  the
assessment or collection of tax.

(C)  Notwithstanding  the delivery of a Transfer  Affidavit  and  Agreement by a
proposed  Transferee under clause (B) above, if the Trustee has actual knowledge
that the proposed  Transferee is not a Permitted  Transferee,  no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee shall be
effected.

(D) Each  Person  holding  or  acquiring  any  Ownership  Interest  in a Class R
Certificate  shall agree (x) to require a Transfer  Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate  and (y) not to transfer its Ownership  Interest unless
it provides a certificate to the Trustee in the form attached  hereto as Exhibit
C-2.

(E)  Each  Person  holding  or  acquiring  an  Ownership  Interest  in a Class R
Certificate,  by  purchasing  an Ownership  Interest in such Trust  Certificate,
agrees to give the Trustee  written notice that it is a  "pass-through  interest
holder" within the meaning of Temporary  Treasury  Regulations  1.67-3T(a)(2)(A)
immediately upon acquiring an Ownership Interest in a Class R Certificate, if it
is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."

(ii) The Trustee will register the Transfer of any Class R  Certificate  only if
it shall have received the Transfer  Affidavit and  Agreement,  a certificate of
the Holder  requesting  such transfer in the form attached hereto as Exhibit C-2
and all of such other  documents as shall have been  reasonably  required by the
Trustee  as  a  condition  to  such  registration.  Transfers  of  the  Class  R
Certificate  to  Non-United  States  Persons  and Persons  other than  Permitted
Transferees are prohibited.

(iii) The Trustee shall be under no liability to any Person for any registration
of  Transfer  of a Class R  Certificate  that is in fact not  permitted  by this
Section 4.02(c) or for making any payments due on such Trust  Certificate to the
holder  thereof or for taking any other action with respect to such holder under
the provisions of this Agreement.

(iv) The  Certificate  Administrator,  on  behalf  of the  Trustee,  shall  make
available all  information  necessary to compute any tax imposed (A) as a result
of the  Transfer of an  Ownership  Interest to any Person who is not a Permitted
Transferee,  including the  information  regarding  "excess  inclusions" of such
Class R Certificate  required to be provided to the Internal Revenue Service and
certain Persons as described in Treasury Regulation Sections  1.860D-1(b)(5) and
1.860E-2(a)(5),  and (B) as a result of any regulated  investment company,  real
estate  investment  trust,  common  trust fund,  partnership,  trust,  estate or
organizations  described  in Section 1381 of the Code having as among its record
holders  at any time any Person who is not a  Permitted  Transferee.  Reasonable
compensation  for providing such  information may be required by the Certificate
Administrator.

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<PAGE>

(v) The  provisions of this Section  4.02(c) set forth prior to this Section (v)
may be modified,  added or  eliminated,  provided that the following  shall have
been delivered to the Trustee:

(A) a  written  notification  from the  Rating  Agency  to the  effect  that the
modification,  addition or  elimination of such  provisions  will not cause such
Rating Agency to downgrade its then-current  ratings of the Trust  Certificates;
and

(B) subject to Section 3.01(f) hereof, an Opinion of Counsel, which shall not be
an expense of the  Trustee,  to the effect that such  modification,  addition or
absence of such  provisions will not cause the Trust Fund to cease to qualify as
a real estate mortgage  investment conduit and will not cause (x) the Trust Fund
to be  subject to an  entity-level  tax  caused by the  Transfer  of any Class R
Certificate  to  a  Person  that  is  not  a  Permitted   Transferee  or  (y)  a
Certificateholder  or another  Person to be subject  to a real  estate  mortgage
investment  conduit  related tax caused by the Transfer of a Class R Certificate
to a Non-United States Person or a Person that is not a Permitted Transferee.

(d) In the case of any Class R  Certificate  presented for  registration  in the
name of any Person,  either (A) the Trustee  shall require an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Certificate  Administrator to the effect that the purchase or holding of
such  Class  R  Certificate  is  permissible  under  applicable  law,  will  not
constitute or result in any non-exempt prohibited  transaction under Section 406
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section  4975  of  the  Code  (or   comparable   provisions  of  any  subsequent
enactments),  and will not subject the Trustee,  the Company or the  Certificate
Administrator  to  any  obligation  or  liability   (including   obligations  or
liabilities  under  ERISA or  Section  4975 of the  Code) in  addition  to those
undertaken in this  Agreement,  which Opinion of Counsel shall not be an expense
of  the  Trustee,  the  Company  or the  Certificate  Administrator  or (B)  the
prospective Transferee shall be required to provide the Trustee, the Company and
the Certificate  Administrator  with a certification  to the effect set forth in
paragraph  fifteen of  Exhibit  C-1,  which the  Trustee  may rely upon  without
further inquiry or  investigation,  or such other  certifications as the Trustee
may deem  desirable or necessary in order to establish  that such  Transferee or
the Person in whose  name such  registration  is  requested  is not an  employee
benefit plan or other plan subject to the prohibited  transaction  provisions of
ERISA or  Section  4975 of the Code,  or any  Person  (including  an  investment
manager,  a named  fiduciary  or a trustee of any such plan) who is using  "plan
assets" of any such plan to effect such acquisition.

(e) No  service  charge  shall be made for any  transfer  or  exchange  of Trust
Certificates  of any  Class,  but  the  Trustee  may  require  payment  of a sum
sufficient  to cover  any tax or  governmental  charge  that may be  imposed  in
connection with any transfer or exchange of Trust Certificates.

(f) All Trust  Certificates  surrendered  for  transfer  and  exchange  shall be
destroyed  by  the  Certificate  Registrar  in  accordance  with  its  customary
procedures.

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<PAGE>

Section 4.03.  Mutilated, Destroyed, Lost or Stolen Trust Certificates.

               If (i) any mutilated  Trust  Certificate  is  surrendered  to the
Certificate  Registrar,  or the Trustee and the  Certificate  Registrar  receive
evidence to their  satisfaction of the  destruction,  loss or theft of any Trust
Certificate,  and (ii) there is  delivered  to the Trustee  and the  Certificate
Registrar  such security or indemnity as may be required by them to save each of
them harmless,  then, in the absence of notice to the Trustee or the Certificate
Registrar  that  such  Trust  Certificate  has  been  acquired  by a  bona  fide
purchaser,  the  Trustee  shall  execute  and the  Certificate  Registrar  shall
authenticate  and  deliver,  in exchange  for or in lieu of any such  mutilated,
destroyed,  lost or stolen Trust  Certificate,  a new Trust  Certificate of like
tenor, Class and Percentage Interest but bearing a number not  contemporaneously
outstanding.  Upon the issuance of any new Trust Certificate under this Section,
the Trustee may  require  the  payment of a sum  sufficient  to cover any tax or
other governmental  charge that may be imposed in relation thereto and any other
expenses  (including  the fees and  expenses of the Trustee and the  Certificate
Registrar) connected therewith.  Any duplicate Trust Certificate issued pursuant
to this Section shall constitute complete and indefeasible evidence of ownership
in the Trust Fund, as if originally  issued,  whether or not the lost, stolen or
destroyed Trust Certificate shall be found at any time.

Section 4.04.  Persons Deemed Owners.

               Prior to due presentation of a Trust Certificate for registration
of transfer,  the Company, the Trustee, the Certificate  Registrar and any agent
of the Company, the Trustee or the Certificate Registrar may treat the Person in
whose  name any Trust  Certificate  is  registered  as the  owner of such  Trust
Certificate for the purpose of receiving  distributions pursuant to Section 3.05
and for all other purposes whatsoever, and neither the Company, the Trustee, the
Certificate  Registrar  nor  any  agent  of  the  Company,  the  Trustee  or the
Certificate Registrar shall be affected by notice to the contrary.

                                   ARTICLE V

                                   THE TRUSTEE

Section 5.01.  Duties of the Trustee.

(a) The Trustee  undertakes  to perform  such duties and only such duties as are
specifically set forth in this Agreement.

(b) The Trustee,  upon  receipt of all  resolutions,  certificates,  statements,
opinions,  reports,  documents,  orders or other  instruments  furnished  to the
Trustee  which  are  specifically  required  to be  furnished  pursuant  to  any
provision  of this  Agreement,  shall  examine  them to  determine  whether they
conform to the  requirements  of this Agreement and, if applicable,  the Pooling
and Servicing Agreement.  The Trustee shall notify the Certificateholders of any
such  documents  which do not  materially  conform to the  requirements  of this
Agreement or the Pooling and Servicing  Agreement in the event that the Trustee,
after so requesting,  does not receive  satisfactorily  corrected documents or a
satisfactory explanation regarding any such nonconformities.

               The Trustee  shall  forward or cause to be  forwarded in a timely
fashion the  notices,  reports and  statements  required to be  forwarded by the
Trustee  pursuant  to this  Agreement.  The  Trustee  shall  furnish in a timely
fashion to the  Certificate  Administrator  such  information as the Certificate


                                       29
<PAGE>

Administrator  may  reasonably  request  from  time to time for the  Certificate
Administrator to fulfill its duties as set forth in this Agreement.  The Trustee
covenants and agrees that it shall perform its obligations hereunder in a manner
so as to  maintain  the  status of any  portion  of the  REMIC as a real  estate
mortgage  investment  conduit under the REMIC Provisions and (subject to Section
3.01(f) hereof) to prevent the imposition of any federal, state or local income,
prohibited  transaction,  contribution  or other  tax on the  Trust  Fund to the
extent that  maintaining  such  status and  avoiding  such taxes are  reasonably
within the  control of the Trustee  and are  reasonably  within the scope of its
duties under this Agreement.

(c) No  provision  of this  Agreement  shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:

(i) The duties and obligations of the Trustee shall be determined  solely by the
express provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are  specifically set forth in
this  Agreement,  no implied  covenants or  obligations  shall be read into this
Agreement  against the  Trustee  and, in the absence of bad faith on the part of
the  Trustee,  the  Trustee  may  conclusively  rely,  as to  the  truth  of the
statements  and the  correctness  of the opinions  expressed  therein,  upon any
certificates  or opinions  furnished  by the Company to the Trustee and which on
their face, do not contradict the requirements of this Agreement;

(ii) The Trustee shall not be personally liable for an error of judgment made in
good faith by a  Responsible  Officer or  Responsible  Officers of the  Trustee,
unless it shall be proved that the Trustee was  negligent  in  ascertaining  the
pertinent facts;

(iii) The Trustee  shall not be  personally  liable  with  respect to any action
taken,  suffered or omitted to be taken by it in good faith in  accordance  with
the direction of Certificateholders of any Class holding Trust Certificate which
evidence,  as to such Class,  Percentage Interests aggregating not less than 25%
as to the time,  method and place of conducting  any  proceeding  for any remedy
available to the Trustee,  or exercising  any trust or power  conferred upon the
Trustee, under this Agreement;

(iv) The Trustee  shall not be charged with  knowledge of any default  under the
Pooling and  Servicing  Agreement  unless a  Responsible  Officer of the Trustee
assigned to and working in the Corporate  Trust Office obtains actual  knowledge
of such failure or event or the Trustee  receives written notice of such failure
or  event  at  its   Corporate   Trust   Office   from   the   Company   or  any
Certificateholder; and

(v) No provision in this  Agreement  shall require the Trustee to expend or risk
its own  funds or  otherwise  incur  any  personal  financial  liability  in the
performance of any of its duties as Trustee hereunder, or in the exercise of any
of its rights or  powers,  if the  Trustee  shall have  reasonable  grounds  for
believing  that  repayment of funds or adequate  indemnity  against such risk or
liability is not reasonably assured to it.

(d) The Trustee shall timely pay, from its own funds,  the amount of any and all
federal,  state and local  taxes  imposed  on the  Trust  Fund or its  assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code,  if, when and as the same shall be


                                       30
<PAGE>

due and  payable,  (B) any tax on  contributions  to the REMIC after the Closing
Date imposed by Section  860G(d) of the Code and (C) any tax on "net income from
foreclosure  property"  as defined in Section  860G(c) of the Code,  but only if
such taxes  arise out of a breach by the Trustee of its  obligations  hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.

Section 5.02.  Certain Matters Affecting the Trustee.

