Execution Copy
============================================================================================
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of September 1, 2005,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of August 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-QS14
============================================================================================
ARTICLE I
DEFINITIONS
Section
1.1 Definitions................................................4
Section
1.2 Use of Words and Phrases..................................30
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.1 Conveyance of Mortgage Loans..............................31
Section
2.2 Acceptance by Trustee.....................................32
Section
2.3 Representations, Warranties and Covenants of the
Master Servicer and the Company..........................32
Section
2.4 Representations and Warranties of Sellers.
(See Section 2.04 of the Standard Terms).................35
Section
2.5 Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in
REMIC I and REMIC II.....................................35
Section
2.6 Conveyance of Uncertificated REMIC I Regular Interests
and REMIC II Regular Interests;
Acceptance by the Trustee................................36
Section
2.7 Issuance of Certificates Evidencing
Interest in REMIC III....................................36
Section
2.8 Purposes and Powers of the Trust.
(See Section 2.08 of the Standard Terms)..................36
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section
4.1 Certificate Account.......................................38
Section
4.2 Distributions.............................................38
Section
4.3 Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting.
(See Section 4.03 of the Standard Terms)..................47
Section
4.4 Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(See Section 4.04 of the Standard Terms)..................47
Section
4.5 Allocation of Realized Losses.............................47
Section
4.6 Reports of Foreclosures and Abandonment of
Mortgaged Property.......................................49
Section
4.7 Optional Purchase of Defaulted Mortgage Loans.............49
Section
4.8 Surety Bond.
(See Section 4.08 of the Standard Terms).................49
ARTICLE V
THE CERTIFICATES
Section
5.1 The Certificates..........................................50
Section
5.2 Registration of Transfer and Exchange of Certificates.....51
Section
5.3 Mutilated, Destroyed, Lost or Stolen Certificates.........51
Section
5.4 Persons Deemed Owners.....................................51
Section
5.5 Appointment of Paying Agent.
(See Section 5.05 of the Standard Terms).................51
Section
5.6 U.S.A. Patriot Act Compliance.............................51
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
Section
8.1 Duties of the Trustee.....................................54
Section
8.2 Certain Matters Affecting the Trustee.....................54
Section
8.3 Trustee Not Liable for Certificates or Mortgage Loans.....54
Section
8.4 Trustee May Own Certificates..............................54
Section
8.5 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification..........................................54
Section
8.6 Eligibility Requirements for Trustee......................54
Section
8.7 Resignation and Removal of the Trustee....................54
Section
8.8 Successor Trustee.........................................54
Section
8.9 Merger or Consolidation of Trustee........................54
Section
8.10 Appointment of the Co-Trustee or Separate Trustee........54
Section
8.11 Appointment of the Custodians............................54
Section
8.12 Appointment of Office or Agency..........................54
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section
9.1
Optional Purchase by the Master Servicer of
All Certificates; Termination Upon Purchase
by the Master Servicer or Liquidation of
All Mortgage Loans.....................................55
Section
9.2 Additional Termination Requirements.......................58
Section
9.3 Termination of Multiple REMICs............................58
ARTICLE X
REMIC PROVISIONS
Section
10.1 REMIC Administration.....................................59
Section
10.2 Master Servicer; REMIC Administrator and
Trustee Indemnification................................59
Section
10.3 Designation of REMICs....................................59
Section
10.4 Distributions on the Uncertificated REMIC I and
REMIC II Regular Interests.............................60
Section
10.5 Compliance with Withholding Requirements.................62
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section
11.1 Amendment................................................63
Section
11.2 Recordation of Agreement;
Counterparts..................63
Section
11.3 Limitation on Rights of Certificateholders...............63
Section
11.4 Governing Law............................................63
Section
11.5 Notices..................................................63
Section
11.6 Required Notices to Rating Agency and Subservicer........64
Section
11.7 Severability of Provisions.
(See Section 11.07 of the Standard Terms)..............64
Section
11.8 Supplemental Provisions for Resecuritization.............64
Section
11.9 Allocation of Voting Rights..............................64
Section
11.10 No Petition.............................................64
EXHIBITS
Exhibit One-I:
Mortgage Loan Schedule (Group I Loans)
Exhibit One-II:
Mortgage Loan Schedule (Group II Loans)
Exhibit One-III:
Mortgage Loan Schedule (Group III Loans)
Exhibit Two-I:
Schedule of Discount Fractions for Group I Loans
Exhibit Two-II:
Schedule of Discount Fractions for Group II Loans and
Group III Loans
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of August 1, 2004
3
This is a Series Supplement,
dated as of September 1, 2005 (the "Series Supplement"),
to the Standard
Terms of Pooling and
Servicing
Agreement,
dated as of August 1, 2004 and
attached as Exhibit
Four
hereto
(the
"Standard
Terms"
and,
together
with this Series
Supplement,
the
"Pooling and
Servicing
Agreement"
or
"Agreement"),
among
RESIDENTIAL
ACCREDIT LOANS,
INC., as the company
(together with its permitted
successors and assigns,
the "Company"),
RESIDENTIAL
FUNDING
CORPORATION,
as master
servicer
(together with its
permitted
successors and assigns,
the "Master Servicer"),
and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued hereunder in multiple classes,
which in
the aggregate will evidence the entire beneficial
ownership
interest in the Mortgage Loans
(as defined herein.
As provided herein,
the REMIC
Administrator
will make an election to
treat the entire
segregated
pool of assets
described in the definition of Trust Fund, and
subject to this Agreement
(including
the Mortgage
Loans),
as three real estate
mortgage
investment conduits (each, a "REMIC") for federal income tax
purposes.
The terms and
provisions of the Standard Terms are hereby
incorporated
by reference
herein as though set forth in full herein.
If any term or provision
contained herein shall
conflict with or be inconsistent
with any provision
contained in the Standard
Terms,
the
terms and
provisions of this Series
Supplement
shall govern.
All
capitalized
terms not
otherwise
defined
herein
shall have the meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
The following table sets forth the designation,
type,
Pass-Through
Rate,
aggregate
Initial Certificate
Principal Balance,
Maturity Date, initial ratings and certain features
for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
Designation Pass-Through Aggregate
Features(1)
Maturity
Fitch/
Minimum
Rate
Initial
Date
Moody's/S&P Denomina-
Certificate
tions(2)
Principal
Balance
-----------
------
------------
------------------
--------
----------
--------------
I-A-1
5.25%
Senior/Fixed Rate
September
AAA/Aaa/NA
$25,000.00
125,510,000.00
25, 2020
II-A-1
6.00%
Senior/Fixed Rate
September
AAA/NA/AAA
$25,000.00
115,613,000.00
25, 2035
III-A-1
6.00%
Senior/Super
September
AAA/NA/AAA
$25,000.00
220,000,000.00 Senior/Fixed Rate 25, 2035
III-A-2
6.00%
Senior/Senior
September
AAA/NA/AAA
$25,000.00
10,000,000.00 Support/Fixed Rate
25, 2035
III-A-3
6.00%
Senior/Fixed Rate
September
AAA/NA/AAA
$25,000.00
104,601,000.00
25, 2035
I-A-P
0.00%
Senior/Principal
September
AAA/Aaa/NA
$25,000.00
1,302,649.20
Only
25, 2020
I-A-V
Variable
0.00
Senior//Interest
September
AAA/Aaa/NA
$2,000,000.00
Rate(3)
Only/Variable Rate
25, 2020
II-A-P
0.00%
Senior/Principal
September
AAA/NA/AAA
$25,000.00
7,998,673.73
Only
25, 2035
II-A-V
Variable
0.00
Senior//Interest
September
AAA/NA/AAA
$2,000,000.00
Rate(4)
Only/Variable Rate
25, 2035
Class R-I
5.25%
$100.00
Senior/Residual/FixedSeptember
AAA/Aaa/NA
75
Rate
25, 2020
Class R-II
6.00%
$50.00
Senior/Residual/FixedSeptember
AAA/NA/AAA
5
Rate
25, 2035
Class R-III
6.00%
$50.00
Senior/Residual/FixedSeptember
AAA/NA/AAA
5
Rate
25, 2035
Class I-M-1
5.25%
Mezzanine/Fixed
September
AA/NA/NA
$25,000.00
$2,881,400.00
Rate
25, 2020
Class I-M-2
5.25%
$327,400.00
Mezzanine/Fixed
September
A/NA/NA
$250,000.00
Rate
25, 2020
Class I-M-3
5.25%
$392,900.00
Mezzanine/Fixed
September
BBB/NA/NA
$250,000.00
Rate
25, 2020
Class
6.00%
Mezzanine/Fixed
September
NA/NA/AA
$25,000.00
II-M-1
$11,637,900.00
Rate
25, 2035
Class
6.00%
Mezzanine/Fixed
September
NA/NA/A
$250,000.00
II-M-2
$5,333,700.00
Rate
25, 2035
Class
6.00%
Mezzanine/Fixed
September
NA/NA/BBB
$250,000.00
II-M-3
$2,909,300.00
Rate
25, 2035
Class I-B-1
5.25%
$196,400.00 Subordinate/Fixed
September
BB/NA/NA
2
Rate
25, 2020
Class I-B-2
5.25%
$130,900.00 Subordinate/Fixed
September
B/NA/NA
2
Rate
25, 2020
Class I-B-3
5.25%
$196,455.55 Subordinate/Fixed
September
NA/NA/NA
2
Rate
25, 2020
Class
6.00%
Subordinate/Fixed
September
NA/NA/BB
$250,000.00
II-B-1
$2,909,300.00
Rate
25, 2035
Class
6.00%
Subordinate/Fixed
September
NA/NA/B
$250,000.00
II-B-2
$2,182,000.00
Rate
25, 2035
Class
6.00%
Subordinate/Fixed
September
NA/NA/NA
$250,000.00
II-B-3
$1,697,095.41
Rate
25, 2035
-----------------------------
(1) The Certificates,
other than the Class B and Class R Certificates,
shall be Book-Entry
Certificates.
