0001068238-06-000051 Sample Contracts

RESIDENTIAL ACCREDIT LOANS, INC. Mortgage Pass-Through Certificates, Series [Deal Name]
Residential Accredit Loans Inc • January 23rd, 2006 • Asset-backed securities • New York

The Certificates will be issued pursuant to a pooling and servicing agreement, dated as of [________] [__], 200[__] (the “Pooling and Servicing Agreement”), among the Company, as seller, Residential Funding, as master servicer, and [_________], as trustee (the “Trustee”). The Certificates are described more fully in the Base Prospectus and the Prospectus Supplement (each as hereinafter defined), which the Company has furnished to you.

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FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • January 23rd, 2006 • Residential Accredit Loans Inc • Asset-backed securities

ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [________] [__], 20[___], between Residential Funding Corporation, a Delaware corporation (“RFC”), and Residential Accredit Loans, Inc., a Delaware corporation (the “Company”).

RESIDENTIAL ACCREDIT LOANS, INC. Mortgage Pass-Through Certificates, Series [Deal Name]
Underwriting Agreement • January 23rd, 2006 • Residential Accredit Loans Inc • Asset-backed securities • New York

The Certificates will be issued pursuant to a pooling and servicing agreement, dated as of [________] [__], 200[__] (the “Pooling and Servicing Agreement”), among the Company, as seller, Residential Funding, as master servicer, and [_________], as trustee (the “Trustee”). The Certificates are described more fully in the Base Prospectus and the Prospectus Supplement (each as hereinafter defined), which the Company has furnished to you.

STANDARD TERMS OF POOLING AND SERVICING AGREEMENT Dated as of January 1, 2006 Residential Accredit Loans, Inc. Mortgage Asset-Backed Pass-Through Certificates
Pooling and Servicing Agreement • January 23rd, 2006 • Residential Accredit Loans Inc • Asset-backed securities • New York
FORM OF TRUST AGREEMENT RESIDENTIAL ACCREDIT LOANS, INC. Company, [NAME OF CERTIFICATE ADMINISTRATOR] Certificate Administrator and [NAME OF TRUSTEE] Trustee TRUST AGREEMENT Dated as of [ , 200 ] Mortgage Pass-Through Certificates Series [200 - ]
Trust Agreement • January 23rd, 2006 • Residential Accredit Loans Inc • Asset-backed securities • New York

THIS TRUST AGREEMENT, dated as of [ 1, 200 ], by and among Residential Accredit Loans, Inc., as the company (together with its permitted successors and assigns, the “Company”), [ ] (together with its permitted successors and assigns, the “Certificate Administrator”) and [ ], as trustee (together with its permitted successors and assigns (the “Trustee”)).

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