(a) Except as otherwise provided in Section 5.01:

(i) The Trustee may  request  and may rely and shall be  protected  in acting or
refraining from acting upon any resolution,  Officer's Certificate,  certificate
of auditors or any other certificate,  statement,  instrument,  opinion, report,
notice,  request,  consent,  order,  appraisal,  bond or other paper or document
believed by it to be genuine and to have been signed or  presented by the proper
party or parties;

(ii) The Trustee may consult with counsel and any written  advice of its counsel
or any  Opinion  of  Counsel  shall  be  full  and  complete  authorization  and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;

(iii) The Trustee  shall be under no obligation to exercise any of the trusts or
powers  vested in it by this  Agreement or to  institute,  conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the  Certificateholders,  pursuant to the  provisions of this  Agreement,
unless such  Certificateholders  shall have  offered to the  Trustee  reasonable
security or indemnity  against the costs,  expenses and liabilities which may be
incurred therein or thereby;

(iv) The Trustee shall not be personally  liable for any action taken,  suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;

(v) The Trustee shall not be bound to make any  investigation  into the facts or
matters stated in any resolution,  certificate,  statement, instrument, opinion,
report,  notice,  request,  consent,  order,  approval,  bond or other  paper or
document,  unless requested in writing so to do by Holders of Trust Certificates
of any Class evidencing,  as to such Class, Percentage Interests aggregating not
less than 50%; provided,  however,  that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the  making of such  investigation  is, in the  opinion of the  Trustee,  not
reasonably assured to the Trustee by the security afforded to it by the terms of
this  Agreement,  the Trustee  may require  reasonable  indemnity  against  such
expense or liability as a condition to so proceeding.  The reasonable expense of
every such  examination  shall be paid by the  Certificateholder  requesting the
investigation; and

(vi) The Trustee may  execute any of the trusts or powers  hereunder  or perform
any duties hereunder either directly or by or through agents or attorneys.

(b)  Following  the issuance of the Trust  Certificates,  the Trustee  shall not
accept  any  contribution  of  assets  to the Trust  Fund  unless it shall  have
obtained or been  furnished with an Opinion of Counsel from the party seeking to
contribute  assets  and  at  such  party's  expense  to  the  effect  that  such


                                       31
<PAGE>

contribution  will not (i)  cause the Trust  Fund to fail to  qualify  as a real
estate mortgage  investment  conduit at any time that any Trust Certificates are
outstanding or (subject to Section  3.01(f) hereof) (ii) cause the Trust Fund to
be subject to any tax as a result of such contribution (including the imposition
of any tax on "prohibited  transactions" of the Trust Fund imposed under Section
860F(a) of the Code).

Section  5.03.   Trustee  Not  Liable  for  Trust   Certificates  or  Underlying
Certificate.

               The  recitals  contained  herein  and in the  Trust  Certificates
(other  than  the  execution  of the  Trust  Certificates  and  relating  to the
acceptance  and  receipt of the  Underlying  Certificate)  shall be taken as the
statements of the Company or the Certificate  Administrator  as the case may be,
and the Trustee assumes no  responsibility  for their  correctness.  The Trustee
makes no  representations as to the validity or sufficiency of this Agreement or
of the Trust Certificates  (except that the Trust Certificates shall be duly and
validly  executed  by it  as  Trustee  and  authenticated  by it as  Certificate
Registrar) or of the Underlying  Certificate of any related document.  Except as
otherwise  provided herein,  the Trustee shall not be accountable for the use or
application by the Company or the Certificate  Administrator of any of the Trust
Certificates  or of the proceeds of such Trust  Certificates,  or for the use or
application  of any funds  paid to the  Company  in  respect  of the  Underlying
Certificate  deposited in or withdrawn from the Trust Certificate Account by the
Company.

Section 5.04.  Trustee May Own Trust Certificates.

               The Trustee in its  individual  or any other  capacity may become
the owner or pledgee of Trust  Certificates  and may transact  business with the
Company and the parties to the Pooling  and  Servicing  Agreement  with the same
rights it would have if it were not Trustee.

Section 5.05.  Eligibility Requirements for Trustee.

               The Trustee hereunder shall at all times be a banking corporation
or a national  banking  association  having its principal  office in a state and
city  acceptable to the Company and organized and doing  business under the laws
of such state or the United  States of  America,  authorized  under such laws to
exercise  corporate  trust powers,  having a combined  capital and surplus of at
least  $50,000,000 and subject to supervision or examination by federal or state
authority. If such corporation or national banking association publishes reports
of condition at least  annually,  pursuant to law or to the  requirements of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section the combined capital and surplus of such corporation  shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition  so  published.  In case at any time  the  Trustee  shall  cease to be
eligible in accordance  with the  provisions of this Section,  the Trustee shall
resign immediately in the manner and with the effect specified in Section 5.06.

Section 5.06.  Resignation and Removal of the Trustee.

(a) The Trustee may at any time resign and be discharged  from the trusts hereby
created by giving  written  notice  thereof to the Company.  Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written  instrument,  in  duplicate,  one  copy of  which  instrument  shall  be


                                       32
<PAGE>

delivered to the resigning Trustee and one copy to the successor trustee.  If no
successor  trustee shall have been so appointed  and have  accepted  appointment
within 30 days after the giving of such  notice of  resignation,  the  resigning
Trustee may appoint or may petition any court of competent  jurisdiction for the
appointment of a successor trustee.

(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions  of  Section  5.05 and shall  fail to resign  after  written  request
therefor by the Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or of its property  shall be appointed,  or any public officer shall take charge
or  control of the  Trustee or of its  property  or affairs  for the  purpose of
rehabilitation,  conservation  or  liquidation,  then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which  instrument  shall be  delivered to the Trustee so removed and one
copy to the  successor  trustee.  In  addition,  in the event  that the  Company
determines  that  the  Trustee  has  failed  (i) to  distribute  or  cause to be
distributed  to the  Certificateholders  any amount  required to be  distributed
hereunder,  if such amount is held by the Trustee  for  distribution  or (ii) to
otherwise  observe or  perform in any  material  respect  any of its  covenants,
agreements or obligations hereunder,  and such failure shall continue unremedied
for a period of 5 days (in  respect of clause (i) above) or 30 days (in  respect
of clause (ii) above) after the date on which  written  notice of such  failure,
requiring that the same be remedied, shall have been given to the Trustee by the
Company, then the Company may remove the Trustee and appoint a successor trustee
by written  instrument  delivered  as provided  in the  preceding  sentence.  In
connection with the appointment of a successor trustee pursuant to the preceding
sentence, the Company shall, on or before the date on which any such appointment
becomes effective,  obtain from each Rating Agency written confirmation that the
appointment  of any such  successor  trustee will not result in the reduction of
the  ratings  on any  class of the  Certificates  below  the  lesser of the then
current or original ratings on such Certificates.

(c) The Holders of Regular  Certificates  entitled to at least 51% of the Voting
Rights may at any time remove the  Trustee  and  appoint a successor  trustee by
written  instrument or  instruments,  in  triplicate,  signed by such Holders or
their  attorneys-in-fact duly authorized,  one complete set of which instruments
shall be delivered  to the  Company,  one complete set to the Trustee so removed
and one complete set to the successor so appointed.

(d) Any  resignation  or removal of the Trustee and  appointment  of a successor
trustee pursuant to any of the provisions of this Section shall become effective
upon  acceptance of appointment by the successor  trustee as provided in Section
5.07.

Section 5.07.  Successor Trustee.

(a) Any successor  trustee  appointed as provided in Section 5.06 shall execute,
acknowledge  and  deliver  to the  Company  and to its  predecessor  trustee  an
instrument accepting such appointment  hereunder,  and thereupon the resignation
or removal of the predecessor  trustee shall become effective and such successor
trustee shall become effective and such successor  trustee,  without any further
act, deed or conveyance,  shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder,  with the like effect as if
originally named as trustee herein. The predecessor trustee shall deliver to the
successor   trustee  the  Underlying   Certificate  and  related  documents  and


                                       33
<PAGE>

statements held by it hereunder, and the Company, the Certificate  Administrator
and the  predecessor  trustee shall execute and deliver such  instruments and do
such other things as may  reasonably  be required  for more fully and  certainly
vesting and confirming in the successor trustee all such rights,  powers, duties
and obligations.

(b) No successor  trustee shall accept  appointment  as provided in this Section
unless at the time of such acceptance  such successor  trustee shall be eligible
under the provisions of Section 5.05.

(c) Upon  acceptance of appointment  by a successor  trustee as provided in this
Section,  the  Company  shall  mail  notice of the  succession  of such  trustee
hereunder to all Holders of Trust  Certificates  at their  addresses as shown in
the  Certificate  Register.  If the Company  fails to mail such notice within 10
days after  acceptance of  appointment by the successor  trustee,  the successor
trustee shall cause such notice to be mailed at the expense of the Company.

Section 5.08.  Merger or Consolidation of Trustee.

               Any corporation or national  banking  association  into which the
Trustee may be merged or converted or with which it may be  consolidated  or any
corporation  or  national  banking   association   resulting  from  any  merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation or national banking  association  succeeding to all or substantially
all of the corporation trust business of the Trustee,  shall be the successor of
the Trustee hereunder, provided such corporation or national banking association
shall be eligible under the provisions of Section 5.05, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary  notwithstanding.  The Trustee shall mail notice
of any such merger or consolidation to the  Certificateholders  at their address
as shown in the Certificate Register.

Section 5.09.  Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting  any legal  requirements  of any  jurisdiction  in which any part of the
Trust  Fund or  property  securing  the  same may at the  time be  located,  the
Certificate  Administrator  and the Trustee  acting jointly shall have the power
and shall  execute and deliver all  instruments  to appoint one or more  Persons
approved by the Trustee to act as  co-trustee or  co-trustees,  jointly with the
Trustee,  or separate  trustee or separate  trustees,  of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity,  such title
to the Trust Fund, or any part thereof,  and, subject to the other provisions of
this Section 5.09, such powers,  duties,  obligations,  rights and trusts as the
Certificate  Administrator and the Trustee may consider  necessary or desirable.
If the  Certificate  Administrator  shall not have  joined  in such  appointment
within 15 days after the receipt by it of a request so to do, the Trustee  alone
shall have the power to make such appointment. No co-trustee or separate trustee
hereunder  shall be  required  to meet the terms of  eligibility  as a successor
trustee  under  Section  5.05  hereunder  and no  notice  to  Holders  of  Trust
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 5.07 hereof.

(b) In the case of any appointment of a co-trustee or separate  trustee pursuant
to this Section 5.09 all rights,  powers,  duties and  obligations  conferred or
imposed upon the Trustee  shall be  conferred  or imposed upon and  exercised or
performed by the  Trustee,  and such  separate  trustee or  co-trustee  jointly,
except  to the  extent  that  under  any law of any  jurisdiction  in which  any
particular act or acts are to be performed,  the Trustee shall be incompetent or


                                       34
<PAGE>

unqualified  to perform such act or acts,  in which event such  rights,  powers,
duties and obligations  (including the holding of title to the Trust Fund or any
portion  thereof in any such  jurisdiction)  shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to
have  been  given to each of the then  separate  trustees  and  co-trustees,  as
effectively  as if  given  to each of  them.  Every  instrument  appointing  any
separate  trustee or co-trustee shall refer to this Agreement and the conditions
of this Article V. Each separate trustee and co-trustee,  upon its acceptance of
the trusts conferred,  shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be  provided  therein,  subject  to all the  provisions  of this  Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording  protection to, the Trustee.  Every
such instrument shall be filed with the Trustee.

(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee,
its agent or attorney-in-fact,  with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name.  If any separate  trustee or  co-trustee  shall die,
become  incapable  of  acting,  resign  or  be  removed,  all  of  its  estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Trustee,  to the extent  permitted by law,  without the  appointment of a new or
successor trustee.

Section 5.10.  Appointment of Office or Agency.

               The Trustee will  maintain an office or agency in the City of New
York where Trust Certificates may be surrendered for registration of transfer or
exchange,  or  presented  for final  distribution,  and where the  office of the
Certificate  Registrar is located.  The Trustee initially designates such office
to be located at DTC Transfer Services, 55 Water Street, Jeanette Park Entrance,
New York, New York 10041.

          Section 5.11.  Certificate  Administrator  to Pay  Trustee's  Fees and
               Expenses; Indemnification.

               (a) The Certificate  Administrator covenants and agrees to pay to
the  Trustee  and any  co-trustee  from time to time,  and the  Trustee  and any
co-trustee  shall be entitled to,  reasonable  compensation  (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by each of them in the execution of the
trusts hereby  created and in the exercise and  performance of any of the powers
and duties  hereunder  of the Trustee and any  co-trustee,  and the  Certificate
Administrator  will pay or reimburse the Trustee and any co-trustee upon request
for all reasonable expenses,  disbursements and advances incurred or made by the
Trustee or any  co-trustee  in  accordance  with any of the  provisions  of this
Agreement   (including  the  reasonable   compensation   and  the  expenses  and
disbursements of its counsel and of all persons not regularly in its employ, and
the expenses  incurred by the Trustee or any  co-trustee in connection  with the
appointment  of an office or agency  pursuant to Section  5.10)  except any such
expense, disbursement or advance as may arise from its negligence or bad faith.