The
Class B and
Class R
Certificates
shall be
delivered
to the
holders
thereof in physical form.
(2) The
Certificates,
other than the Class R
Certificates,
shall be
issuable in minimum
dollar
denominations
as
indicated
above (by
Certificate
Principal
Balance or Notional
Amount,
as
applicable)
and
integral
multiples of $1 (or $1,000 in the case of the Class
I-A-P, Class II-A-P,
Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1,
Class II-B-2 and
Class II-B-3
Certificates)
in excess
thereof,
except that one
Certificate of any of the
Class I-A-P,
Class II-A-P,
Class I-B-1,
Class I-B-2,
Class I-B-3,
Class
II-B-1,
Class
II-B-2 and Class
II-B-3
Certificates
that
contain an uneven
multiple of $1,000 shall be
issued in a
denomination
equal to the sum of the related
minimum
denomination
set forth
above (or in the case of the Class
I-B-1,
Class
I-B-2 and
Class
I-B-3
Certificates
in
minimum original
denominations equal to the initial
Certificate
Principal Balance of such
Certificate) and such uneven multiple for such Class or the sum of
such
denomination and an
integral multiple of $1,000.
(3) The initial Pass-Through Rate on the Class I-A-V Certificates
is 0.3245%.
(4) The initial Pass-Through Rate on the Class II-A-V Certificates
is 0.3226%.
(5) Each class of the Class R
Certificates
shall be issuable in minimum
denominations
of
not less than a 20% Percentage Interest;
provided
,
however
, that one Class R Certificate of
each Class will be issuable
to
Residential
Funding as "tax
matters
person"
pursuant to
Section
10.01(c) and (e) in a minimum
denomination
representing a Percentage
Interest of
The Group I Loans
have an
aggregate
principal
balance
as of the
Cut-off
Date of
$130,938,204.75.
The Group II Loans have an aggregate
principal
balance as of the Cut-off
Date of
$123,586,657.14.
The Group III Loans have an aggregate principal balance as of the
Cut-off Date of
$361,295,412.00.
The
combined
Group II Loans and Group III Loans have an
aggregate principal balance as of the Cut-off Date of
$484,882,069.14.
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In consideration of the mutual agreements herein
contained,
the Company,
the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section
1.1
Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued
Certificate
Interest:
With
respect to each
Distribution
Date,
as to any
Class or Subclass of
Certificates
(other than any Principal Only
Certificates),
interest
accrued during the related Interest Accrual Period at the related
Pass-Through
Rate on the
Certificate
Principal
Balance
or
Notional
Amount
thereof
immediately
prior
to
such
Distribution
Date.
Accrued
Certificate
Interest
will be
calculated
on the
basis of a
360-day year,
consisting of twelve 30-day months. In each case Accrued
Certificate Interest
on any Class or Subclass of Certificates will be reduced by the
amount of:
(i)
Prepayment
Interest
Shortfalls on all Mortgage Loans in the related Loan Group
(to the extent not offset by the Master
Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii)
the interest
portion
(adjusted
to the Net Mortgage
Rate (or the Modified Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized
Losses on
all Mortgage
Loans in the related Loan Group
(including
Excess Special Hazard
Losses,
Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary
Losses)
not allocated
solely to one or more specific
Classes of Certificates
pursuant
to Section 4.05,
(iii) the interest
portion of Advances that were (A) previously
made with respect to
a Mortgage
Loan or REO
Property
on the
Mortgage
Loans in the
related
Loan
Group,
which
remained
unreimbursed
following
the
Cash
Liquidation
or REO
Disposition
of such
Mortgage Loan or REO Property and (B) made with respect to
delinquencies
that
were
ultimately
determined
to be Excess
Special
Hazard
Losses,
Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary
Losses
on the Mortgage
Loans in the related Loan Group and were not
allocated
solely
to one or more specific Classes of Certificates pursuant to Section
4.05, and
(iv)
any other interest
shortfalls not covered by the subordination
provided by the
related Class M Certificates
and related Class B Certificates,
including
interest
that is not collectible from the Mortgagor
pursuant to the
Servicemembers
Civil Relief Act, as amended,
or similar
legislation
or
regulations as in effect
from time to time, all allocated as described below.
The Class I-A
Percentage
of these
reductions
with
respect
to the Group I Loans will be
allocated among the Holders of the Group I Senior
Certificates,
other than the Class I-A-P
Certificates,
in proportion to the amounts of Accrued Certificate
Interest that would have
been payable to those
Certificates
from the Group I Loans on that Distribution Date absent
such
reductions.
The Class II-A
Percentage of these
reductions with respect to the Group
II Loans
will be
allocated
among the
Holders
of the Group II
Senior
Certificates,
in
proportion
to the amounts of Accrued
Certificate
Interest that would have been payable to
those
Certificates
from
the
Group
II
Loans
on
that
Distribution
Date
absent
such
reductions.
The Class III-A
Percentage of these
reductions
with respect to the Group III
Loans
will be
allocated
among
the
Holders
of the
Group III
Senior
Certificates,
in
proportion
to the amounts of Accrued
Certificate
Interest that would have been payable to
those
Certificates
from
the
Group
III
Loans
on that
Distribution
Date
absent
such
reductions.
The remainder of these
reductions
will be allocated
among the Holders of the
related
Class M
Certificates
and the related
Class B
Certificates
in proportion to the
respective
amounts of Accrued
Certificate
Interest
that would have been
payable on that
distribution
date
absent
these
reductions.
In
the
case
of
each
class
of
Class
M
Certificates and Class B Certificates,
Accrued
Certificate
Interest on that class will be
further
reduced by the interest
portion
(adjusted
to the Net Mortgage
Rate) of Realized
Losses
that are
allocated
solely to such Class of Class M
Certificates
or such Class of
Class B in
Certificates
pursuant to Section
4.05.
Accrued
Certificate
Interest on each
Class of
Certificates
is
calculated
on the basis of a 360-day year
consisting of twelve
30-day months
Aggregate Available
Distribution Amount: With respect to a Distribution Date, the sum
of the
Available
Distribution
Amounts
for both Loan Group II and Loan Group III for such
Distribution Date.
