Common use of Carryover Shortfall Reserve Fund Clause in Contracts

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund"). The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. On the Closing Date, the Depositor will cause, on behalf of the Trust, the Carryover Shortfall Reserve Fund Amount to be deposited into the Carryover Shortfall Reserve Fund. Pursuant to Section 4.02(j), on the initial Distribution Date, amounts on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from the Carryover Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Class A, Class M and Class B Certificates to the extent of any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closed. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Funds to the Class 1-A-1 and Class 2-A-1 Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and deposited into distribute such amount to such Classes of Certificates on a pro rata basis, based on the Distribution Account related remaining Carryover Shortfall Amount due. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class A, Class M and Class B Certificates to -X-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf of the Holders of the Class AA-1, Class M A-2, Class A-3 and Class B A-4 Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4QO1" (the "Carryover Shortfall Reserve Fund"). The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. On the Closing Date, the Depositor will cause, on behalf of the Trust, the Carryover Shortfall Reserve Fund Amount to be deposited into the Carryover Shortfall Reserve Fund. Pursuant to Section 4.02(j), on the initial Distribution Date, amounts on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from the Carryover Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Class AA-1, Class M A-2, Class A-3 and Class B A-4 Certificates to the extent of any Carryover Shortfall Amount on the Class AA-1, Class M A-2, Class A-3 and Class B A-4 Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will be distributed to Greenwich Capital Markets, Deutsche Bank Securities Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closed. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Fund to the LIBOR Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates)), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and deposited into distribute such amount to such Classes of Certificates on a pro rata basis, based on the Distribution Account related remaining Carryover Shortfall Amount due. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Carryover Shortfall Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class A, Class M and Class B Certificates to -X Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Funds to the Class 1-A-1, Class 2-A-1A, Class 2-A-1B and Class 2-A-2 Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and deposited into distribute such amount to such Classes of Certificates on a pro rata basis, based on the Distribution Account related remaining Carryover Shortfall Amount due. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class A, Class M and Class B Certificates to -X-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,182,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will causeClass Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Class 1-X IO Class, on behalf of the Trust, Class 2-X IO and Class B-X IO Components shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the related Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Fund to the Class 1-A-1A Certificates), the Trsustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund related to a Class of Notional Amount Certificates and distribute such amount to the related Classes of LIBOR Certificates as follows: (x) with respect to either the Group 1 Senior LIBOR Certificates or the Group 2 Senior LIBOR Certificates, on a pro rata basis, based on the related remaining Carryover Shortfall Amount due, and (y) with respect to the Classes of Subordinated Certificates, sequentially, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8 Certificates, in that order. Any excess of the related Net WAC Cap over LIBOR plus the applicable Pass-Through Margin in respect of any Class of LIBOR Certificates on the first Distribution Date will be withdrawn treated as paid from the Carryover Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Master REMIC and from the Master REMIC to such Class Aof Certificates. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class 1-X Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for federal income tax purposes. For all federal income tax purposes, Class M and Class B Certificates amounts transferred by the Master REMIC to the extent Yield Maintenance Reserve Fund shall be treated as amounts distributed by the Master REMIC to the Holders of any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After 1-X Certificates. (e) Upon termination of the initial Distribution Date, all Trust Fund any amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass 1-X Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the LIBOR Certificates and the Class AAXPP Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $3,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. On the Closing Date, the Depositor will causeand funds on deposit therein shall be held separate and apart from, on behalf and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trust, the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund Amount to shall not be deposited into the Carryover Shortfall Reserve Fund. Pursuant to Section 4.02(j), on the initial an asset of any REMIC established by this Agreement. (b) On each Distribution Date, amounts on deposit the Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to any Class of LIBOR Certificates (after distributing amounts from the Derivative Reserve Funds), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund, the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(g)(iv). Any excess of the Net WAC Cap over LIBOR plus the applicable Pass-Through Margin in respect of any Class of LIBOR Certificates on the first Distribution Date will be withdrawn treated as paid from the Carryover Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Master REMIC and from the Master REMIC to such Class A, Class M and Class B Certificates to of Certificates. (d) Funds in the extent of any Carryover Shortfall Amount on Reserve Fund shall not be invested. The Class AXPP Certificates shall evidence ownership of the Class A, Class M and Class B Certificates on such initial Distribution Date. After Carryover Shortfall Reserve Fund for federal income tax purposes. (e) Upon termination of the initial Distribution Date, all Trust Fund any amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass AXPP Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X Certificates shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into the Class A-1 or Class A-2 Certificates (after distributing amounts from the Yield Maintenance Reserve Fund to the Class A-1 and Class A-2 Certificates as provided in Section 3.06(g)), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(v), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Class A-1 or Class A-2 Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and deposited into distribute such amount to such Classes of Certificates on a pro rata basis, based on the Distribution Account for payment to the Class A, Class M and Class B Certificates to the extent of any related remaining Carryover Shortfall Amount on due. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A, Class M and Class B -X Certificates on such initial Distribution Date. After shall evidence ownership of the initial Distribution Date, all Carryover Shortfall Reserve Fund for federal income tax purposes. (e) Upon termination of the Trust Fund any amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 20052006-QO4QO1" (the "Carryover Shortfall Reserve Fund"). The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. On the Closing Date, the Depositor will cause, on behalf of the Trust, the Carryover Shortfall Reserve Fund Amount to be deposited into the Carryover Shortfall Reserve Fund. Pursuant to Section 4.02(j4.02(i), on the initial Distribution Date, amounts on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from the Carryover Shortfall Reserve Fund and deposited into the Distribution Certificate Account for payment to the Class A, Class M and Class B Certificates to the extent of any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will be distributed to Greenwich Capital MarketsGoldman, Inc. Sachs & Co. or its designee, and following such withdrawal the Carryover Shortfall Carryxxxx Xxortfall Reserve Fund will be closed. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $851,939.44. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Funds to the Class 1-A-1, Class 2-A-1A, Class 2-A-1B and Class 2-A-2 Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and distribute such amount to such Classes of Certificates on a pro rata basis, based on the related remaining Carryover Shortfall Amount due. Any excess of the related Net WAC Cap over LIBOR plus the applicable Pass-Through Margin in respect of any Class of Certificates on the first Distribution Date will be withdrawn treated as paid from the Carryover Shortfall Reserve Fund to the Master REMIC and deposited into from the Distribution Account Master REMIC to such Class of Certificates. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all Federal income tax purposes, amounts transferred by the Master REMIC to the Yield Maintenance Reserve Fund shall be treated as amounts distributed by the Master REMIC to the Class A, Class M and Class B Certificates to -X-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class AFloating Rate Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,212,696. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of Floating Rate Certificates (after distributing amounts from the Yield Maintenance Reserve Fund to the Class 2-A-1 and Class 2-A-2 Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the Floating Rate Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and distribute such amount to such Classes of Certificates on a pro rata basis, based on the related remaining Carryover Shortfall Amount due. Any excess of the related Net WAC Cap over LIBOR or MTA, as applicable plus the applicable Pass-Through Margin in respect of any Class of Floating Rate Certificates on the first Distribution Date will be withdrawn treated as paid from the Carryover Shortfall Reserve Fund to the Master REMIC and deposited into from the Distribution Account Master REMIC to such Class of Certificates. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all federal income tax purposes, amounts transferred by the Master REMIC to the Yield Maintenance Reserve Fund shall be treated as amounts distributed by the Master REMIC to the Holders of the Class A, Class M and Class B Certificates to -X-2 Certificates. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4QO5" (the "Carryover Shortfall Reserve Fund"). The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. On the Closing Date, the Depositor will cause, on behalf of the Trust, the Carryover Shortfall Reserve Fund Amount to be deposited into the Carryover Shortfall Reserve Fund. Pursuant to Section 4.02(j4.02(i), on the initial Distribution DateDate with respect to the Class A Certificates, and on each Distribution Date with respect to the Class M Certificates and Class B Certificates, amounts on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from the Carryover Shortfall Reserve Fund and deposited into the Distribution Certificate Account for payment to the Class A, Class M and Class B Certificates Certificates, as applicable, to the extent of any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After Upon the initial Distribution Datereduction of the Certificate Principal Balance of the Class M Certificates and Class B Certificates to zero, all any amounts remaining in the Carryover Shortfall Reserve Fund will be distributed to Greenwich Capital Markets, Deutsche Bank Securities Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closed. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,157,532.77. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 Certificates shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Fund to the Class 2-A-1A, Class 2-A-1B and Class 2-A-2 Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and distribute such amount to such Classes of Certificates on a pro rata basis, based on the related remaining Carryover Shortfall Amount due. Any excess of the related Net WAC Cap over LIBOR plus the applicable Pass-Through Margin in respect of any Class of Certificates on the first Distribution Date will be withdrawn treated as paid from the Carryover Shortfall Reserve Fund to the Master REMIC and deposited into from the Distribution Account Master REMIC to such Class of Certificates. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all Federal income tax purposes, amounts transferred by the Master REMIC to the Yield Maintenance Reserve Fund shall be treated as amounts distributed by the Master REMIC to the Class A, Class M and Class B Certificates to -X-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4QO3" (the "Carryover Shortfall Reserve Fund"). The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. On the Closing Date, the Depositor will cause, on behalf of the Trust, the Carryover Shortfall Reserve Fund Amount to be deposited into the Carryover Shortfall Reserve Fund. Pursuant to Section 4.02(j), on the initial Distribution Date, amounts on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from the Carryover Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Class A, Class M and Class B Certificates to the extent of any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will be distributed to Greenwich Capital Markets, Inc. Residential Funding Securites Corporation or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closed. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class AFloating Rate Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $4,104,735.62. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will causeClass Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Class 1-X IO Class, on behalf of the Trust, 2-X IO and Class B-X IO Components shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the related Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of Floating Rate Certificates (after distributing amounts from the Yield Maintenance Reserve Funds to the related Classes of Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the Floating Rate Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund related to a Class of Notional Amount Certificates and distribute such amount to the corresponding Classes of Certificates as follows: (x) with respect to either the Group 1 Senior Floating Rate Certificates or the Group 2 Senior Floating Rate Certificates, on a pro rata basis, based on the related remaining Carryover Shortfall Amount due, and (y) with respect to the Classes of Subordinated Certificates, sequentially, to the class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10 and Class B-11 Certificates, in that order. Any excess of the related Net WAC Cap over LIBOR plus the applicable Pass-Through Margin in respect of any Class of Floating Rate Certificates on the first Distribution Date will be withdrawn treated as paid from the Carryover Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Master REMIC and from the Master REMIC to such Class Aof Certificates. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Notional Amount Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for federal income tax purposes. For all federal income tax purposes, Class M and Class B Certificates amounts transferred by the Master REMIC to each Yield Maintenance Reserve Fund shall be treated as amounts distributed by the Master REMIC to the extent Holders of the related Class Notional Amount Certificates. (e) Upon termination of the Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedNotional Amount Certificateholders on a pro rata basis. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $2,599,459.16. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 Certificates shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the applicable Yield Maintenance Reserve Fund to the Class 1-A-1, Class 2-A-1A, Class 2-A-1B, Class 2-A-1C and Class 2-A-2 Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and distribute such amount to such Classes of Certificates on a pro rata basis, based on the related remaining Carryover Shortfall Amount due. Any excess of the related Net WAC Cap over LIBOR plus the applicable Pass-Through Margin in respect of any Class of Certificates on the first Distribution Date will be withdrawn treated as paid from the Carryover Shortfall Reserve Fund to the Master REMIC and deposited into from the Distribution Account Master REMIC to such Class of Certificates. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all Federal income tax purposes, amounts transferred by the Master REMIC to the Yield Maintenance Reserve Funds shall be treated as amounts distributed by the Master REMIC to the Class A, Class M and Class B Certificates to -X-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Funds to the Class 1-A-1, Class 2-A-1, Class 2-A-2A and Class 2-A-2B Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and deposited into distribute such amount to such Classes of Certificates on a pro rata basis, based on the Distribution Account related remaining Carryover Shortfall Amount due. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class A, Class M and Class B Certificates to -X-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class AFloating Rate Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund"). The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-1 and Class A-X-2 Components shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the related Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Funds to the related Class of Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(6) and Section 4.02(a)(9), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund related to the Class A-X Certificates and distribute such amount to the corresponding Classes of Certificates as follows: (x) with respect to the Senior LIBOR Certificates, on a pro rata basis, based on the related remaining Carryover Shortfall Amount due, and (y) with respect to the Classes of Subordinated LIBOR Certificates, sequentially, to the Class B-1 and Class B-2 Certificates, in that order. Any excess of the related Net WAC Cap over LIBOR plus the applicable Pass-Through Margin in respect of any Class of LIBOR Certificates on the first Distribution Date will be withdrawn treated as paid from the Carryover Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Master REMIC and from the Master REMIC to such Class Aof Certificates. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Notional Amount Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for federal income tax purposes. For all federal income tax purposes, Class M and Class B Certificates amounts transferred by the Master REMIC to each Yield Maintenance Reserve Fund shall be treated as amounts distributed by the Master REMIC to the extent Holders of the Notional Amount Certificates. (e) Upon termination of the Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedNotional Amount Certificateholders on a pro rata basis. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as into which the Depositor shall deposit $1,000. On the first Distribution Date after the Closing Date, the Trustee for will deposit in the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Fund the amount of the Initial Shortfall Deposit, if any, remaining after making distributions on such Distribution Date of the Class Optimal Interest Distribution Amount to the holders of each Class of Certificates pursuant to Section 4.02. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Funds to the Class 1-A-1, Class 2-A-1, Class 2-A-2A and Class 2-A-2B Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and deposited into distribute such amount to such Classes of Certificates on a pro rata basis, based on the Distribution Account related remaining Carryover Shortfall Amount due. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all Federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the Class A, Class M and Class B Certificates to -X-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class A2-A-1 Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. On the Closing Date, the Depositor will causeand funds on deposit therein shall be held separate and apart from, on behalf and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trust, the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund Amount to shall not be deposited into the Carryover Shortfall Reserve Fund. Pursuant to Section 4.02(j), on the initial an asset of any REMIC established by this Agreement. (b) On each Distribution Date, amounts on deposit the Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Class 2-A-2 Certificates shall instead be deposited in the Carryover Shortfall Reserve Fund will be withdrawn to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to the Class 2-A-1 Certificates, the Trustee shall withdraw from the Carryover Shortfall Reserve Fund, the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(a)(2). (d) Funds in the Carryover Shortfall Reserve Fund and deposited into shall not be invested. The Class 2-A-2 Certificates shall evidence ownership of the Distribution Account Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all Federal income tax purposes, amounts transferred by the Master REMIC to the Basis Risk Reserve Fund shall be treated as amounts distributed by the Master REMIC to the Class A, Class M and Class B Certificates to 2-A-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass 2-A-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf and maintain in its name, in trust for the benefit of the Holders of the Class ALIBOR Certificates, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "a Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for into which the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4" (the "Carryover Shortfall Reserve Fund")Depositor shall deposit $1,000. The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Carryover Shortfall Reserve Fund shall not be an Eligible Account. asset of any REMIC established by this Agreement. (b) On the Closing each Distribution Date, the Depositor will cause, on behalf of Class Optimal Interest Distribution Amount that would otherwise be distributable with respect to the Trust, Class A-X-2 IO Component shall instead be deposited in the Carryover Shortfall Reserve Fund to the extent of the Required Reserve Fund Deposit. (c) On any Distribution Date for which a Carryover Shortfall Amount exists with respect to be deposited into any Class of LIBOR Certificates (after distributing amounts from the Yield Maintenance Reserve Fund to the Class A-1 and Class A-2 Certificates), the Trustee shall withdraw from the Carryover Shortfall Reserve Fund. Pursuant , the amount of such Carryover Shortfall Amount for distribution on such Distribution Date pursuant to Section 4.02(j4.02(a)(3), . If on any Distribution Date the initial Distribution Date, amounts amount on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from is not sufficient to make a full distribution of the Carryover Shortfall Amount with respect to the Classes of the LIBOR Certificates, the Trustee shall withdraw the entire amount on deposit in the Carryover Shortfall Reserve Fund and deposited into distribute such amount to such Classes of Certificates on a pro rata basis, based on the Distribution Account related remaining Carryover Shortfall Amount due. (d) Funds in the Carryover Shortfall Reserve Fund shall not be invested. The Class A-X-2 Certificates shall evidence ownership of the Carryover Shortfall Reserve Fund for payment federal income tax purposes. For all federal income tax purposes, amounts transferred by the Master REMIC to the Carryover Shortfall Reserve Fund shall be treated as amounts distributed by the Master REMIC to the Class A, Class M and Class B Certificates to -X-2 Certificateholders. (e) Upon termination of the extent of Trust Fund any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will shall be distributed to Greenwich Capital Markets, Inc. or its designee, and following such withdrawal the Carryover Shortfall Reserve Fund will be closedClass A-X-2 Certificateholders. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.

Carryover Shortfall Reserve Fund. (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class M and Class B Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Carryover Shortfall Reserve Fund, Deutsche Bank Trust Company Americas as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2005-QO4QO2" (the "Carryover Shortfall Reserve Fund"). The Carryover Shortfall Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. On the Closing Date, the Depositor will cause, on behalf of the Trust, the Carryover Shortfall Reserve Fund Amount to be deposited into the Carryover Shortfall Reserve Fund. Pursuant to Section 4.02(j4.02(i), on the initial Distribution Date, amounts on deposit in the Carryover Shortfall Reserve Fund will be withdrawn from the Carryover Shortfall Reserve Fund and deposited into the Distribution Account for payment to the Class A, Class M and Class B Certificates to the extent of any Carryover Shortfall Amount on the Class A, Class M and Class B Certificates on such initial Distribution Date. After the initial Distribution Date, all amounts remaining in the Carryover Shortfall Reserve Fund will be distributed to Greenwich Capital MarketsGoldman, Inc. Sachs & Co. or its designeedxxxxxxx, and xxx following such withdrawal the Carryover Shortfall Reserve Fund will be closed. (b) The Trustee will invest funds deposited in the Carryover Shortfall Reserve Fund as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor shall be the owner of the Carryover Shortfall Reserve Fund and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Carryover Shortfall Reserve Fund be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Carryover Shortfall Reserve Fund, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor within one Business Day from the closing of the Carryover Reserve Fund. The Depositor shall deposit in the Carryover Shortfall Reserve Fund the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.