               (b) The Certificate Administrator agrees to indemnify the Trustee
for, and to hold the Trustee harmless  against,  any loss,  liability or expense
incurred without negligence or willful misconduct on the Trustee's part, arising
out of, or in connection  with, the acceptance and  administration  of the Trust


                                       35
<PAGE>

Fund,  including  the costs and expenses  (including  reasonable  legal fees and
expenses) of defending  itself against any claim in connection with the exercise
or  performance  of any of its powers or duties under this  Agreement,  provided
that:

               (i) with respect to any such claim,  the Trustee shall have given
the Certificate  Administrator written notice thereof promptly after the Trustee
shall have actual knowledge thereof;

               (ii) while maintaining control over its own defense,  the Trustee
shall  cooperate  and  consult  fully  with  the  Certificate  Administrator  in
preparing such defense; and

               (iii) notwithstanding anything in this Agreement to the contrary,
the Certificate Administrator shall not be liable for settlement of any claim by
the  Trustee   entered  into  without  the  prior  consent  of  the  Certificate
Administrator which consent shall not be unreasonably withheld.

               No  termination of this  Agreement  shall affect the  obligations
created by this Section  5.11(b) of the Certificate  Administrator  to indemnify
the Trustee under the conditions and to the extent set forth herein.

               Notwithstanding the foregoing,  the  indemnification  provided by
the Certificate  Administrator  in this Section 5.11(b) shall not pertain to any
loss,  liability or expense of the Trustee,  including the costs and expenses of
defending  itself  against any claim,  incurred in  connection  with any actions
taken by the Trustee at the direction of the Certificateholders  pursuant to the
terms of this Agreement.

Section 5.12. Certain Actions Relating to Underlying  Certificate.  In the event
that there are any matters arising under the Pooling and Servicing  Agreement or
the operative documents relating to transactions contemplated by the Pooling and
Servicing  Agreement which require the vote, consent or direction of the holders
of the  Underlying  Certificate,  the  Trustee,  as  holder  of  the  Underlying
Certificate,  shall  vote the  Underlying  Certificate  in  accordance  with the
written instructions received from the Certificateholders  evidencing at least a
majority   of  the   Percentage   Interest  in  the  Trust   Certificates.   Any
Certificateholder  that  provides  instructions  to the Trustee  pursuant to the
preceding  sentence shall also provide the Trustee and its officers,  directors,
agents and  employees  with an  indemnity  (which shall be  satisfactory  to the
Trustee) for any loss,  liability or expense incurred by the Trustee that arises
out  of,  or in  connection  with,  such  instructions.  In the  absence  of any
instruction  from the  Certificateholders,  the Trustee will abstain from taking
any action with respect to any matter  described  in the first  sentence of this
Section 5.12. The Trustee shall forward to each Certificateholder  copies of any
communications  received regarding matters that require action by holders of the
Underlying Certificate.

                                   ARTICLE VI

                                   TERMINATION

Section 6.01.  Termination.

(a) Subject to Section 6.02, the respective  obligations and responsibilities of
the Company,  the Certificate  Administrator and the Trustee created hereby with
respect to the Trust  Certificates  (other than the  obligation  to make certain
payments and to send certain  notices to  Certificateholders  as hereinafter set
forth)  shall  terminate  immediately  upon the  occurrence  of the last  action


                                       36
<PAGE>

required to be taken by the Trustee on the Termination Date; provided,  however,
that in no event shall the trust created hereby  continue  beyond the expiration
of twenty-one  years from the death of the last survivor of the  descendants  of
Joseph P.  Kennedy,  the late  ambassador  of the  United  States to the  United
Kingdom, living on the date hereof.

(b)  Upon   presentation  and  surrender  of  the  Trust   Certificates  by  the
Certificateholders  on the Termination Date, the Trustee shall distribute to the
Certificateholders the amounts otherwise distributable on such Distribution Date
pursuant to Section  3.05(a).  Any funds not distributed on the Termination Date
because  of  the  failure  of  any  Certificateholders  to  tender  their  Trust
Certificates  shall  be set  aside  and  held in trust  for the  account  of the
appropriate  non-tendering  Certificateholders,  whereupon  the Trust Fund shall
terminate, and such funds shall not be invested. If any Trust Certificates as to
which  notice of the  Termination  Date has been given  pursuant to this Section
6.01 shall not have been  surrendered for  cancellation  within six months after
the time specified in such notice, the Trustee shall mail a second notice to the
remaining  Certificateholders,  at their last addresses shown in the Certificate
Register,  to surrender their Trust  Certificates  for  cancellation in order to
receive,  from such funds held, the final distribution with respect thereto.  If
within  one year after the second  notice any Trust  Certificate  shall not have
been surrendered for  cancellation,  the Trustee shall so notify the Company who
shall upon receipt of such notice, directly or through an agent, take reasonable
steps to contact the remaining Certificateholders  concerning surrender of their
Trust  Certificates.  The costs and  expenses of  maintaining  such funds and of
contacting Certificateholders shall be paid out of the assets which remain held.
If within two years  after the second  notice any Trust  Certificates  shall not
have been surrendered for cancellation, the Trustee shall pay to the Company all
amounts  distributable  to the Holders thereof and the Company shall  thereafter
hold such amounts for the benefit of such Holders.  No interest  shall accrue or
be  payable  to any  Certificateholder  on any  amount  held as a result of such
Certificateholder's  failure to surrender its  Certificate(s)  for final payment
thereof in accordance with this Section 6.01.

Section 6.02.  Additional Termination Requirements.

(a) Within 90 days prior to the  anticipated  Termination  Date, the Certificate
Administrator shall adopt and the Certificate Administrator shall sign a plan of
complete  liquidation  of the Trust Fund  meeting  the  requirements  of Section
860F(a)(4)(A)  of the Code pursuant to which the Trustee shall sell or otherwise
dispose of all the  remaining  assets of the Trust Fund,  unless the Trustee and
the Certificate  Administrator  has received an Opinion of Counsel to the effect
that the  failure  of the Trust  Fund to comply  with the  requirements  of this
Section  6.02(a) will not (i) result in the  imposition of taxes on  "prohibited
transactions"  of the Trust Fund as described  in Section  860F of the Code,  or
(subject to Section 3.01(f) hereof) (ii) cause the Trust Fund to fail to qualify
as a real  estate  mortgage  investment  conduit  at any  time  that  any  Trust
Certificate is outstanding.

(b) Each Holder of a Trust Certificate hereby irrevocably  approves and appoints
the  Certificate  Administrator  as its  attorney-in-fact  for the  purposes of,
adoption of the plan of complete  liquidation  in accordance  with the terms and
conditions of this Agreement.


                                       37
<PAGE>


                                  ARTICLE VII

                  THE COMPANY AND THE CERTIFICATE ADMINISTRATOR


Section 7.01.  Liability of the Company.

               The  Company  and the  Certificate  Administrator  shall  each be
liable in accordance herewith only to the extent of the obligations specifically
and respectively  imposed upon and undertaken by the Company and the Certificate
Administrator herein.

Section 7.02.  Merger, Consolidation or Conversion of the Company.

               (a) The Company and the Certificate  Administrator will each keep
in full effect its existence,  rights and franchises as a corporation  under the
laws of the state of its  incorporation,  and will each obtain and  preserve its
qualification  to do business as a foreign  corporation in each  jurisdiction in
which such  qualification  is or shall be  necessary to protect the validity and
enforceability  of  this  Agreement,  the  Trust  Certificates,  the  Underlying
Certificate or any of the Mortgage  Loans and to perform its  respective  duties
under this Agreement.

               (b)  Any  Person  into  which  the  Company  or  the  Certificate
Administrator may be merged or consolidated,  or any corporation  resulting from
any  merger  or   consolidation   to  which  the  Company  or  the   Certificate
Administrator  shall be a party, or any Person succeeding to the business of the
Company or the Certificate Administrator,  shall be the successor of the Company
or the Certificate  Administrator,  as the case may be,  hereunder,  without the
execution  or filing of any paper or any  further  act on the part of any of the
parties  hereto,  anything  herein to the  contrary  notwithstanding;  provided,
however, that each Rating Agency's ratings, if any, of the Trust Certificates in
effect  immediately prior to such merger or consolidation will not be qualified,
reduced or  withdrawn  as a result  thereof  (as  evidenced  by a letter to such
effect from each Rating Agency).

               (c)  Notwithstanding  anything  else in  this  Section  7.02  and
Section  7.04 to the  contrary,  the  Certificate  Administrator  may assign its
rights and delegate its duties and obligations  under this  Agreement;  provided
that the Person  accepting  such  assignment  or  delegation  shall  execute and
deliver to the  Company  and the  Trustee an  agreement,  in form and  substance
reasonably  satisfactory  to the  Company  and the  Trustee,  which  contains an
assumption by such Person of the due and punctual  performance and observance of
each  covenant and  condition  to be  performed  or observed by the  Certificate
Administrator  under this Agreement;  provided further that each Rating Agency's
rating of the  Classes  of Trust  Certificates  that  have been  rated in effect
immediately  prior to such  assignment  and  delegation  will not be  qualified,
reduced or withdrawn as a result of such assignment and delegation (as evidenced
by a letter to such  effect from each  Rating  Agency).  In the case of any such
assignment and delegation,  the Certificate Administrator shall be released from
its obligations under this Agreement,  except that the Certificate Administrator
shall  remain  liable for all  liabilities  and  obligations  incurred  by it as
Certificate  Administrator hereunder prior to the satisfaction of the conditions
to such assignment and delegation set forth in the preceding sentence.

                                       38
<PAGE>

Section 7.03.  Limitation on Liability of the Company and Others.

(a) Neither the Company, the Certificate Administrator nor any of the directors,
officers,  employees or agents of the Company or the  Certificate  Administrator
shall be under any liability to the Trust Fund or the Certificateholders for any
action  taken or for  refraining  from the  taking of any  action in good  faith
pursuant to this Agreement, or for errors in judgment;  provided,  however, that
this provision shall not protect the Company,  the Certificate  Administrator or
any such Person against any breach of warranties or representations  made herein
or any  liability  which  would  otherwise  be  imposed  by  reason  of  willful
misfeasance,  bad faith or gross  negligence in the  performance of duties or by
reason of reckless  disregard of obligations and duties hereunder.  The Company,
the Certificate  Administrator and any director,  officer,  employee or agent of
the  Company  or the  Certificate  Administrator  may rely in good  faith on any
document of any kind prima facie  properly  executed and submitted by any Person
respecting  any  matters  arising  hereunder.   The  Company,   the  Certificate
Administrator and any director, officer, employee or agent of the Company or the
Certificate  Administrator  shall  be  indemnified  by the  Trust  Fund and held
harmless against any loss,  liability or expense incurred in connection with any
legal action  relating to this Agreement or the Trust  Certificates,  other than
any loss, liability or expense related to any specific Mortgage Loan or Mortgage
Loans  (except  as any such  loss,  liability  or  expense  shall  be  otherwise
reimbursable  pursuant to this  Agreement)  and any loss,  liability  or expense
incurred by reason of willful misfeasance,  bad faith or gross negligence in the
performance  of  duties  hereunder  or  by  reason  of  reckless   disregard  of
obligations   and  duties   hereunder  and  the  Company  and  the   Certificate
Administrator  shall  be  entitled  to be  reimbursed  therefor  out of  amounts
attributable to the Underlying  Certificate on deposit in the Trust  Certificate
Account as provided by Section 3.04 and, on the Distribution  Date(s)  following
such reimbursement,  the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate  Interest on each Class entitled thereto
in the same  manner as if such  expenses  and  costs  constituted  a  Prepayment
Interest Shortfall.

(b) Neither the Company  nor the  Certificate  Administrator  shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding,  hearing or  examination  that is not  incidental to its  respective
duties  under this  Agreement  and which in its  opinion  may  involve it in any
expense or liability;  provided,  however,  that the Company or the  Certificate
Administrator  may in its  discretion  undertake  any such  action,  proceeding,
hearing or  examination  that it may deem  necessary  or desirable in respect to
this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the legal expenses and costs
of such action,  proceeding,  hearing or examination and any liability resulting
therefrom  shall be expenses,  costs and  liabilities of the Trust Fund, and the
Company and the  Certificate  Administrator  shall be entitled to be  reimbursed
therefor out of amounts attributable to the Underlying Certificate on deposit in
the  Trust  Certificate  Account  as  provided  by  Section  3.04  and,  on  the
Distribution  Date(s)  following  such  reimbursement,  the  aggregate  of  such
expenses and costs shall be  allocated  in reduction of the Accrued  Certificate
Interest on each Class  entitled  thereto in the same manner as if such expenses
and costs constituted a Prepayment Interest Shortfall.

Section 7.04.  Company and Certificate Administrator Not to Resign.