Aggregate Senior Interest
Distribution
Amount:
With respect to a Distribution Date,
the sum of the Senior
Interest
Distribution
Amounts for both Loan Group II and Loan Group
III for such Distribution Date.
Aggregate Senior Principal
Distribution
Amount: With respect to a Distribution Date,
the sum of the Senior Principal
Distribution
Amounts for both Loan Group II and Loan Group
III for such Distribution Date.
Available
Distribution
Amount:
As to any Distribution
Date and each Loan Group, an
amount equal to (a) the sum of (i) the amount
relating to the Mortgage
Loans on deposit in
the
Custodial
Account
as
of
the
close
of
business
on
the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the
Custodial
Account in connection
with the
substitution
of Qualified
Substitute
Mortgage
Loans, (ii) the amount of any Advance made on the immediately
preceding Certificate Account
Deposit
Date,
(iii)
any
amount
deposited
in the
Certificate
Account
on the
related
Certificate
Account Deposit Date pursuant to the second paragraph of Section
3.12(a),
(iv)
any amount
deposited in the
Certificate
Account
pursuant to Section 4.07, (v) any amount
that the Master
Servicer is not
permitted to withdraw
from the
Custodial
Account or the
Certificate
Account
pursuant to Section
3.16(e),
(vi) any amount received by the Trustee
pursuant to the Surety Bond in respect of such Distribution
Date and (vii) the
proceeds of
any
Pledged
Assets
received
by the
Master
Servicer
and any
additional
amounts to be
included
with respect to such Loan Group
pursuant to Section
4.02(i),
reduced by (b) the
sum as of the close of
business
on the
immediately
preceding
Determination
Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future
Distribution,
and (y) amounts
permitted to be withdrawn by the Master
Servicer from the
Custodial
Account in respect of
the Mortgage Loans in the related Loan Group
pursuant to clauses
(ii)-(x),
inclusive,
of
Section 3.10(a).
Bankruptcy
Amount:
With
respect to each Loan Group as of any date of
determination
prior to the first
anniversary of the Cut-off Date, an amount equal to the excess,
if any,
of (A)
$150,000,
in the case of Loan Group I, and
$170,255,
in the case of Loan Group II
and Loan Group III in the
aggregate,
over (B) the aggregate
amount of
Bankruptcy
Losses
allocated solely to one or more specific Classes of Certificates in
the related
Certificate
Group
in
accordance
with
Section
4.05
of this
Series
Supplement.
As of any
date of
determination on or after the first
anniversary of the Cut-off Date, an amount equal to the
excess, if any, of
(1) the lesser of (a) the related
Bankruptcy
Amount calculated as of the close
of business on the Business Day immediately
preceding the most recent
anniversary of
the Cut-off Date coinciding with or preceding such date of
determination
(or, if such
date of
determination
is an
anniversary
of the
Cut-off
Date,
the
Business
Day
immediately
preceding such date of
determination)
(for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of
(A)
(i) if the aggregate principal balance of the Non-Primary
Residence
Loans in the related Loan Group as of the Relevant
Anniversary is less than 10%
of the Stated Principal
Balance of the Mortgage Loans in the related Loan Group
as of the
Relevant
Anniversary,
$0.00,
or
(ii) if the
aggregate
principal
balance of the
Non-Primary
Residence Loans in the related Loan Group as of the
Relevant
Anniversary
is equal to or greater
than 10% of the Stated
Principal
Balance of the
Mortgage
Loans in the
related
Loan
Group as of the
Relevant
Anniversary,
the sum of (I) the aggregate
principal balance of the Non-Primary
Residence Loans in the related Loan Group with a Loan-to-Value
Ratio of greater
than 80.00% but less than or equal to 90.00% (other than
Additional
Collateral
Loans),
times 0.25%,
(II) the aggregate
principal
balance of the Non-Primary
Residence Loans in the related Loan Group with a Loan-to-Value
Ratio of greater
than 90.00% but less than or equal to 95.00% (other than
Additional
Collateral
Loans),
times
0.50%,
and
(III)
the
aggregate
principal
balance
of
the
Non-Primary
Residence
Loans in the
related
Loan Group
with a
Loan-to-Value
Ratio of greater
than 95.00%
(other than
Additional
Collateral
Loans) times
0.75%, in each case as of the Relevant Anniversary; and
(B)
the
greater
of (i)
the
product
of (x) an
amount
equal
to the
largest difference in the related Monthly Payment for any
Non-Primary
Residence
Loan
remaining
in the related
Loan Group
(other than
Additional
Collateral
Loans)
which had an original
Loan-to-Value
Ratio of 80% or greater that would
result
if the Net
Mortgage
Rate
thereof
was equal to the
weighted
average
(based on the principal
balance of the Mortgage Loans in the related Loan Group
as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage Loans
in the related Loan Group as of the Relevant
Anniversary
less 1.25% per annum,
(y) a number
equal to the
weighted
average
remaining
term to
maturity,
in
months,
of all Non-Primary
Residence Loans remaining in the related Loan Group
as of the Relevant
Anniversary,
and (z) one plus the quotient of the number of
all
Non-Primary
Residence Loans remaining in the related Loan Group divided by
the total number of
Outstanding
Mortgage Loans in the related Loan Group as of
the Relevant Anniversary, and (ii) $50,000,
over (2) the
aggregate
amount of
Bankruptcy
Losses on Mortgage
Loans in the
related
Loan
Group
allocated
solely to one or more
specific
Classes
of
related
Certificates in accordance with Section 4.05 since the Relevant
Anniversary.
The
Bankruptcy
Amount
for each Loan
Group may be
further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided
that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation
from each Rating
Agency
that such
reduction
shall not reduce the rating
assigned to any
Class of related
Certificates
by such Rating
Agency
below the lower of the
then-current
rating or the rating
assigned to such
Certificates
as of the Closing
Date by such Rating
Agency and (ii) provide a copy of such written confirmation to the
Trustee.
Capitalization
Reimbursement
Amount:
As to any Distribution Date and Loan Group the
amount of Advances or Servicing
Advances that were added to the Stated Principal Balance of
the Mortgage
Loans in such Loan Group during the prior calendar month and
reimbursed to the
Master
Servicer or
Subservicer on or prior to such
Distribution
Date pursuant to Section
3.10(a)(vii),
plus the related
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any prior
Distribution
Date and
reimbursed
to the Master
Servicer or
Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount: As to any Distribution Date and Loan
Group, the amount,
if any, by which the amount of Advances or Servicing
Advances that were
added to the Stated
Principal
Balance of the Mortgage
Loans in such Loan Group during the
preceding
calendar
month
exceeds the amount of principal
payments on the Mortgage
Loans
included in the Available Distribution Amount for that Loan Group
and Distribution Date.
Certificate:
Any Class I-A-1,
Class II-A-1,
Class
III-A-1,
Class
III-A-2,
Class
III-A-3,
Class I-A-V, Class I-A-P,
Class II-A-1,
Class II-A-V,
Class II-A-P,
Class R-I,
Class R-II, Class R-III, Class I-M-1, Class I-M-2, Class I-M-3,
Class II-M-1,
Class II-M-2,
Class II-M-3,
Class I-B-1, Class I-B-2,
Class I-B-3, Class II-B-1,
Class II-B-2 and Class
II-B-3 Certificates.
Certificate
Account:
The
separate
account
or
accounts
created
and
maintained
pursuant to Section
4.01 of the
Standard
Terms,
which shall be entitled
"Deutsche
Bank
Trust Company
Americas,
as trustee,
in trust for the
registered
holders of
Residential
Accredit Loans, Inc., Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2005-QS14"
and which must be an Eligible Account.