               Subject to the  provisions of Section  7.02,  neither the Company
nor the Certificate  Administrator shall resign from its respective  obligations
and  duties  hereby  imposed  on it except  upon  determination  that its duties
hereunder are no longer permissible under applicable law. Any such determination
permitting the resignation of the Company or the Certificate Administrator shall
be evidenced  by an Opinion of Counsel to such effect  delivered to the Trustee.


                                       39
<PAGE>

No such  resignation by the  Certificate  Administrator  shall become  effective
until the Trustee or a successor  certificate  administrator  shall have assumed
the Certificate Administrator's responsibilities and obligations hereunder.

Section 7.05.  Successor Certificate Administrator.

               In the event that the Master  Servicer  is removed or replaced in
accordance  with the terms of the Pooling and Servicing  Agreement,  the Trustee
shall become the successor certificate  administrator hereunder. The Certificate
Administrator  agrees to cooperate with the Trustee in effecting the termination
of the Certificate  Administrator's  responsibilities  and rights hereunder.  No
such termination  shall release the Certificate  Administrator for any liability
that it would  otherwise  have  hereunder  for any act or omission  prior to the
effective time of such termination.

Section 7.06.  Representation and Warranty of Company.

               Immediately prior to the conveyance of the Underlying Certificate
to the Trustee  pursuant to Section 2.01, the Company had good title to, and was
the sole  owner of, the  Underlying  Certificate  free and clear of any  pledge,
lien,  encumbrance or security  interest and such conveyance  validly  transfers
ownership  of the  Underlying  Certificate  to the Trustee free and clear of any
pledge, lien, encumbrance or security interest.

ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

Section 8.01.  Amendment.

(a)  This  Agreement  may be  amended  from  time  to  time  by the  Certificate
Administrator,  the Company and the  Trustee,  without the consent of any of the
Certificateholders:

(i) to cure any ambiguity,

(ii) to correct or supplement  any  provisions  herein or therein,  which may be
inconsistent  with any other  provisions  herein or therein  or to  correct  any
error,

(iii) to modify,  eliminate  or add to any of its  provisions  to such extent as
shall be necessary or desirable to maintain the  qualification of the Trust Fund
as a real  estate  mortgage  investment  conduit  at all  times  that any  Trust
Certificate is outstanding or to avoid or minimize the risk of the imposition of
any tax on the Trust Fund pursuant to the Code that would be a claim against the
Trust Fund,  provided that the Trustee has received an Opinion of Counsel to the
effect  that  (A) such  action  is  necessary  or  desirable  to  maintain  such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (B) such  action  will not  adversely  affect in any  material  respect  the
interests of any Certificateholder,

(iv) to change the timing and/or  nature of deposits into the Trust  Certificate
Account,  provided that (A) such change shall not, as evidenced by an Opinion of
Counsel,  adversely  affect  in  any  material  respect  the  interests  of  any
Certificateholder   and  (B)  such  change  shall  not   adversely   affect  the
then-current  rating of the Trust  Certificates,  as  evidenced by a letter from
each Rating Agency then rating the Trust Certificates to such effect,

                                       40
<PAGE>

(v) to modify,  eliminate  or add to the  provisions  of Section  4.02(c) or any
other provision hereof restricting transfer of the Class R Certificate by virtue
of their being the  "residual  interest"  in the REMIC,  provided  that (A) such
change  shall  not  adversely  affect  the then  current  ratings  of the  Trust
Certificates,  as evidenced  by a letter from the Rating  Agency to such effect,
and (B) such change  shall not,  as  evidenced  by an Opinion of Counsel,  cause
either  the  Trust  Fund  or any  of  the  Certificateholders  (other  than  the
transferor)  to be subject to a tax caused by a transfer to a Non-United  States
Person or a Person that is not a Permitted Transferee, or

(vi) to make any other  provisions with respect to matters or questions  arising
under  this  Agreement  which  shall  not be  materially  inconsistent  with the
provisions of this Agreement,  provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder.

(b) This  Agreement  may also be  amended  from time to time by the  Certificate
Administrator,  the Company  and the Trustee  with the consent of the Holders of
Trust  Certificates  evidencing  in  the  aggregate  not  less  than  66% of the
Percentage  Interests of each Class of Trust  Certificates  affected thereby for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Trust Certificates of such Class;  provided,  however, that no
such amendment shall:

(i) reduce in any manner the amount of, or delay the timing of,  payments  which
are required to be distributed on any Trust  Certificate  without the consent of
the Holder of such Trust Certificate, or

(ii) reduce the  aforesaid  percentage  of Trust  Certificates  of any Class the
Holders of which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Trust  Certificates of such Class then
outstanding.

(c) Notwithstanding any contrary provision of this Agreement,  the Trustee shall
not  consent  to any  amendment  to this  Agreement  unless it shall  have first
received an Opinion of Counsel to the effect that such amendment or the exercise
of any power  granted to the  Company or the  Trustee  in  accordance  with such
amendment  will not result in the imposition of a tax on the Trust Fund or cause
the Trust Fund to fail to qualify as a real estate mortgage  investment  conduit
at any time that any Trust Certificate is outstanding.

(d) Promptly after the execution of any such amendment the Trustee shall furnish
written   notification   of  the   substance   of   such   amendment   to   each
Certificateholder.   It   shall   not  be   necessary   for   the   consent   of
Certificateholders under this Section 8.01 to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve the
substance  thereof.  The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

                                       41
<PAGE>

Section 8.02.  Counterparts.

               For the purpose of facilitating the recordation of this Agreement
as herein  provided  and for other  purposes,  this  Agreement  may be  executed
simultaneously in any number of counterparts,  each of which  counterparts shall
be deemed to be an original,  and such counterparts shall constitute but one and
the same instrument.

Section 8.03.  Limitation on Rights of Certificateholders.

(a) The  death or  incapacity  of any  Certificateholder  shall not  operate  to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal  representatives  or heirs to claim an accounting or to take any action or
proceeding  in any court for a partition  or winding up of the Trust  Fund,  nor
otherwise  affect the rights,  obligations and liabilities of the parties hereto
or any of them.

(b) No  Certificateholder  shall  have any right to vote  (except  as  expressly
provided  for  herein) or in any manner  otherwise  control  the  operation  and
management  of the Trust Fund, or the  obligations  of the parties  hereto,  nor
shall  anything  herein  set  forth,  or  contained  in the  terms of the  Trust
Certificates,  be construed so as to constitute the Certificateholders from time
to  time  as   partners   or   members   of  an   association;   nor  shall  any
Certificateholder  be under any  liability  to any third  party by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute  any suit,  action or proceeding in equity or at law upon
or under or with respect to this Agreement,  unless such Holder previously shall
have given to the Trustee a notice of a default by the Company or the Trustee in
the performance of any obligation hereunder,  and of the continuance thereof, as
hereinbefore  provided,  and  unless  also the  Holders  of  Trust  Certificates
entitled to at least 33% of the Voting  Rights shall have made  written  request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
incurred therein or thereby,  and the Trustee,  for 60 days after its receipt of
such notice, request and offer of indemnity,  shall have neglected or refused to
institute  any  such  action,  suit  or  proceeding.   For  the  protection  and
enforcement of the provisions of this Section, each and every  Certificateholder
and the Trustee  shall be entitled to such relief as can be given  either at law
or in equity.

Section 8.04.  Governing Law.

               This Agreement and the Trust  Certificates  shall be construed in
accordance  with the laws of the State of New York and the  obligations,  rights
and remedies of the parties  hereunder  shall be determined  in accordance  with
such laws.

Section 8.05.  Notices.

               All demands and notices  hereunder  shall be in writing and shall
be  deemed  to have  been duly  given if  personally  delivered  at or mailed by
registered mail,  postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company,  8400  Normandale  Lake Boulevard,  Suite 250,  Minneapolis,  Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Trustee and the Certificate  Administrator in writing by the Company, (b)


                                       42
<PAGE>

in the case of the Certificate Administrator, 2255 N. Ontario Street, Suite 400,
Burbank, California 91504-2130, Attention: Managing Director/Master Servicing or
such other  address as may hereafter be furnished to the Trustee and the Company
in writing by the Certificate Administrator,  (c) in the case of the Trustee (i)
for the  purposes of Section 5.10 hereof,  c/o DTC Transfer  Services,  55 Water
Street, Jeanette Park Entrance, New York, New York 10041, and (ii) for all other
purposes,  Corporate  Trust  Office,  1761 East St.  Andrew  Place,  Santa  Ana,
California  92705-4934,  Attention:  Residential  Accredit  Loans,  Inc.  Series
2003-QR19 or such other address as may hereafter be furnished to the Company and
the  Certificate  Administrator  in writing by the  Trustee,  (d) in the case of
Moody's, 99 Church Street, New York, New York 10007, and (e) in the case of S&P,
55 Water Street,  New York, New York 10041.  Any notice required or permitted to
be mailed to a  Certificateholder  shall be given by first-class  mail,  postage
prepaid, at the address of such holder as shown in the Certificate Register. Any
notice  so  mailed  within  the  time  prescribed  in this  Agreement  shall  be
conclusively   presumed   to  have  been  duly   given,   whether   or  not  the
Certificateholder receives such notice.

Section 8.06.  Notices to the Rating Agencies.

               The Company or the  Trustee,  as  applicable,  shall  notify each
Rating  Agency  at  such  time  as it is  otherwise  required  pursuant  to this
Agreement  to give notice of the  occurrence  of any of the events  described in
clauses (a),  (b),  (d), (e) or (f) below or provide a copy to the Rating Agency
at such time as otherwise required to be delivered pursuant to this Agreement of
any of the statements described in clause (c) below:

(a) a material change or amendment to this Agreement,

(b) the  termination or  appointment  of a successor  Trustee or a change in the
majority ownership of the Trustee,

(c) the statement required to be delivered to the Holders of each Class of Trust
Certificates pursuant to Section 3.06,

(d) a change in the location of the Trust Certificate Account,

(e) the occurrence of the final Distribution Date, and

(f) the repurchase of the Underlying Certificate.

Section 8.07.  Severability of Provisions.

               If any one or more of the  covenants,  agreements,  provisions or
terms of this Agreement shall be for any reason  whatsoever  held invalid,  then
such covenants,  agreements,  provisions or terms shall be deemed severable from
the remaining covenants,  agreements,  provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this  Agreement  or of the  Trust  Certificates  or the  rights  of the  Holders
thereof.

                                       43
<PAGE>

Section 8.08.  Successors and Assigns.

               The provisions of this Agreement  shall be binding upon and inure
to the benefit of the respective  successors and assigns of the parties  hereto,
and all such provisions shall inure to the benefit of the Certificateholders.

Section 8.09.  Article and Section Headings,

               The article and section  headings  herein are for  convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.


                                       44
<PAGE>



               IN WITNESS WHEREOF,  the Company,  the Certificate  Administrator
and the Trustee have caused their names to be signed hereto by their  respective
officers thereunto duly authorized and their respective seals, if required, duly
attested,  to be  hereunto  affixed,  all as of the day  and  year  first  above
written.

             RESIDENTIAL ACCREDIT LOANS, INC.,
             as Company




             By:
                  Name:
                  Title:


             RESIDENTIAL FUNDING CORPORATION,
             as Certificate Administrator




             By:
                  Name:
                  Title:

             DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee




             By:
                    Name:
                    Title:



             By:
                    Name:
                    Title:



<PAGE>


                                    EXHIBIT A

                          FORM OF CLASS CB CERTIFICATE

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE  IS A "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


<PAGE>


<TABLE>

<S>             <C>                               <C>
Certificate No. 1                                 5.75% Pass-Through Rate
Class CB-[___] Senior

Date of Trust Agreement: November 26, 2003        Percentage Interest: [___]%

Certificate Administrator:                        Aggregate   Initial   Certificate    Principal
Residential Funding Corporation                   Balance  of  the  Class CB-[__]  Certificates:
                                                  $[_________]

First Distribution Date:                          Initial Certificate  Principal Balance of this
December 26, 2003                                 Certificate: $[__________]

Assumed Final Distribution Date:                  CUSIP 76110H [___]
October 25, 2033
</TABLE>


                           MORTGAGE TRUST CERTIFICATE
                                SERIES 2003-QR19

        Evidencing a percentage  interest in the distributions  allocable to the
        Class  CB-[__]  Certificates  with  respect to a Trust  Fund  consisting
        primarily of a senior class of mortgage pass-through certificates issued
        by a trust established by RESIDENTIAL ACCREDIT LOANS, INC.