Certificate
Group:
With
respect to (i) Loan Group I, the Group I Senior,
Class I-M
and Class I-B
Certificates;
(ii) Loan
Group II, the Group II Senior
Certificates;
(iii)
Loan Group III, the Group III Senior
Certificates and (iv) Loan Group II and Loan Group III
in the aggregate,
the Group II Senior,
Group III Senior, Class II-A-P, Class II-A-V, Class
II-M and Class II-B Certificates.
Certificate Policy:
None.
Certificate
Principal
Balance:
With
respect to each
Certificate
(other
than any
Interest Only Certificate), on any date of determination, an amount
equal to:
(i)
the Initial
Certificate
Principal
Balance of such Certificate as specified on
the face thereof, plus
(ii)
any Subsequent
Recoveries
added to the Certificate
Principal
Balance of such
Certificate pursuant to Section 4.02, minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect
to such
Certificate (or any predecessor
Certificate) and applied to reduce the
Certificate
Principal
Balance thereof
pursuant to Section 4.02(a) and (y) the
aggregate of all
reductions in
Certificate
Principal
Balance
deemed to have
occurred in connection with Realized
Losses which were previously
allocated to
such Certificate (or any predecessor Certificate) pursuant to
Section 4.05;
provided,
that the
Certificate
Principal
Balance
of each
Certificate
of the
Class of
Subordinate
Certificates
with the
Lowest
Priority
at any given
time
shall be
further
reduced
by an amount
equal to the
Percentage
Interest
represented
by such
Certificate
multiplied by the excess,
if any, of (A) the then aggregate
Certificate
Principal Balance
of all Classes of Certificates in the related
Certificate
Group then
outstanding over (B)
the then aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group.
Class
A-P
Collection
Shortfall:
With
respect
to
the
Cash
Liquidation
or
REO
Disposition
of a Discount
Mortgage
Loan, any
Distribution
Date and any Loan Group,
the
extent to which
the
amount
described
in clause
(C)(1)
of the
definition
of Class A-P
Principal
Distribution
Amount
for such Loan Group is less than the
amount
described
in
clause (C)(2) of such definition.
Class A-P Principal
Distribution
Amount:
With respect to any Distribution
Date and
Loan Group an amount equal to the aggregate of:
(A)
the related
Discount
Fraction of the
principal
portion of each Monthly
Payment
on each
Discount
Mortgage
Loan in the
related
Loan
Group due during the
related Due Period,
whether or not received on or prior to the related
Determination
Date,
minus the
Discount
Fraction
of the
principal
portion of any
related
Debt
Service
Reduction which together with other Bankruptcy
Losses exceeds the Bankruptcy
Amount;
(B)
the related Discount
Fraction of the principal portion of all unscheduled
collections on each Discount
Mortgage Loan in the related Loan Group received
during
the preceding calendar month or, in the case of Principal
Prepayments in Full, during
the related
Prepayment
Period (other than amounts received in connection with a Cash
Liquidation
or REO
Disposition
of a Discount
Mortgage Loan described in clause (C)
below), including Principal Prepayments in Full,
Curtailments,
Subsequent Recoveries
and
repurchases
(including
deemed
repurchases
under Section
3.07(b)) of Discount
Mortgage
Loan in the
related
Loan Group
(or,
in the case of a
substitution
of a
Deleted Mortgage Loan in the related Loan Group,
the Discount
Fraction of the amount
of
any
shortfall
deposited
in
the
Custodial
Account
in
connection
with
such
substitution);
(C)
in connection
with the Cash
Liquidation or REO Disposition of a Discount
Mortgage
Loan in the related Loan Group that occurred
during the preceding
calendar
month (or was deemed to have occurred
during such period in
accordance
with Section
3.07(b))
that did not
result in any
Excess
Special
Hazard
Losses,
Excess
Fraud
Losses,
Excess
Bankruptcy
Losses or
Extraordinary
Losses,
an amount equal to the
lesser of (1) the
applicable
Discount
Fraction of the Stated
Principal
Balance of
such Discount
Mortgage Loan immediately
prior to such
Distribution Date and (2) the
aggregate
amount of the
collections
on such Mortgage Loan to the extent
applied as
recoveries of principal;
(D)
any amounts
allocable to principal
for any
previous
Distribution
Date
(calculated pursuant to clauses (A) through (C) above) that remain
undistributed; and
(E)
the amount of any Class A-P Collection
Shortfalls
for such
Distribution
Date and Loan Group and the
amount of any Class A-P
Collection
Shortfalls
for such
Loan Group
remaining
unpaid for all
previous
Distribution
Dates,
but only to the
extent of the Eligible Funds for such Distribution Date; minus
(F)
the
related
Discount
Fraction
of the
portion
of
the
Capitalization
Reimbursement
Amount for the related Loan Group for such
Distribution
Date, if any,
related to each Discount Mortgage Loan in the related Loan Group.
Notwithstanding the foregoing,
with respect to any Distribution Date on and after the
Credit Support Depletion Date, the Class A-P Principal
Distribution Amount for a Loan Group
shall equal the excess of (i) the sum of (a) the related Discount
Fraction of the principal
portion of each Monthly
Payment on each
Discount
Mortgage
Loan in the related Loan Group
received or advanced prior to the related Determination Date and
not previously
distributed
minus the Discount
Fraction of the principal
portion of any related Debt Service Reduction
which
together
with other
Bankruptcy
Losses
exceeds the
Bankruptcy
Amount and (b) the
aggregate
amount
calculated
pursuant
to
clauses
(B) and (C) above over (ii) the amount
calculated pursuant to clause (F) above.
Class A-P Certificates:
The Class I-A-P
Certificates and Class II-A-P
Certificates,
which
relate to and are payable from the Group I Loans and the Group II
Loans and Group III
Loans, respectively.
Class A-V Certificates:
The Class I-A-V
Certificates and Class II-A-V
Certificates,
which
relate to and are payable from the Group I Loans and the Group II
Loans and Group III
Loans, respectively.
Class B Certificates:
The Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1,
Class
II-B-2
and
Class
II-B-3
Certificates.
The Class
I-B-1,
Class
I-B-2
and Class
I-B-3
Certificates
relate to and are
payable
from the Group I Loans.
The Class
II-B-1,
Class
II-B-2 and Class II-B-3
Certificates
relate to and are payable from the Group II Loans and
the Group III Loans.
Class M Certificates:
The Class I-M-1, Class I-M-2, Class I-M-3
Certificates,
which
relate to and are payable
from the Group I Loans,
and the Class
II-M-1,
Class II-M-2 and
Class II-M-3
Certificates,
which relate to and are payable from the Group II Loans and the
Group III Loans.
Class
R
Certificate:
Any
one
of
the
Class
R-I,
Class
R-II
and
Class
R-III
Certificates.
Class R-I Certificate:
Any one of the Class R-I Certificates
executed by the Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the
Standard Terms as Exhibit D and evidencing an interest
designated as a "residual
interest"
in REMIC I for purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any one of the
Class
R-II
Certificates
executed
by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to
the
Standard
Terms as Exhibit D and
evidencing
an
interest
designated
as a
"residual
interest" in REMIC II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any one of the Class
R-III
Certificates
executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to
the
Standard
Terms as Exhibit D and
evidencing
an
interest
designated
as a
"residual
interest" in REMIC III for purposes of the REMIC Provisions.
Class I-A Percentage:
With respect to any
Distribution
Date, the lesser of 100% and
a fraction,
expressed as a percentage,
the numerator of which is the aggregate Certificate
Principal
Balance
of
the
Group
I
Senior
Certificates,
other
than
the
Class
I-A-P
Certificates,
immediately
prior to that
Distribution Date and the denominator of which is
the
aggregate
Stated
Principal
Balance
of all of the
Mortgage
Loans (or
related
REO
Properties)
in Loan Group I, other than the
Discount
Fraction
of the
Discount
Mortgage
Loans in Loan Group I, immediately prior to that Distribution Date.
Class I-M Certificates: The Class I-M-1, Class I-M-2 and Class
I-M-3 Certificates.
Class II-A
Percentage:
With respect to any
Distribution
Date, the percentage equal
to lesser of 100% and a fraction,
expressed as a percentage,
the numerator of which is the
aggregate
Certificate
Principal Balance of the Group II Senior
Certificates,
immediately
prior to that
Distribution
Date and the
denominator
of
which
is the
aggregate
Stated
Principal
Balance of all of the Mortgage
Loans (or related REO
Properties)
in Loan Group
II,
other than the
Discount
Fraction
of the
Discount
Mortgage
Loans in Loan Group II,
immediately prior to that Distribution Date.
Class III-A
Percentage-With
respect to any Distribution Date, the lesser of 100% and
a fraction,
expressed as a percentage,
the numerator of which is the aggregate Certificate
Principal
Balance
of
the
Group
III
Senior
Certificates
immediately
prior
to
that
Distribution
Date and the denominator of which is the aggregate Stated Principal
Balance of
all of the
Mortgage
Loans (or related REO
Properties)
in Loan Group III,
other than the
Discount
Fraction of the Discount
Mortgage Loans in Loan Group III,
immediately
prior to
that Distribution Date.
Class II-M Certificates: The Class II-M-1, Class II-M-2 and Class
II-M-3 Certificates.
Closing Date:
September 29, 2005.
Compensating
Interest:
With respect to any Distribution
Date and each Loan Group an
amount equal to Prepayment Interest Shortfalls resulting from
Principal
Prepayments in Full
during the related
Prepayment
Period and Curtailments
during the prior calendar month and
included in the Available
Distribution
Amount for the such Loan Group on such Distribution
Date,
but not more than the lesser of (a)
one-twelfth
of 0.125% of the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans in the related Loan Group
immediately
preceding
such
Distribution
Date and (b) the sum of the
Servicing
Fee and all
income
and gain on
amounts
held in the
Custodial
Account
and the
Certificate
Account
and
payable to the
Certificateholders
with
respect to the
Mortgage
Loans in the related Loan Group and such
Distribution
Date;
provided
that
for
purposes
of this
definition
the
amount
of the
Servicing
Fee will not be reduced
pursuant
to Section
7.02(a)
except as may be required
pursuant to the last sentence of such Section.
Corporate
Trust
Office:
The
principal
office
of
the
Trustee
at
which
at any
particular
time its
corporate
trust
business
with
respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this
instrument
is located at
1761 East St.
Andrew
Place,
Santa
Ana,
California
92705-4934,
Attention:
Residential
Funding Corporation Series 2005-QS14.
Credit Support
Depletion Date:
With respect to Loan Group I, the first
Distribution
Date on which the Certificate
Principal Balances of the Class I-M, Class I-B-1, Class I-B-2
and Class I-B-3
Certificates
have been reduced to zero.
With respect to Loan Group II and
Loan Group III, the first
Distribution Date on which the Certificate
Principal Balances of
the Class II-M, Class II-B-1,
Class II-B-2 and Class II-B-3
Certificates have been reduced
to zero.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Cut-off Date:
September 1, 2005.
Determination
Date:
With respect to any
Distribution
Date, the second Business Day
prior to each Distribution Date.
Discount
Net
Mortgage
Rate:
With
respect to Loan
Group I, 5.25% per annum.
With
respect to Loan Group II and Loan Group III, 6.00% per annum.
Due Period:
With respect to each Distribution
Date, the calendar month in which such
Distribution Date occurs.
Eligible
Account:
An account that is any of the
following:
(i)
maintained
with a
depository
institution the debt
obligations of which have been rated by each Rating Agency
in its highest rating available,
or (ii) an account or accounts in a depository institution
in which such accounts are fully
insured to the limits
established
by the FDIC,
provided
that any deposits not so insured shall, to the extent
acceptable to each Rating Agency,
as
evidenced
in
writing,
be
maintained
such that (as
evidenced
by an
Opinion of Counsel
delivered
to the Trustee and each Rating
Agency) the
registered
Holders of
Certificates
have a claim
with
respect
to the funds in such
account
or a
perfected
first
security
interest against any collateral (which shall be limited to
Permitted
Investments)
securing
such
funds
that is
superior
to
claims
of any
other
depositors
or
creditors
of the
depository
institution
with which such account is maintained,
or (iii) in the case of the
Custodial Account, a trust account or accounts
maintained in the corporate trust department
of U.S. Bank, National Association,
or (iv) in the case of the Certificate Account, a trust
account or accounts
maintained in the corporate
trust
division of the Trustee,
or (v) an
account or
accounts
of a
depository
institution
acceptable
to each
Rating
Agency (as
evidenced
in writing by each Rating
Agency that use of any such
account as the
Custodial
Account or the
Certificate
Account
will not reduce
the rating
assigned
to any Class of
Certificates
by
such
Rating
Agency
below
the
then-current
rating
assigned
to
such
Certificates by such Rating Agency).
Eligible
Funds:
With
respect to any
Distribution
Date and Loan
Group,
an amount
equal to the
excess of (a) the
Available
Distribution
Amount
for such Loan Group or the
Aggregate
Available
Distribution
Amount,
as
applicable,
over
(b)
the
sum of (i) the
aggregate amount of Accrued
Certificate
Interest on the related Senior Certificates or the
Aggregate
Senior
Interest
Distribution
Amount,
as
applicable,
(ii) the related Senior
Principal
Distribution
Amount
or
Aggregate
Senior
Principal
Distribution
Amount,
as
applicable,
(determined
without
regard to Section
4.02(a)(ii)(Y)(D)
hereof),
(iii) the
related Class A-P Principal
Distribution
Amount for Loan Group I or both Loan Group II and
Loan Group III, as applicable
(determined without regard to clause (E) of the definition of
Class
A-P
Principal
Distribution
Amount)
and
(iv)
the
aggregate
amount
of
Accrued
Certificate
Interest on the Class I-M,
Class I-B-1 and Class
I-B-2
Certificates,
or the
Class II-M, Class II-B-1 and Class II-B-2 Certificates, as
applicable.
Excess
Subordinate
Principal
Amount:
With respect to any
Distribution
Date on which
the aggregate Certificate Principal Balance of the Class of
Subordinate
Certificates in the
Certificate
Group related to a Loan Group then
outstanding
with the Lowest Priority is to
be
reduced
to zero and on which
Realized
Losses
are to be
allocated
to such
Class or
Classes,
the excess,
if any, of (i) the amount that would
otherwise be
distributable
in
respect of
principal on such class or classes of
Certificates
on such
Distribution
Date
over (ii) the excess, if any, of the aggregate
Certificate
Principal Balance of such Class
or Classes of Certificates
immediately
prior to such
Distribution Date over the aggregate
amount
of
Realized
Losses
to be
allocated
to
such
Classes
of
Certificates
on such
Distribution
Date as
reduced
by any
amount
calculated
with
respect to that Loan Group
pursuant to clause (E) of the
definition of Class A-P Principal
Distribution
Amount.
The
Excess
Subordinate
Principal
Amount will be allocated
between the Loan Group II and Loan
Group
III on a pro rata
basis in
accordance
with the
amount of
Realized
Losses on the
Mortgage Loans in each Loan Group allocated to the Certificates on
that Distribution Date.