        This Certificate is payable solely from the assets of the Trust Fund (as
defined  in the  Agreement  referred  to  below),  and  does  not  represent  an
obligation of or interest in Residential  Accredit Loans,  Inc., the Certificate
Administrator, the Trustee referred to below or GMAC Mortgage Group, Inc. or any
of their affiliates. Neither this Certificate nor the Underlying Certificate (as
defined  below)  are  guaranteed  or  insured  by  any  governmental  agency  or
instrumentality or by Residential  Accredit Loans, Inc.  (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below),  the Certificate  Administrator,  the Trustee or GMAC Mortgage Group,
Inc.  or  any  of  their  affiliates.   Neither  the  Company,  the  Certificate
Administrator,  GMAC Mortgage Group,  Inc. nor any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or
payable from payments on this Certificate.

        This certifies that CEDE & CO. is the registered owner of the Percentage
Interest  evidenced  by this  Certificate  (obtained  by  dividing  the  Initial
Certificate  Principal  Balance of this  Certificate  by the  aggregate  Initial
Certificate  Principal  Balance  of all  Class  CB-[__]  Certificates,  both  as
specified  above) in  certain  distributions  with  respect  to the  Trust  Fund
consisting  primarily of an interest in the  Residential  Accredit  Loans,  Inc.
Mortgage Asset-Backed Pass-Though Certificates,  Series 2003-QS19, Class CB (the
"Underlying  Certificate").  The Trust Fund was  created  pursuant  to the Trust
Agreement  dated as specified  above (the  "Agreement")  among the Company,  the
Certificate  Administrator and Deutsche Bank Trust Company Americas,  as trustee
(the  "Trustee"),  a summary of certain of the pertinent  provisions of which is
set forth  hereafter.  To the extent not defined herein,  the capitalized  terms
used herein have the meanings  assigned in the  Agreement.  This  Certificate is
issued  under and is subject  to the terms,  provisions  and  conditions  of the
Agreement,  to which  Agreement the Holder of this  Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
<PAGE>

        Pursuant to the terms of the Agreement,  a distribution  will be made on
the 25th day of each  month  or,  if such 25th day is not a  Business  Day,  the
Business Day  immediately  following (the  "Distribution  Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the  close of  business  on the last  Business  Day of the  month
immediately  preceding the month of such distribution (the "Record Date"),  from
Available  Funds in an amount  equal to the product of the  Percentage  Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be  distributed to Holders of Class  CB-[___]  Certificates  on such
Distribution Date.

        Distributions  on this  Certificate  will  be  made  by the  Certificate
Administrator  acting on behalf of the Trustee (by wire  transfer or  otherwise)
for the  account of the Person  entitled  thereto if such  Person  shall have so
notified the Certificate Administrator, or by check mailed to the address of the
Person  entitled  thereto,  as  such  name  and  address  shall  appear  on  the
Certificate Register.

        Notwithstanding  the above,  the final  distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that  purpose in the City and State of New York.  The Initial
Certificate  Principal  Balance  of this  Certificate  is set forth  above.  The
Certificate   Principal  Balance  hereof  will  be  reduced  to  the  extent  of
distributions allocable to principal and any Realized Losses allocable hereto.

        This  Certificate  is one of a duly  authorized  issue  of  certificates
issued in several  Classes  designated  as Mortgage  Trust  Certificates  of the
Series specified hereon.

        The Trust  Certificates  are  limited  in right of  payment  to  certain
distributions made to the Underlying  Certificate,  all as more specifically set
forth herein and in the Agreement.

        As provided in the  Agreement,  withdrawals  from the Trust  Certificate
Account  created  for  the  benefit  of  Certificateholders  may be  made by the
Certificate   Administrator   from  time  to  time  for   purposes   other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement of certain expenses incurred by the Certificate Administrator, the
Company or the Trustee.

        The Agreement permits,  with certain  exceptions  therein provided,  the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Certificate Administrator and the Trustee and the rights of the
Certificateholders  under  the  Agreement  at  any  time  by  the  Company,  the
Certificate  Administrator  and the  Trustee  with the consent of the Holders of
Certificates  evidencing in the  aggregate  not less than 66% of the  Percentage
Interests of each Class of Trust Certificates affected thereby. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future holders of this  Certificate and of any  Certificate  issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation  of such  consent is made upon this  Certificate.  The  Agreement  also
permits the amendment  thereof in certain  circumstances  without the consent of
the Holders of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of Trust Certificates.

<PAGE>

        As provided in the Agreement and subject to certain  limitations therein
set forth,  the transfer of this  Certificate is registrable in the  Certificate
Register upon surrender of this  Certificate for registration of transfer at the
offices or agencies  appointed by the Trustee in the City and State of New York,
duly  endorsed by, or  accompanied  by an  assignment in the form below or other
written  instrument  of  transfer  in form  satisfactory  to the Trustee and the
Certificate  Registrar  duly  executed  by the  Holder  hereof or such  Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one or more new  Trust
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.

        The Trust  Certificates  are issuable  only as  registered  Certificates
without coupons in Classes and in denominations  specified in the Agreement.  As
provided in the Agreement and subject to certain  limitations therein set forth,
Trust  Certificates are  exchangeable  for new Trust  Certificates of authorized
denominations  evidencing the same Class and aggregate Percentage  Interest,  as
requested by the Holder surrendering the same.

        No service charge will be made for any such  registration of transfer or
exchange,  but the Trustee may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        The  Company,  the  Certificate  Administrator,   the  Trustee  and  the
Certificate   Registrar   and  any  agent  of  the  Company,   the   Certificate
Administrator,  the Trustee or the Certificate Registrar may treat the Person in
whose name this  Certificate is registered as the owner hereof for all purposes,
and neither the Company, the Certificate Administrator, the Trustee nor any such
agent shall be affected by notice to the contrary.

        This  Certificate  shall be governed by and construed in accordance with
the laws of the State of New York.

        The obligations  created by the Agreement in respect of the Certificates
and the  Trust  Fund  created  thereby  shall  terminate  upon  the  payment  to
Certificateholders  of all  amounts  held by or on  behalf  of the  Trustee  and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation  of the last Mortgage Loan subject to the
Underlying  Certificate  or  the  disposition  of  all  property  acquired  upon
foreclosure  or deed in lieu of  foreclosure  of any Mortgage  Loan and (ii) the
purchase by the Master  Servicer from the trust fund relating to the  Underlying
Certificate of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby  effecting  early  retirement of the Underlying
Certificate.  The Pooling and Servicing Agreement permits, but does not require,
the Master  Servicer to (i)  purchase at a price  determined  as provided in the
Pooling and Servicing  Agreement all remaining  Mortgage  Loans and all property
acquired in respect of any Mortgage Loan or (ii)  purchase in whole,  but not in
part, all of the 2003-QS19 Certificates from the holders thereof; provided, that
any such option may only be exercised if the Pool Stated  Principal  Balance (as
defined in the Pooling and Servicing  Agreement) of the Mortgage Loans as of the
Distribution  Date upon which the proceeds of any such purchase are  distributed
is less than ten percent of the Cut-off  Date  Principal  Balance (as defined in
the Pooling and Servicing Agreement) of the Mortgage Loans.

        Reference is hereby made to the further  provisions of this  Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
<PAGE>

        Unless the certificate of authentication hereon has been executed by the
Certificate  Registrar,  by  manual  signature,  this  Certificate  shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.


Dated: November 26, 2003                DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Trustee




                                            By:
                                                   Authorized Signatory







                          CERTIFICATE OF AUTHENTICATION

This  is  one  of  the  Class   CB-[___]   Certificates   referred   to  in  the
within-mentioned Agreement.


                                       DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Certificate Registrar



                                            By:
                                                   Authorized Signatory


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED,  the undersigned  hereby sell(s),  assign(s) and transfer(s)
unto

_______________________________________________________________________________
(Please  print  or  typewrite  name and  address  including  postal  zip code of
assignee)  a  Percentage   Interest  evidenced  by  the  within  Mortgage  Trust
Certificate and hereby  authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.

        I  (We)  further  direct  the  Certificate  Registrar  to  issue  a  new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:

 ___________________________________________________________________________


                               _______________________________________
                                Signature by or on behalf of assignor


                                ______________________________________
                                Signature Guaranteed
Dated:_____________________




                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _______________ for the account of __________________ account
number      _______________,      or,     if     mailed     by     check,     to
______________________________.

     Applicable statements should be mailed to __________________________.

     This information is provided by _______________________, the assignee named
above, or ______________________ as its agent.


<PAGE>

                                   EXHIBIT B

                           FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION  PURSUANT TO SECTION 4.02(d) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE ADMINISTRATOR, THE COMPANY
AND THE TRUSTEE THAT THE PURCHASE OF THIS  CERTIFICATE  WILL NOT  CONSTITUTE  OR
RESULT IN A NON-EXEMPT PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE AND WILL NOT SUBJECT THE CERTIFICATE ADMINISTRATOR,  THE COMPANY OR THE
TRUSTEE TO ANY  OBLIGATION  OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN IN THE
AGREEMENT.

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED  TRANSFEREE  PROVIDES A TRANSFER  AFFIDAVIT  TO THE  CERTIFICATE
ADMINISTRATOR  AND THE TRUSTEE  THAT (1) SUCH  TRANSFEREE  IS NOT (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED
STATES, OR ANY AGENCY OR  INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY  WHICH IS A CORPORATION  IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT  FOR THE  FHLMC,  A  MAJORITY  OF ITS BOARD OF  DIRECTORS  IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION,  OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING,  (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES  DESCRIBED IN SECTION
521 OF THE CODE)  WHICH IS EXEMPT  FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS  SUCH  ORGANIZATION  IS SUBJECT TO THE TAX  IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE  INCOME),  (D) RURAL  ELECTRIC AND TELEPHONE  COOPERATIVES  DESCRIBED IN
SECTION  1381(a)(2)(C)  OF THE CODE,  (E) AN ELECTING  LARGE  PARTNERSHIP  UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON  DESCRIBED IN THE FOREGOING  CLAUSES
(A),  (B),  (C),  (D)  OR  (E)  BEING  HEREIN  REFERRED  TO  AS A  "DISQUALIFIED
ORGANIZATION"),  OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION,  (2) NO PURPOSE
OF SUCH  TRANSFER IS TO IMPEDE THE  ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH

<PAGE>

TRANSFEREE  SATISFIES CERTAIN  ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED  TRANSFEREE.  NOTWITHSTANDING  THE REGISTRATION IN THE
CERTIFICATE  REGISTER  OR ANY  TRANSFER,  SALE  OR  OTHER  DISPOSITION  OF  THIS
CERTIFICATE  TO A  DISQUALIFIED  ORGANIZATION  OR  AN  AGENT  OF A  DISQUALIFIED
ORGANIZATION,  SUCH  REGISTRATION  SHALL BE  DEEMED  TO BE OF NO LEGAL  FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A  CERTIFICATEHOLDER
FOR ANY  PURPOSE  HEREUNDER,  INCLUDING,  BUT NOT  LIMITED  TO,  THE  RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.

Certificate No. [___]                             5.75% Pass-Through Rate

Class R Senior                                    Aggregate Initial Certificate
                                                  Principal Balance of the
Date of Trust Agreement:                          Class R Certificates:
November 26, 2003                                 $100.00

First Distribution Date:                          Initial Certificate Principal
December 26, 2003                                 Balance of this Certificate:
                                                  $[_____]
Certificate Administrator:
Residential Funding Corporation                   Percentage Interest:  [_____]%

Assumed Final Distribution Date:                  CUSIP: 76110H [___]
October 25, 2033
                           MORTGAGE TRUST CERTIFICATE,
                                SERIES 2003-QR19

        evidencing a percentage  interest in any distributions  allocable to the
        Class R Certificates with respect to the Trust Fund consisting primarily
        of a senior  class of  mortgage  pass-through  certificates  issued by a
        trust established by RESIDENTIAL ACCREDIT LOANS, INC.

               This  Certificate  is payable solely from the assets of the Trust
Fund (as defined in the Agreement  referred to below), and does not represent an
obligation of or interest in Residential  Accredit Loans,  Inc., the Certificate
Administrator, the Trustee referred to below or GMAC Mortgage Group, Inc. or any
of their affiliates. Neither this Certificate nor the Underlying Certificate (as
defined  below)  are  guaranteed  or  insured  by  any  governmental  agency  or
instrumentality or by Residential  Accredit Loans, Inc.  (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below),  the Certificate  Administrator,  the Trustee or GMAC Mortgage Group,
Inc.  or  any  of  their  affiliates.   Neither  the  Company,  the  Certificate
Administrator,  GMAC Mortgage Group,  Inc. nor any of their affiliates will have
any obligation with respect to any certificate or other obligation secured by or
payable from payments on this Certificate.