Fraud Loss
Amount:
With
respect to each Loan Group as of any date of
determination
after the
Cut-off
Date,
an amount
equal to:
(X) prior to the first
anniversary
of the
Cut-off
Date an amount
equal to 2.25% (in the case of Group I Loans) or 2.00% (in the case
of Group II Loans and
Group III Loans
combined)
of the
aggregate
outstanding
principal
balance of the
Mortgage
Loans in the
related
Loan Group or Loan Groups as of the Cut-off
Date minus the
aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of related
Certificates in accordance
with Section 4.05 of this Series
Supplement
since the
Cut-off
Date up to such date of
determination,
(Y) from the first to,
but not
including,
the second anniversary of the Cut-off Date, an amount equal to (1)
the lesser of
(a) the
Fraud
Loss
Amount
for such
Loan
Group
or Loan
Groups
as of the most
recent
anniversary
of the
Cut-off
Date and (b) 1.50% (in the case of Group I Loans) or 1.00% (in
the case of Group II Loans
and
Group
III Loans
combined)
of the
aggregate
outstanding
principal
balance of all of the Mortgage
Loans in the related Loan Group or Loan Groups as
of the most recent
anniversary of the Cut-off Date minus (2) the aggregate
amount of Fraud
Losses
allocated
solely
to one or
more
specific
Classes
of
related
Certificates
in
accordance
with
Section 4.05 since the most recent
anniversary
of the Cut-off Date up to
such
date of
determination,
and (Z) from the
second
to,
but not
including,
the fifth
anniversary
of the Cut-off
Date,
an amount
equal to (1) the lesser of (a) the Fraud Loss
Amount for the related
Loan Group or Loan Groups as of the most recent
anniversary
of the
Cut-off
Date and (b) 1.00% of the
aggregate
outstanding
principal
balance of all of the
Mortgage
Loans in the related
Loan Group or Loan Groups as of the most recent
anniversary
of the Cut-off
Date minus (2) the
aggregate
amount of Fraud
Losses for the related
Loan
Group or Loan Groups
allocated
solely to one or more specific
Classes of
Certificates in
accordance
with
Section 4.05 since the most recent
anniversary
of the Cut-off Date up to
such date of
determination.
On and after the fifth
anniversary
of the Cut-off Date,
the
Fraud Loss Amount for such Loan Group or Loan Groups shall be zero.
The Fraud Loss Amount for a Loan Group may be further
reduced by the Master
Servicer
(including
accelerating
the manner in which such coverage is reduced)
provided that prior
to any such reduction,
the Master Servicer shall (i) obtain written
confirmation from each
Rating
Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
related
Certificates
by such Rating Agency below the lower of the
then-current
rating or
the rating
assigned to such
Certificates
as of the Closing Date by such Rating Agency and
(ii) provide a copy of such written confirmation to the Trustee.
Group I Loans:
The Mortgage Loans designated on the Mortgage Loan Schedule as
Group I
Loans.
Group II Loans:
The Mortgage Loans
designated on the Mortgage Loan Schedule as Group
II Loans.
Group III Loans:
The Mortgage Loans designated on the Mortgage Loan Schedule as
Group
III Loans.
Group I Senior
Certificates:
The Class I-A-1, Class I-A-V, Class I-A-P and Class R-I
Certificates, which relate to and are payable from the Group I
Loans.
Group
II
Senior
Certificates:
The
Class
II-A-1,
Class
R-II
and
Class
R-III
Certificates, which relate to and are payable from the Group II
Loans.
Group III Senior
Certificates:
The Class
III-A-1,
Class
III-A-2 and Class III-A-3
Certificates, which relate to and are payable from the Group III
Loans.
Highest Priority:
As of any date of determination,
the Class of related
Subordinate
Certificates
then outstanding with a Certificate
Principal Balance greater than zero, with
the earliest priority for payments pursuant to Section 4.02(a),
in the following order: (a)
for the Subordinate
Certificates
related to Loan Group I, Class I-M-1,
Class I-M-2, Class
I-M-3,
Class I-B-1,
Class I-B-2 and Class I-B-3
Certificates
and (b) for the Subordinate
Certificates
related to Loan
Group II and Loan Group III
combined,
Class
II-M-1,
Class
II-M-2, Class II-M-3, Class II-B-1, Class II-B-2 and Class II-B-3
Certificates.
Initial
Monthly
Payment
Fund:
$25,998.43,
representing
scheduled
principal
amortization
and
interest at the Net
Mortgage
Rate
payable
during the October 2005 Due
Period,
for those Mortgage Loans for which the Trustee will not be entitled
to receive such
payment.
Initial Notional Amount: With respect to the Class I-A-V
Certificates,
the aggregate
Cut-off
Date
Principal
Balance of the Group I Loans and with
respect to the Class II-A-V
Certificates,
the aggregate
Cut-off Date Principal Balance of the Group II Loans and Group
III Loans.
With respect to any Subclass issued pursuant to Section
5.01(c),
the aggregate
Stated
Principal
Balance of the Mortgage
Loans
corresponding
to such Subclass as of the
Cut-Off Date.
Initial
Subordinate
Class
Percentage:
With
respect
to
each
Class
of
related
Subordinate
Certificates,
an amount
which is equal to the initial
aggregate
Certificate
Principal
Balance
of
such
related
Class
of
Subordinate
Certificates
divided
by the
aggregate
Stated
Principal
Balance of all the Mortgage Loans in the related Loan Group or
Loan Groups as of the Cut-off Date as follows:
Class I-M-1:
2.20%
Class I-B-1:
0.15%
Class I-M-2:
0.25%
Class I-B-2:
0.15%
Class I-M-3:
0.30%
Class I-B-3:
0.10%
Class II-M-1:
2.40%
Class II-B-1:
0.60%
Class II-M-2:
1.10%
Class II-B-2:
0.45%
Class II-M-3:
0.60%
Class II-B-3:
0.35%
Interest
Accrual
Period:
With
respect
to
any
Class
of
Certificates,
and
any
Distribution
Date, the calendar month preceding the month in which such
Distribution
Date
occurs.
Interest Only
Certificates:
Any one of the Class I-A-V Certificates and Class II-A-V
Certificates. The Interest Only Certificates will have no
Certificate Principal Balance.
Loan Group:
Any of Loan Group I, Loan Group II or Loan Group III.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Loan Group III:
The group of Mortgage Loans comprised of the Group III Loans.
Lower
Priority:
As of any
date
of
determination
and
any
Class
of
Subordinate
Certificates,
any other Class of related
Subordinate
Certificates then outstanding with a
later priority for payments pursuant to Section 4.02 (a).
Lowest Priority:
As of any date of
determination,
the Class of related
Subordinate
Certificates
then outstanding with a Certificate
Principal Balance greater than zero, with
the latest priority for payments
pursuant to Section
4.02(a),
in the following order: (a)
for the Subordinate
Certificates
related to Loan Group I, Class I-B-3,
Class I-B-2, Class
I-B-1,
Class I-M-3,
Class I-M-2 and Class I-M-1
Certificates
and (b) for the Subordinate
Certificates
related to Loan Group II and Loan Group III, Class II-B-3, Class
II-B-2, Class
II-B-1, Class II-M-3, Class II-M-2 and Class II-M-1 Certificates .
Maturity Date: With respect to
Certificates in the Certificate
Group related to Loan
Group I,
September
25,
2020,
the
Distribution
Date
immediately
following
the latest
scheduled
maturity date of any Mortgage Loan in Loan Group I. With respect to
Certificates
in the
Certificate
Group related to Loan Group II and Loan Group III
combined,
September
25, 2035, the Distribution Date immediately
following the latest scheduled maturity date of
any Mortgage Loan in Loan Group II and Loan Group III.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as
Exhibit
One-I (with
respect to Loan Group I),
Exhibit
One-II (with respect to Loan Group
II) and Exhibit
One-III
(with
respect to Loan Group III) (in each case,
as amended
from
time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list or
lists shall set forth the
following
information
as to each
Mortgage
Loan in the related
Loan Group:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii) the Mortgage Rate ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii) the initial
scheduled monthly payment of principal,
if any, and interest
("ORIGINAL
P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which
the
Subservicing
Fee
accrues
("SUBSERV
FEE")
and at which the
Servicing Fee accrues ("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage
Loan is secured by a second or vacation residence; and
(xii) a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured
by a non-owner occupied residence.
Such
schedule
may
consist of
multiple
reports
that
collectively
set forth all of the
information required.
Notional
Amount:
As of any
Distribution
Date,
(i) with respect to any Class I-A-V
Certificates or Subclass
thereof issued pursuant to Section
5.01(c),
the aggregate Stated
Principal Balance of the Group I Loans
corresponding to the Uncertificated
Class A-V REMIC
Regular Interests
represented by such Class or Subclass immediately prior to such
date; and
(ii) with respect to any Class II-A-V
Certificates
or Subclass
thereof issued pursuant to
Section 5.01(c),
the aggregate Stated Principal Balance of the Group II Loans and
Group III
Loans corresponding to the Uncertificated
Class A-V REMIC Regular Interests
represented by
such Class or Subclass immediately prior to such date.
Pass-Through Rate: With respect to the Senior
Certificates
(other than the Class A-V
Certificates and Class A-P Certificates),
Class M Certificates and Class B Certificates and
any Distribution Date, the per annum rates set forth in the
Preliminary Statement hereto.
With
respect
to each
Class of
Class
A-V
Certificates
(other
than any
Subclass
thereof) and any
Distribution
Date, a rate equal to the weighted
average,
expressed as a
percentage,
of the Pool Strip Rates of all Mortgage Loans in the related Loan
Group or Loan
Groups
as of the
Due
Date
in the
related
Due
Period,
weighted
on the
basis
of the
respective
Stated
Principal
Balances
of such
Mortgage
Loans as of the day
immediately
preceding such Distribution Date (or, with respect to the initial
Distribution Date, at the
close of business on the Cut-off
Date).
With respect to the Class I-A-V
Certificates
and
the Class II-A-V
Certificates and the initial
Distribution
Date the Pass-Through
Rate is
equal to 0.3245%
and
0.3226%
per annum,
respectively.
With
respect to any
Subclass of
Class A-V
Certificates
and any
Distribution
Date, a rate equal to the weighted
average,
expressed
as a
percentage,
of the Pool Strip Rates of all
Mortgage
Loans in the related
Loan
Group or Loan
Groups
corresponding
to the
Uncertificated
Class A-V REMIC
Regular
Interests
represented
by such
Subclass
as of the Due
Date in the
related
Due
Period,
weighted on the basis of the respective Stated Principal
Balances of such Mortgage Loans as
of the day
immediately
preceding
such
Distribution
Date (or with respect to the initial
Distribution
Date,
at
the
close
of
business
on
the
Cut-off
Date).
The
Class
A-P
Certificates have no Pass-Through Rate and are not entitled to
Accrued Certificate Interest.
Pool Strip Rate:
With respect to each
Mortgage
Loan in any Loan Group,
a per annum
rate equal to the excess of (a) the Net
Mortgage
Rate of such
Mortgage
Loan over (b) the
Discount Net Mortgage Rate for such Loan Group (but not less than
0.00%) per annum.
Permitted Investments:
One or more of the following:
(i)
obligations
of or
guaranteed
as to timely
payment of principal and interest by the
United
States or any agency or
instrumentality
thereof
when such
obligations
are
backed by the full faith and credit of the United States;
(ii)
repurchase
agreements on
obligations
specified in clause (i) maturing not more than
one
month
from
the
date
of
acquisition
thereof,
provided
that
the
unsecured
short-term debt
obligations of the party agreeing to repurchase such
obligations are
at the time rated by each Rating Agency in its highest short-term
rating available;
(iii) federal funds,
certificates of deposit,
demand deposits,
time deposits and bankers'
acceptances
(which shall each have an original maturity of not more than 90
days and,
in the case of bankers'
acceptances,
shall in no event have an original
maturity of
more
than 365 days or a
remaining
maturity
of more
than 30 days)
denominated
in
United
States
dollars
of
any
U.S.
depository
institution
or
trust
company
incorporated
under
the laws of the
United
States or any
state
thereof
or of any
domestic branch of a foreign
depository
institution or trust company;
provided that
the debt
obligations of such
depository
institution or trust company at the date of
acquisition
thereof have been rated by each Rating
Agency in its highest
short-term
rating
available;
and,
provided
further
that,
if the
original
maturity of such
short-term
obligations of a domestic
branch of a foreign
depository
institution or
trust company shall exceed 30 days, the short-term
rating of such
institution
shall
be A-1+ in the case of Standard & Poor's if Standard &
Poor's is a Rating Agency;
(iv)
commercial
paper and demand notes
(having
original
maturities of not more than 365
days) of any
corporation
incorporated
under
the laws of the
United
States or any
state
thereof which on the date of
acquisition
has been rated by each Rating Agency
in its highest short-term rating available;
provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v)
any mutual
fund,
money market
fund,
common
trust fund or other pooled
investment
vehicle,
the
assets
of which
are
limited
to
instruments
that
otherwise
would
constitute Permitted
Investments
hereunder and have been rated by each Rating Agency
in its
highest
short-term
rating
available
(in the case of Standard & Poor's such
rating
shall be either
AAAm or AAAm-G),
including
any such fund that is managed by
the
Trustee or any
affiliate
of the
Trustee or for which the Trustee or any of its
affiliates acts as an adviser; and
(vi)
other
obligations
or
securities
that are
acceptable
to each
Rating
Agency as a
Permitted
Investment
hereunder and will not reduce the rating
assigned to any Class
of
Certificates
by such Rating
Agency
(without
giving
effect to any
Certificate
Policy (if any) in the case of Insured
Certificates
(if any)) below the then-current
rating, as evidenced in writing;
provided,
however,
that
no
instrument
shall
be
a
Permitted
Investment
if
it
represents,
either (1) the right to receive
only
interest
payments
with
respect to the
underlying debt instrument or (2) the right to receive both
principal and interest
payments
derived from obligations
underlying such instrument and the principal and interest payments
with respect to such instrument
provide a yield to maturity
greater than 120% of the yield
to maturity at par of such underlying
obligations.
References herein to the highest rating
available
on unsecured
long-term
debt shall mean AAA in the case of Standard & Poor's and
Fitch and Aaa in the case of Moody's,
and for purposes of this
Agreement,
any
references
herein to the highest rating
available on unsecured
commercial
paper and short-term
debt
obligations shall mean the following:
A-1 in the case of Standard & Poor's, P-1 in the case
of Moody's and F-1 in the case of Fitch;
provided,
however,
that any Permitted Investment
that is a
short-term
debt
obligation
rated A-1 by
Standard & Poor's
must
satisfy
the
following
additional
conditions:
(i) the total
amount of debt from A-1
issuers
must be
limited to the
investment
of monthly
principal
and
interest
payments
(assuming
fully
amortizing
collateral);
(ii) the total amount of A-1
investments
must not represent more
than 20% of the aggregate outstanding
Certificate Principal Balance of the Certificates and
each
investment
must not
mature
beyond 30 days;
(iii) the terms of the debt must have a
predetermined
fixed dollar amount of principal
due at maturity that cannot vary;
and (iv)
if the investments may be liquidated
prior to their maturity or are being relied on to meet
a certain yield,
interest must be tied to a single
interest rate index plus a single fixed
spread (if any) and must move proportionately with that index.
Prepayment
Assumption:
With respect to each Loan Group, the prepayment assumption to
be used for
determining
the
accrual of
original
issue
discount
and premium and market
discount on the
related
Certificates
for federal
income tax
purposes,
which
assumes a
constant
prepayment rate of 10.0% per annum of the then
outstanding
principal
balance of
the
related
Mortgage
Loans in the first month of the life of such
Mortgage
Loans and an
additional
approximately
1.090909091% per annum in each month thereafter until the twelfth
month,
and beginning in the twelfth month and in each month
thereafter
during the life of
the related Mortgage Loans, a constant prepayment rate of 20.0% per
annum.
Prepayment
Distribution
Percentage:
With respect to any Distribution
Date and each
Class of Subordinate
Certificates in the Certificate
Group for Loan Group I and Loan Group
II and Loan Group III combined,
under the
applicable
circumstances
set forth below,
the
respective percentages set forth below:
(i)
For any
Distribution
Date
prior
to the
Distribution
Date in
October
2010
(unless the Certificate
Principal
Balances of the related Senior
Certificates
(other than the related Class A-P Certificates), have been reduced
to zero), 0%.