               This certifies that [_________________________] is the registered
owner of the  Percentage  Interest  evidenced by this  Certificate  (obtained by
dividing the Initial  Certificate  Principal  Balance of this Certificate by the
aggregate  Initial  Certificate  Principal  Balance of all Class R Certificates,
both as specified above) in certain distributions with respect to the Trust Fund
consisting   primarily  of  the  Residential   Accredit  Loans,   Inc.  Mortgage
Asset-Backed Pass-Through Certificates, Class CB (the "Underlying Certificate").
The Trust Fund was created  pursuant to the Trust  Agreement  dated as specified

<PAGE>

above (the  "Agreement")  among the Company,  the Certificate  Administrator and
Deutsche Bank Trust Company Americas,  as trustee (the "Trustee"),  a summary of
certain of the  pertinent  provisions  of which is set forth  hereafter.  To the
extent not defined herein,  the capitalized  terms used herein have the meanings
assigned in the  Agreement.  This  Certificate is issued under and is subject to
the terms,  provisions and conditions of the Agreement,  to which  Agreement the
Holder of this  Certificate  by virtue of the  acceptance  hereof assents and by
which such Holder is bound.

               Pursuant to the terms of the Agreement,  a  distribution  will be
made on the 25th day of each month or, if such 25th day is not a  Business  Day,
the Business Day immediately following (the "Distribution Date"),  commencing as
described  in the  Agreement,  to the Person in whose name this  Certificate  is
registered  at the  close of  business  on the last  Business  Day of the  month
immediately  preceding the month of such distribution (the "Record Date"),  from
the Available Funds in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required  to  be  distributed  to  Holders  of  Class  R  Certificates  on  such
Distribution Date.

               Each Holder of this  Certificate will be deemed to have agreed to
be bound by the  restrictions  set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted  Transferee,  (ii) the transfer of any
Ownership  Interest in this Certificate will be conditioned upon the delivery to
the Trustee of,  among other  things,  an  affidavit  to the effect that it is a
United States Person and Permitted Transferee,  (iii) any attempted or purported
transfer of any  Ownership  Interest in this  Certificate  in  violation of such
restrictions  will be  absolutely  null and void and will  vest no rights in the
purported  transferee,  and (iv) if any person other than a United States Person
and a Permitted  Transferee  acquires any Ownership Interest in this Certificate
in violation of such restrictions,  then the Company will have the right, in its
sole  discretion and without notice to the Holder of this  Certificate,  to sell
this Certificate to a purchaser selected by the Company,  which purchaser may be
the Company,  or any affiliate of the Company,  on such terms and  conditions as
the Company may choose.

               Notwithstanding   the  above,  the  final  distribution  on  this
Certificate  will be made after due notice of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency  appointed  by the Trustee for that  purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions  allocable to principal and any Realized Losses allocable  hereto.
Notwithstanding  the reduction of the  Certificate  Principal  Balance hereof to
zero,  this  Certificate  will remain  outstanding  under the  Agreement and the
Holder hereof may have additional  obligations with respect to this Certificate,
including  tax   liabilities,   and  may  be  entitled  to  certain   additional
distributions  hereon,  in  accordance  with the  terms  and  provisions  of the
Agreement.

               No transfer of this Class R  Certificate  will be made unless the
Trustee has received either (i) an opinion of counsel  acceptable to and in form
and  substance  satisfactory  to the  Trustee,  the Company and the  Certificate

<PAGE>

Administrator  with respect to the  permissibility  of such  transfer  under the
Employee  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  and
Section 4975 of the Internal Revenue Code (the "Code") and stating,  among other
things,  that the  transferee's  acquisition  of a Class R Certificate  will not
constitute or result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or (ii) a representation  letter,  in the form
as described by the  Agreement,  stating that the  transferee is not an employee
benefit or other plan subject to the prohibited  transaction provisions of ERISA
or  Section  4975 of the Code (a  "Plan"),  or any other  person  (including  an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly,  on behalf of or purchasing any Certificate with "plan assets" of
any Plan.

               This  Certificate  is  one  of a  duly  authorized  issue  of the
certificates issued in several Classes designated as Mortgage Trust Certificates
of the Series specified hereon.

               The Trust Certificates are limited in right of payment to certain
distributions made to the Underlying Certificate.

               As  provided  in  the  Agreement,   withdrawals  from  the  Trust
Certificate Account created for the benefit of Certificateholders may be made by
the  Certificate  Administrator  from  time  to time  for  purposes  other  than
distributions to Certificateholders,  such purposes including without limitation
reimbursement of certain expenses incurred by the Certificate Administrator, the
Company or the Trustee.

               The Agreement permits,  with certain exceptions therein provided,
the  amendment  of  the  Agreement  and  the  modification  of  the  rights  and
obligations of the Company,  the Certificate  Administrator  and the Trustee and
the  rights of the  Certificateholders  under the  Agreement  at any time by the
Company,  the Certificate  Administrator and the Trustee with the consent of the
Holders of  Certificates  evidencing  in the  aggregate not less than 66% of the
Percentage  Interests of each Class of Trust Certificates  affected thereby. Any
such consent by the Holder of this  Certificate  shall be conclusive and binding
on such  Holder  and upon all  future  holders  of this  Certificate  and of any
Certificate  issued upon the transfer  hereof or in exchange  herefor or in lieu
hereof  whether or not notation of such  consent is made upon this  Certificate.
The  Agreement  also  permits  the  amendment  thereof in certain  circumstances
without the consent of the  Holders of any of the  Certificates  and, in certain
additional circumstances,  without the consent of the Holders of certain Classes
of Trust Certificates.

               As provided in the Agreement  and subject to certain  limitations
therein  set forth,  the  transfer of this  Certificate  is  registrable  in the
Certificate  Register upon surrender of this  Certificate  for  registration  of
transfer  at the offices or  agencies  appointed  by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other  written  instrument  of  transfer  in form  satisfactory  to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's  attorney  duly  authorized  in writing,  and thereupon one or more new
Trust  Certificates  of authorized  denominations  evidencing the same Class and
aggregate  Percentage  Interest will be issued to the  designated  transferee or
transferees.

               The  Trust   Certificates   are  issuable   only  as   registered
Certificates  without coupons in Classes and in  denominations  specified in the
Agreement.  As provided  in the  Agreement  and  subject to certain  limitations

<PAGE>

therein  set  forth,   Trust   Certificates   are  exchangeable  for  new  Trust
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder surrendering the same.

               No  service  charge  will be made  for any such  registration  of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

               The Company, the Certificate  Administrator,  the Trustee and the
Certificate   Registrar   and  any  agent  of  the  Company,   the   Certificate
Administrator,  the Trustee or the Certificate Registrar may treat the Person in
whose name this  Certificate is registered as the owner hereof for all purposes,
and neither the Company, the Certificate Administrator, the Trustee nor any such
agent shall be affected by notice to the contrary.

               This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.

               The  obligations  created  by the  Agreement  in  respect  of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to  Certificateholders  of all  amounts  held by or on behalf of the Trustee and
required to be paid to them pursuant to the  Agreement  following the earlier of
(i) the maturity or other  liquidation  of the last Mortgage Loan subject to the
Underlying  Certificate  or  the  disposition  of  all  property  acquired  upon
foreclosure  or deed in lieu of  foreclosure  of any Mortgage  Loan and (ii) the
purchase by the Master  Servicer from the trust fund relating to the  Underlying
Certificate of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans,  thereby  effecting  early  retirement of the Underlying
Certificate.  The Pooling and Servicing Agreement permits, but does not require,
the Master  Servicer to (i)  purchase at a price  determined  as provided in the
Agreement all remaining  Mortgage Loans and all property  acquired in respect of
any  Mortgage  Loan or (ii)  purchase  in  whole,  but not in  part,  all of the
2003-QS19 Certificates from the holders thereof;  provided, that any such option
may only be  exercised if the Pool Stated  Principal  Balance (as defined in the
Pooling and Servicing  Agreement) of the Mortgage  Loans as of the  Distribution
Date upon which the proceeds of any such purchase are  distributed  is less than
ten percent of the Cut-off Date Principal Balance (as defined in the Pooling and
Servicing Agreement) of the Mortgage Loans.

               Reference  is  hereby  made  to the  further  provisions  of this
Certificate set forth on the reverse hereof,  which further provisions shall for
all purpose have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.



<PAGE>


               IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated: November 26, 2003                DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Trustee



                                        By:
                                                 Authorized Signatory






                          CERTIFICATE OF AUTHENTICATION

This is one of the  Class R  Certificates  referred  to in the  within-mentioned
Agreement.


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Certificate Registrar



                                        By:
                                                 Authorized Signatory


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED,  the undersigned  hereby sell(s),  assign(s) and transfer(s)
unto

_______________________________________________________________________________
(Please  print  or  typewrite  name and  address  including  postal  zip code of
assignee)  a  Percentage   Interest  evidenced  by  the  within  Mortgage  Trust
Certificate and hereby  authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.

        I  (We)  further  direct  the  Certificate  Registrar  to  issue  a  new
Certificate of a like  denomination  and Class,  to the above named assignee and
deliver such Certificate to the following address:

 ___________________________________________________________________________



                               _______________________________________
                                Signature by or on behalf of assignor


                                ______________________________________
                                Signature Guaranteed
Dated:_____________________




                            DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise,  in immediately
available funds to _______________ for the account of __________________ account
number      _______________,      or,     if     mailed     by     check,     to
______________________________.

     Applicable statements should be mailed to __________________________.

     This information is provided by _______________________, the assignee named
above, or ______________________ as its agent.


<PAGE>

                                       EXHIBIT C-1

                        TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF                     )
                             )ss.
COUNTY OF                    )

               [NAME OF OFFICER], being first duly sworn, deposes and says:

1. That he is [Title of Officer] of [Name of Owner] (record or beneficial  owner
of the Mortgage Trust Certificates,  Series ____-___,  Class R (the "Owner")), a
[savings  institution]  [corporation] duly organized and existing under the laws
of [the  State of ] [the  United  States],  on  behalf  of  which he makes  this
affidavit and agreement.

2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing  large  partnership  as of [date of  transfer]  within  the  meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code,  (ii) will endeavor to remain other than a  disqualified  organization
for so long as it retains its  ownership  interest in the Class R  Certificates,
and (iii) is acquiring the Class R  Certificates  for its own account or for the
account of another  Owner from which it has received an affidavit  and agreement
in  substantially  the same  form as this  affidavit  and  agreement.  (For this
purpose, a "disqualified organization" means an electing large partnership under
Section 775 of the Code, the United States,  any state or political  subdivision
thereof,  any agency or  instrumentality  of any of the foregoing (other than an
instrumentality  all of the  activities of which are subject to tax and,  except
for the Federal  Home Loan  Mortgage  Corporation,  a majority of whose board of
directors  is not  selected  by any such  governmental  entity)  or any  foreign
government,  international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).

3. That the Owner is aware (i) of the tax that would be imposed on  transfers of
Class  R  Certificates   to   disqualified   organizations   or  electing  large
partnerships,  under  the  Code,  that  applies  to all  transfers  of  Class  R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or,  with  respect to transfers to electing  large  partnerships,  on each such
partnership),  or, if such transfer is through an agent (which person includes a
broker,  nominee or middleman)  for a disqualified  organization,  on the agent;
(iii) that the person  (other than with respect to  transfers to electing  large
partnerships)  otherwise  liable for the tax shall be relieved of liability  for
the tax if the  transferee  furnishes  to such  person  an  affidavit  that  the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that

<PAGE>

the Class R Certificates  may be  "noneconomic  residual  interests"  within the
meaning of Treasury  regulations  promulgated  pursuant to the Code and that the
transferor of a noneconomic  residual  interest will remain liable for any taxes
due with respect to the income on such residual interest,  unless no significant
purpose of the transfer was to impede the assessment or collection of tax.

4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R  Certificates  if either the  pass-through  entity is an electing  large
partnership  under  Section 775 of the Code or if at any time during the taxable
year of the pass-through entity a disqualified organization is the record holder
of an  interest in such  entity.  (For this  purpose,  a "pass  through  entity"
includes a  regulated  investment  company,  a real estate  investment  trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

5. The Owner is either (i) a citizen or  resident of the United  States,  (ii) a
corporation,  partnership  or  other  entity  treated  as  a  corporation  or  a
partnership for U.S.  federal income tax purposes and created or organized in or
under the laws of the  United  States,  any state  thereof  or the  District  of
Columbia (other than a partnership that is not treated as a United States person
under any applicable Treasury regulations), (iii) an estate that is described in
Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section
7701(a)(30)(E) of the Code.

6. The  Owner  hereby  agrees  that it will not  cause  income  from the Class R
Certificates to be attributable to a foreign  permanent  establishment  or fixed
base  (within  the meaning of an  applicable  income tax treaty) of the Owner or
another United States taxpayer.

7. That the Owner is aware that the Trustee  will not  register  the transfer of
any Class R  Certificates  unless the  transferee,  or the  transferee's  agent,
delivers to it an affidavit and agreement,  among other things, in substantially
the same form as this affidavit and agreement.  The Owner expressly  agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

8. That the Owner has  reviewed  the  restrictions  set forth on the face of the
Class  R  Certificates  and the  provisions  of  Section  4.02(c)  of the  Trust
Agreement under which the Class R Certificates were issued.  The Owner expressly
agrees to be bound by and to comply with such restrictions and provisions.

9. That the Owner consents to any additional  restrictions or arrangements  that
shall be deemed  necessary  upon advice of counsel to  constitute  a  reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.

10. The Owner's Taxpayer Identification Number is .

11. This affidavit and agreement  relates only to the Class R Certificates  held
by the Owner and not to any other holder of the Class R Certificates.  The Owner
understands  that the  liabilities  described  herein relate only to the Class R
Certificates.

12. That no purpose of the Owner  relating to the transfer of any of the Class R
Certificates  by the Owner is or will be to impede the  assessment or collection
of any tax; in making this representation,  the Owner warrants that the Owner is
familiar with (i) Treasury  Regulation Section 1.860E-1(c) and recent amendments
thereto,  effective as of July 19, 2002,  and (ii) the preamble  describing  the
adoption of the amendments to such regulation, which is attached hereto as Annex
1.

13.  That the Owner has no  present  knowledge  or  expectation  that it will be
unable  to  pay  any  United  States  taxes  owed  by it so  long  as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R  Certificate
that the Owner  intends  to pay  taxes  associated  with  holding  such  Class R
Certificate  as they  become  due,  fully  understanding  that it may  incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
<PAGE>

14. That the Owner has no present  knowledge or expectation  that it will become
insolvent or subject to a bankruptcy  proceeding for so long as any of the Class
R Certificates remain outstanding.

15. The  Purchaser is not an employee  benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974,  as amended  ("ERISA"),  or Section 4975 of the Code,  or an investment
manager,  named  fiduciary  or a trustee of any such plan,  or any other  Person
acting, directly or indirectly,  on behalf of or purchasing any Certificate with
"plan assets" of any such plan.



<PAGE>


               IN WITNESS  WHEREOF,  the Owner has caused this  instrument to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this day of , 200 .




                                            [NAME OF OWNER]



                                            By:
                                                 [Name of Officer]
                                                 [Title of Officer]
               [Corporate Seal]

               ATTEST:


[Assistant] Secretary

               Personally  appeared before me the above-named [Name of Officer],
known  or  proved  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed  the same as his free act and deed and the free act and deed of
the Owner.

               Subscribed and sworn before me this day of , 200 .




                                  __________________________________
                                   NOTARY PUBLIC



                              COUNTY OF
                              STATE OF
                               My Commission  expires the ___ day of ____,
                                        20___.


<PAGE>


                             ANNEX 1 TO EXHIBIT C-1

DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Parts 1 and 602

[TD 9004]
RIN 1545-AW98


Real Estate Mortgage Investment Conduits

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Final regulations.

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

SUMMARY:  This  document  contains  final  regulations  relating  to safe harbor
transfers of noneconomic  residual interests in real estate mortgage  investment
conduits (REMICs).  The final regulations provide additional  limitations on the
circumstances under which transferors may claim safe harbor treatment.

DATES: Effective Date: These regulations are effective July 19, 2002.
    Applicability Date: For dates of applicability, see Sec. 1.860E-
(1)(c)(10).

FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at (202) 622-3940
(not a toll-free number).

SUPPLEMENTARY INFORMATION:

Paperwork Reduction Act

    The  collection  of  information  in this final rule has been  reviewed and,
pending  receipt and  evaluation of public  comments,  approved by the Office of
Management  and Budget (OMB) under 44 U.S.C.  3507 and assigned  control  number
1545-1675.
    The  collection  of  information  in  this  regulation  is in  Sec.  1.860E-
1(c)(5)(ii).  This  information  is  required to enable the IRS to verify that a
taxpayer is complying with the conditions of this regulation.  The collection of
information  is mandatory  and is  required.  Otherwise,  the taxpayer  will not
receive the benefit of safe harbor treatment as provided in the regulation.  The
likely respondents are businesses and other for-profit institutions.
    Comments on the  collection of  information  should be sent to the Office of
Management  and Budget,  Attn:  Desk Officer for the Department of the Treasury,
Office of Information and Regulatory Affairs, Washington, DC, 20503, with copies
to  the  Internal  Revenue  Service,   Attn:  IRS  Reports  Clearance   Officer,
W:CAR:MP:FP:S,  Washington,  DC 20224. Comments on the collection of information
should be received by September 17, 2002.  Comments are  specifically  requested
concerning:
    Whether  the   collection  of   information  is  necessary  for  the  proper
performance of the functions of the Internal Revenue Service,  including whether
the information will have practical utility;
    The accuracy of the  estimated  burden  associated  with the  collection  of
information (see below);
    How the quality, utility, and clarity of the information to be
collected may be enhanced;
    How the  burden of  complying  with the  collection  of  information  may be
minimized,  including through the application of automated collection techniques
or other forms of information technology; and
    Estimates of capital or start-up costs and costs of operation,  maintenance,
and purchase of service to provide information.
    An agency  may not  conduct  or  sponsor,  and a person is not  required  to
respond to, a  collection  of  information  unless it  displays a valid  control
number assigned by the Office of Management and Budget.
    The  estimated  total  annual  reporting  burden is 470  hours,  based on an
estimated  number of respondents  of 470 and an estimated  average annual burden
hours per respondent of one hour.
    Books or records relating to a collection of information must be retained as
long as their contents may become material in the administration of any internal
revenue law. Generally, tax returns and tax return information are confidential,
as required by 26 U.S.C. 6103.
<PAGE>

Background

    This document contains final regulations  regarding the proposed  amendments
to 26 CFR part 1 under  section  860E of the Internal  Revenue Code (Code).  The
regulations  provide the circumstances under which a transferor of a noneconomic
REMIC  residual   interest   meeting  the   investigation   and   representation
requirements  may avail  itself  of the safe  harbor by  satisfying  either  the
formula test or the asset test.
    Final regulations  governing REMICs, issued in 1992, contain rules governing
the transfer of noneconomic REMIC residual interests.  In general, a transfer of
a  noneconomic  residual  interest  is  disregarded  for all tax  purposes  if a
significant purpose of the transfer is to

[[Page 47452]]

enable the  transferor to impede the  assessment or collection of tax. A purpose
to impede the assessment or collection of tax (a wrongful purpose) exists if the
transferor,  at the time of the transfer,  either knew or should have known that
the transferee would be unwilling or unable to pay taxes due on its share of the
REMIC's taxable income.
    Under a safe harbor, the transferor of a REMIC noneconomic residual interest
is presumed not to have a wrongful  purpose if two  requirements  are satisfied:
(1) the  transferor  conducts a  reasonable  investigation  of the  transferee's
financial  condition  (the  investigation  requirement);  and (2) the transferor
secures a  representation  from the transferee to the effect that the transferee
understands the tax obligations  associated with holding a residual interest and
intends to pay those taxes (the representation requirement).
    The  IRS  and  Treasury  have  been  concerned  that  some   transferors  of
noneconomic  residual  interests  claim they  satisfy  the safe  harbor  even in
situations  where the economics of the transfer  clearly indicate the transferee
is unwilling or unable to pay the tax associated with holding the interest.  For
this reason,  on February 7, 2000, the IRS published in the Federal Register (65
FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed
to clarify the safe harbor by adding the "formula  test," an economic  test. The
proposed  regulation  provides  that the safe harbor is  unavailable  unless the
present value of the  anticipated  tax  liabilities  associated with holding the
residual  interest  does not  exceed the sum of:  (1) The  present  value of any
consideration  given to the transferee to acquire the interest;  (2) the present
value of the expected future distributions on the interest;  and (3) the present
value of the anticipated tax savings associated with holding the interest as the
REMIC generates losses.

<PAGE>

    The notice of proposed  rulemaking also contained rules for FASITs.  Section
1.860H-6(g) of the proposed regulations  provides  requirements for transfers of
FASIT  ownership  interests  and adopts a safe harbor by  reference  to the safe
harbor provisions of the REMIC regulations.
    In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to
set forth an alternative  safe harbor that taxpayers could use while the IRS and
the  Treasury  considered  comments  on  the  proposed  regulations.  Under  the
alternative safe harbor, if a transferor meets the investigation requirement and
the representation  requirement but the transfer fails to meet the formula test,
the transferor  may invoke the safe harbor if the transferee  meets a two- prong
test (the asset test). A transferee generally meets the first prong of this test
if, at the time of the transfer, and in each of the two years preceding the year
of  transfer,  the  transferee's  gross  assets  exceed $100 million and its net
assets exceed $10 million. A transferee generally meets the second prong of this
test if it is a  domestic,  taxable  corporation  and agrees in  writing  not to
transfer  the  interest  to any person  other  than  another  domestic,  taxable
corporation that also satisfies the requirements of the asset test. A transferor
cannot rely on the asset test if the  transferor  knows,  or has reason to know,
that the  transferee  will not comply  with its written  agreement  to limit the
restrictions on subsequent transfers of the residual interest.
    Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the
case of a transfer or assignment of a noneconomic residual interest to a foreign
branch of an otherwise  eligible  transferee.  If such a transfer or  assignment
were permitted,  a corporate taxpayer might seek to claim that the provisions of
an  applicable  income tax treaty  would  resource  excess  inclusion  income as
foreign  source  income,  and that,  as a  consequence,  any U.S. tax  liability
attributable  to the excess  inclusion  income  could be offset by  foreign  tax
credits.  Such a claim would impede the  assessment or collection of U.S. tax on
excess inclusion income,  contrary to the congressional purpose of assuring that
such income will be taxable in all events. See, e.g., sections 860E(a)(1),  (b),
(e) and 860G(b) of the Code.
    The Treasury and the IRS have  learned that certain  taxpayers  transferring
noneconomic residual interests to foreign branches have attempted to rely on the
formula  test to obtain  safe  harbor  treatment  in an  effort  to  impede  the
assessment or collection of U.S. tax on excess  inclusion  income.  Accordingly,
the  final  regulations  provide  that if a  noneconomic  residual  interest  is
transferred  to a  foreign  permanent  establishment  or  fixed  base  of a U.S.
taxpayer,  the transfer is not eligible for safe harbor  treatment  under either
the asset  test or the  formula  test.  The  final  regulations  also  require a
transferee  to  represent  that it will not cause  income  from the  noneconomic
residual  interest to be attributable to a foreign  permanent  establishment  or
fixed base.

<PAGE>

    Section 1.860E-1(c)(8)  provides computational rules that a taxpayer may use
to  qualify  for  safe  harbor   status   under  the   formula   test.   Section
1.860E-1(c)(8)(i)  provides that the transferee is presumed to pay tax at a rate
equal to the highest rate of tax specified in section 11(b).  Some  commentators
were  concerned that this presumed rate of taxation was too high because it does
not take into  consideration  taxpayers  subject to the alternative  minimum tax
rate. In light of the comments received,  this provision has been amended in the
final regulations to allow certain transferees that compute their taxable income
using the alternative  minimum tax rate to use the alternative  minimum tax rate
applicable to corporations.
    Additionally,  Sec.  1.860E-1(c)(8)(iii) provides that the present values in
the  formula  test  are to be  computed  using  a  discount  rate  equal  to the
applicable  Federal  short-term  rate prescribed by section  1274(d).  This is a
change  from  the  proposed   regulation  and  Rev.  Proc.   2001-12.  In  those
publications  the  provision  stated that "present  values are computed  using a
discount rate equal to the applicable Federal rate prescribed in section 1274(d)
compounded  semiannually"  and that "[a] lower  discount rate may be used if the
transferee can demonstrate that it regularly borrows, in the course of its trade
or  business,  substantial  funds at such  lower  rate from an  unrelated  third
party." The IRS and the Treasury  Department  have learned  that,  based on this
provision,  certain taxpayers have been attempting to use unrealistically low or
zero interest rates to satisfy the formula test,  frustrating  the intent of the
test.  Furthermore,  the  Treasury  Department  and the IRS believe  that a rule
allowing  for a rate  other than a rate based on an  objective  index  would add
unnecessary complexity to the safe harbor. As a result, the rule in the proposed
regulations  that  permits a transferee  to use a lower  discount  rate,  if the
transferee can demonstrate that it regularly  borrows  substantial funds at such
lower rate, is not included in the final regulations; and the Federal short-term
rate  has  been  substituted  for  the  applicable  Federal  rate.  To  simplify
taxpayers' computations, the final regulations allow use of any of the published
short-term  rates,  provided  that  the  present  values  are  computed  with  a
corresponding  period  of  compounding.  With the  exception  of the  provisions
relating to transfers to foreign  branches,  these  changes  generally  have the
proposed  applicability  date of February 4, 2000,  but  taxpayers may choose to
apply the interest  rate formula set forth in the proposed  regulation  and Rev.
Proc. 2001-12 for transfers occurring before August 19, 2002.
    It is anticipated that when final regulations are adopted with respect to

[[Page 47453]]

FASITs,  Sec.  1.860H-6(g)  of the  proposed  regulations  will  be  adopted  in
substantially  its  present  form,  with the result  that the final  regulations
contained  in this  document  will  also  govern  transfers  of FASIT  ownership
interests with substantially the same applicability date as is contained in this
document.

Effect on Other Documents

    Rev.  Proc.  2001-12  (2001-3  I.R.B.  335) is  obsolete  for  transfers  of
noneconomic residual interests in REMICs occurring on or after August 19, 2002.


<PAGE>

Special Analyses

    It is hereby  certified that these  regulations  will not have a significant
economic impact on a substantial number of small entities. This certification is
based  on the  fact  that it is  unlikely  that a  substantial  number  of small
entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility
Analysis  under  the  Regulatory  Flexibility  Act (5 U.S.C.  chapter  6) is not
required.  It  has  been  determined  that  this  Treasury  decision  is  not  a
significant regulatory action as defined in Executive Order 12866.  Therefore, a
regulatory assessment is not required. It also has been determined that sections
553(b) and 553(d) of the  Administrative  Procedure Act (5 U.S.C.  chapter 5) do
not apply to these regulations.

Drafting Information

    The principal author of these regulations is Courtney  Shepardson.  However,
other  personnel  from the IRS and  Treasury  Department  participated  in their
development.

List of Subjects

26 CFR Part 1

    Income taxes, Reporting and record keeping requirements.

26 CFR Part 602

    Reporting and record keeping requirements.

Adoption of Amendments to the Regulations

    Accordingly, 26 CFR parts 1 and 602 are amended as follows:

PART 1--INCOME TAXES

    Paragraph 1. The authority  citation for part 1 continues to read in part as
follows:

    Authority: 26 U.S.C. 7805 * * *





<PAGE>

                                   EXHIBIT C-2

                         Form of Transferor Certificate

                                                  __________ , 20__


Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard Suite 250
Minneapolis, Minnesota  55437

                        Residential Funding Corporation
                       2255 N. Ontario Street, Suite 400
                         Burbank, California 91504-2130

Deutsche Bank Trust Company Americas
Corporate Trust Office
1761 East St. Andrew Place
Santa Ana, California 92705-4934


          Re:  Residential  Accredit Loans, Inc.,  Mortgage Trust  Certificates,
               Series 2003-QR19 , Class R Certificates

Ladies and Gentlemen:

               This letter is delivered to you in  connection  with the transfer
by ________ (the "Seller") to (the  "Purchaser")  of a % Percentage  Interest in
Residential Accredit Loans, Inc., Mortgage Trust Certificates,  Series 2003-QR19
, Class R (the "Certificates"),  pursuant to Section 4.02 of the Trust Agreement
(the  "Trust  Agreement"),  dated as of  November  26,  2003  among  Residential
Accredit  Loans,  Inc.,  as  depositor  (the  "Company"),   Residential  Funding
Corporation, as certificate administrator (the "Certificate  Administrator") and
Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). All terms used
herein and not otherwise  defined shall have the meanings set forth in the Trust
Agreement.  The  Seller  hereby  certifies,  represents  and  warrants  to,  and
covenants with, the Company and the Trustee that:

               1.  No  purpose  of  the  Seller  relating  to  transfer  of  the
Certificate  by  the  Seller  to the  Purchaser  is or  will  be to  impede  the
assessment or collection of any tax.

               2. The Seller understands that the Purchaser has delivered to the
Trustee a transfer  affidavit  and  agreement in the form  attached to the Trust
Agreement  as  Exhibit  C-1.  The  Seller  does  not  know or  believe  that any
representation contained therein is false.

               3.  The  Seller  has  no  actual   knowledge  that  the  proposed
Transferee is not both a United States Person and a Permitted Transferee.

               4.  The  Seller  has at the  time  of the  transfer  conducted  a
reasonable  investigation  of  the  financial  condition  of  the  Purchaser  as
contemplated by Treasury Regulations Section  1.860E-1(c)(4)(i) and, as a result
of that  investigation,  the  Seller  has  determined  that  the  Purchaser  has
historically  paid its debts as they  become  due and has  found no  significant
evidence to indicate  the  Purchaser  will not continue to pay its debts as they
become  due in the  future.  The Seller  understands  that the  transfer  of the
Certificate  may not be respected for United States income tax purposes (and the
Seller may  continue  to be liable for United  States  income  taxes  associated
therewith) unless the Seller has conducted such an investigation.

<PAGE>

               5.  Neither  the Seller  nor anyone  acting on its behalf has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require  registration or qualification  pursuant thereto.  The Seller
will not act, in any manner set forth in the foregoing  sentence with respect to
any Certificate.  The Seller has not and will not sell or otherwise transfer any
of the  Certificates,  except in  compliance  with the  provisions  of the Trust
Agreement.

                                        Very truly yours,




                                        By:  ________________
                                      Name:
                                     Title:


<PAGE>



                                    EXHIBIT D

                         Pooling and Servicing Agreement



<PAGE>

                                  EXHIBIT E

                         Form of Form 10K Certification

        I, [identify the certifying individual], certify that:

        1. I have  reviewed  the annual  report on Form 10-K for the fiscal year
[____], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods  included in the year covered by that annual report,
of the trust (the "Trust")  created  pursuant to the Trust Agreement (the "Trust
Agreement") among Residential Accredit Loans, Inc. (the "Company"),  Residential
Funding Corporation (the "Certificate Administrator") and [Name of Trustee] (the
"Trustee");

        2. Based on my knowledge,  the information in these reports,  taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a  material  fact  necessary  to make  the  statements  made,  in  light  of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by this annual report;

        3. Based on my  knowledge,  the  servicing  information  required  to be
provided  to the  Trustee  by the  Certificate  Administrator  under  the  Trust
Agreement for inclusion in these reports is included in these reports;

        4. I am  responsible  for  reviewing  the  activities  performed  by the
Certificate  Administrator under the Trust Agreement and based upon my knowledge
and the annual compliance review required under the Trust Agreement, and, except
as disclosed in the reports,  the  Certificate  Administrator  has fulfilled its
obligations under the Trust Agreement; and

        5. The reports  disclose all  significant  deficiencies  relating to the
Certificate  Administrator's  compliance  with the minimum  servicing  standards
based  upon the report  provided  by an  independent  public  accountant,  after
conducting a review in compliance  with the Uniform Single  Attestation  Program
for Mortgage  Bankers as set forth in the Trust  Agreement,  that is included in
these reports.

        In giving the  certifications  above,  I have  reasonably  relied on the
information provided to me by the following unaffiliated parties: [the Trustee].

Date:_______________________



____________________________*
Name:
Title:

          *    to be signed by the  senior  officer  in charge of the  servicing
               functions of the Certificate Administrator




<PAGE>


                                  EXHIBIT F

                   Form of Back-up Certification to Form 10K Certification

     The  undersigned,  a Responsible  Officer of  [_________]  (the  "Trustee")
certifies that:

        (a) The Trustee has performed all of the duties specifically required to
be performed by it pursuant to the provisions of the Trust Agreement dated as of
[_________],   20[__]  (the   "Agreement")   by  and  among   [_______________],
Residential Funding Corporation and the Trustee in accordance with the standards
set forth therein.

        (b) Based on my knowledge,  the list of  Certificateholders  as shown on
the Certificate Register as of the end of each calendar year that is provided by
the  Trustee  pursuant  to the  Agreement  is accurate as of the last day of the
20[__] calendar year.

Capitalized terms used and not defined herein shall have the meanings given such
terms in the Agreement.

     IN WITNESS WHEREOF,  I have duly executed this certificate as of _________,
20__.]




                                                   Name:___________________
                                                   Title:



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<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                            PAGE




<S>                                                                                        <C>
ARTICLE I         DEFINITIONS...............................................................3

        Section 1.01.     Defined Terms.....................................................3

ARTICLE II        CONVEYANCE OF THE UNDERLYING CERTIFICATE; ORIGINAL ISSUANCE OF
                  TRUST CERTIFICATES.......................................................12

        Section 2.01.     Conveyance of the Underlying Certificate.........................12

        Section 2.02.     Issuance of Trust Certificates...................................14

        Section 2.03.     [Reserved] ......................................................14

        Section 2.04.     [Reserved] ......................................................14

        Section 2.05.     Purposes and Powers of the Trust Fund............................14

ARTICLE III       ADMINISTRATION OF THE UNDERLYING CERTIFICATE; PAYMENTS AND REPORTS
                  TO CERTIFICATEHOLDERS....................................................14

        Section 3.01.     Administration of the Trust Fund and the Underlying
                          Certificate......................................................14

        Section 3.02.     Collection of Monies.............................................18

        Section 3.03.     Establishment of Trust Certificate Account; Deposits in
                          Trust Certificate Account........................................19

        Section 3.04.     Permitted Withdrawals From the Trust Certificate Account.........19

        Section 3.05.     Distributions....................................................19

        Section 3.06.     Statements to Certificateholders.................................21

        Section 3.07.     Access to Certain Documentation and Information..................23

        Section 3.08.     Sale of Defective Assets.........................................23

        Section 3.09.     Modification of Underlying Certificate...........................24

        Section 3.10.     [Reserved] ......................................................24

        Section 3.11.     Allocation of Class CB Loss Amounts..............................24

        Section 3.12.     Compliance with Withholding Requirements.........................24

ARTICLE IV        THE TRUST CERTIFICATES...................................................24

        Section 4.01.     The Trust Certificates...........................................24

        Section 4.02.     Registration of Transfer and Exchange of Trust Certificates......26

        Section 4.03.     Mutilated, Destroyed, Lost or Stolen Trust Certificates..........29

        Section 4.04.     Persons Deemed Owners............................................29

ARTICLE V         THE TRUSTEE..............................................................29

        Section 5.01.     Duties of the Trustee............................................29

        Section 5.02.     Certain Matters Affecting the Trustee............................31

                                        i

<PAGE>

        Section 5.03.     Trustee Not Liable for Trust Certificates or Underlying
                          Certificate......................................................32

        Section 5.04.     Trustee May Own Trust Certificates...............................32

        Section 5.05.     Eligibility Requirements for Trustee.............................32

        Section 5.06.     Resignation and Removal of the Trustee...........................32

        Section 5.07.     Successor Trustee................................................33

        Section 5.08.     Merger or Consolidation of Trustee...............................34

        Section 5.09.     Appointment of Co-Trustee or Separate Trustee....................34

        Section 5.10.     Appointment of Office or Agency..................................35

        Section 5.11.     Certificate Administrator to Pay Trustee's Fees and
                          Expenses; Indemnification........................................35

        Section 5.12.     Certain Actions Relating to Underlying Certificate...............36

ARTICLE VI        TERMINATION..............................................................36

        Section 6.01.     Termination......................................................36

        Section 6.02.     Additional Termination Requirements..............................37

ARTICLE VII       THE COMPANY AND THE CERTIFICATE ADMINISTRATOR............................38

        Section 7.01.     Liability of the Company.........................................38

        Section 7.02.     Merger, Consolidation or Conversion of the Company...............38

        Section 7.03.     Limitation on Liability of the Company and Others................39

        Section 7.04.     Company and Certificate Administrator Not to Resign..............39

        Section 7.05.     Successor Certificate Administrator..............................40

        Section 7.06.     Representation and Warranty of Company...........................40

ARTICLE VIII      MISCELLANEOUS PROVISIONS.................................................40

        Section 8.01.     Amendment........................................................40

        Section 8.02.     Counterparts.....................................................42

        Section 8.03.     Limitation on Rights of Certificateholders.......................42

        Section 8.04.     Governing Law....................................................42

        Section 8.05.     Notices..........................................................42

        Section 8.06.     Notices to the Rating Agencies...................................43

        Section 8.07.     Severability of Provisions.......................................43

        Section 8.08.     Successors and Assigns...........................................44

        Section 8.09.     Article and Section Headings.....................................44
</TABLE>


                                        ii

<PAGE>


                                TABLE OF CONTENTS
                                   (CONTINUED)

Exhibit A......Form of Class CB Certificate
Exhibit B......Form of Class R Certificate
Exhibit C-1....Form of Transfer Affidavit and Agreement
Exhibit C-2....Form of Transferor Certificate
Exhibit D......Pooling and Servicing Agreement
Exhibit E......Form of Form 10K Certification
Exhibit F......Form of Back-up Certification to Form 10K Certification

                                        iii
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