(ii)
For any
Distribution
Date not discussed in clause (i) above on which any Class
of related Subordinate Certificates are outstanding:
(a)
in the case of the Class of related
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and each
other
Class of
Subordinate
Certificates
for which the
related
Prepayment
Distribution
Trigger has been
satisfied, a fraction,
expressed as a percentage, the numerator of which is the
Certificate
Principal
Balance of such Class immediately prior to such date and
the
denominator
of
which
is the sum of the
Certificate
Principal
Balances
immediately
prior
to
such
date
of (1)
the
Class
of
related
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and (2) all
other
Classes of related Subordinate
Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b)
in the case of each other Class of related Subordinate Certificates
for which the Prepayment Distribution Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing,
if the application of the foregoing percentages on any
Distribution
Date
as
provided
in
Section
4.02 of
this
Series
Supplement
(determined
without
regard to the proviso to the
definition
of
"Subordinate
Principal
Distribution
Amount") would result in a
distribution
in respect of
principal
of any Class or
Classes
of
Subordinate
Certificates
in an amount
greater
than the
remaining
Certificate
Principal
Balance
thereof (any such
class, a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage of
each Maturing Class shall be reduced to a level that,
when applied as described
above,
would exactly reduce the Certificate
Principal Balance of such Class to
zero;
(b) the
Prepayment
Distribution
Percentage
of
each
other
Class
of
Subordinate
Certificates
(any such Class,
a
"Non-Maturing
Class")
shall be
recalculated
in accordance
with the provisions in paragraph (ii) above,
as if
the
Certificate
Principal
Balance of each Maturing
Class had been reduced to
zero (such percentage as recalculated,
the "Recalculated Percentage");
(c) the
total amount of the
reductions in the
Prepayment
Distribution
Percentages of
the
Maturing
Class
or
Classes
pursuant
to
clause
(a) of
this
sentence,
expressed as an aggregate percentage,
shall be allocated among the Non-Maturing
Classes in proportion to their respective Recalculated
Percentages (the portion
of
such
aggregate
reduction
so
allocated
to any
Non-Maturing
Class,
the
"Adjustment
Percentage");
and (d) for purposes of such Distribution
Date, the
Prepayment
Distribution Percentage of each Non-Maturing Class shall be equal
to
the sum of (1) the Prepayment
Distribution
Percentage
thereof,
calculated in
accordance
with the
provisions in paragraph
(ii) above as if the
Certificate
Principal
Balance of each Maturing Class had not been reduced to zero, plus
(2)
the related Adjustment Percentage.
Prepayment
Distribution
Trigger: With respect to any Distribution Date and any Class
of related
Subordinate
Certificates (other than the Class I-M-1 Certificates and the Class
II-M-1
Certificates),
a test that
shall be
satisfied
if the
fraction
(expressed
as a
percentage)
equal to the sum of the Certificate
Principal
Balances of such Class and each
Class of related Subordinate
Certificates with a Lower Priority than such Class immediately
prior to such
Distribution Date divided by the aggregate Stated Principal Balance
of all of
the
Mortgage
Loans (or related REO
Properties)
in the related
Loan Group or Loan Groups
immediately
prior
to such
Distribution
Date is
greater
than or equal to the sum of the
related
Initial
Subordinate
Class
Percentages
of such
Classes of
related
Subordinate
Certificates.
Principal
Only
Certificates:
Any one of the
Class
I-A-P
Certificates
and
Class
II-A-P Certificates.
Record Date: With respect to each
Distribution
Date and each Class of
Certificates,
the close of business on the last
Business
Day of the month
preceding
the month in which
the related Distribution Date occurs.
Related Classes: As to any Uncertificated
REMIC I Regular Interest,
those classes of
Certificates
identified as "Related Classes of Certificates" to such
Uncertificated REMIC I
Regular Interest in the definition of
Uncertificated
REMIC I Regular
Interest.
As to any
Uncertificated
REMIC II Regular
Interest,
those
classes of
Certificates
identified
as
"Related Classes of Certificates"
to such
Uncertificated
REMIC II Regular Interest in the
definition of Uncertificated REMIC II Regular Interest.
REMIC I: The segregated
pool of assets,
with respect to which a REMIC election is to
be made, consisting of:
(i)
the Group I Loans and the related Mortgage Files,
(ii)
all
payments
and
collections
in respect of the Group I Loans due after
the
Cut-off
Date (other than
Monthly
Payments
due in the month of the
Cut-off
Date) as shall be on deposit in the
Custodial
Account or in the
Certificate
Account
and
identified
as
belonging
to the
Trust
Fund,
including the proceeds from the
liquidation of Additional
Collateral for
any Additional
Collateral
Loan, but not including
amounts on deposit in
the Initial Monthly Payment Fund,
(iii) property
which secured a Group I Loan and which has been acquired for the
benefit
of the
Certificateholders
by
foreclosure
or
deed
in lieu of
foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies,
if any, the
Pledged
Assets with respect to each Pledged Asset
Mortgage Loan, and the
interest
in the
Surety
Bond
transferred
to the
Trustee
pursuant
to
Section 2.01 herein, in each case related to Group I Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II: The
segregated
pool of assets,
with respect to which a REMIC
election is
to be made, consisting of:
(i)
the Group II Loans and the Group III Loans and the related Mortgage
Files,
(ii)
all
payments
and
collections
in
respect of the Group II Loans and the
Group III Loans due after the Cut-off
Date (other than
Monthly
Payments
due in the
month of the
Cut-off
Date) as
shall
be on
deposit
in the
Custodial
Account
or
in
the
Certificate
Account
and
identified
as
belonging to the Trust Fund,
including the proceeds from the
liquidation
of Additional
Collateral
for any
Additional
Collateral
Loan,
but not
including amounts on deposit in the Initial Monthly Payment Fund,
(iii) property
which
secured
a Group II Loan or Group
III Loan and which has
been acquired for the benefit of the
Certificateholders by foreclosure or
deed in lieu of foreclosure,
(iv)
the hazard insurance policies and Primary Insurance Policies,
if any, the
Pledged
Assets with respect to each Pledged Asset
Mortgage Loan, and the
interest
in the
Surety
Bond
transferred
to the
Trustee
pursuant
to
Section 2.01
herein,
in each case related to Group II Loans or Group III
Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC II Certificates:
The Class R-II Certificates.
REMIC III: The
segregated
pool of assets
consisting of the
Uncertificated
REMIC I
Regular Interests and the
Uncertificated
REMIC II Regular
Interests
conveyed in trust to
the Trustee for the
benefit of the
holders of each Class of
Certificates
(other than the
Class R-I
Certificates
and the Class R-II
Certificates)
pursuant to Section
2.06,
with
respect to which a separate REMIC election is to be made.
REMIC
III
Certificates:
Any
Class
of
Certificates
(other
than
the
Class
R-I
Certificates and the Class R-II Certificates).
Senior
Accelerated
Distribution
Percentage:
With respect to any Distribution
Date
occurring
on or prior to the 60th
Distribution
Date and Loan Group I, 100%.
With respect
to any Distribution Date thereafter and such Loan Group as follows:
(i)
for any
Distribution
Date
after the 60th
Distribution
Date but on or prior to the
72nd Distribution
Date, the related Senior Percentage for such Distribution Date plus
70% of the related Subordinate Percentage for such Distribution
Date;
(ii)
for any
Distribution
Date
after the 72nd
Distribution
Date but on or prior to the
84th Distribution
Date, the related Senior Percentage for such Distribution Date plus
60% of the related Subordinate Percentage for such Distribution
Date;
(iii) for any
Distribution
Date
after the 84th
Distribution
Date but on or prior to the
96th Distribution
Date, the related Senior Percentage for such Distribution Date plus
40% of the related Subordinate Percentage for such Distribution
Date;
(iv)
for any
Distribution
Date
after the 96th
Distribution
Date but on or prior to the
108th
Distribution
Date, the related Senior
Percentage for such
Distribution
Date
plus 20% of the related Subordinate Percentage for such
Distribution Date; and
(v)
for
any
Distribution
Date
thereafter,
the
related
Senior
Percentage
for
such
Distribution Date;
provided, however,
(i) that any scheduled
reduction to the Senior
Accelerated
Distribution
Percentage
described above shall not occur as of any Distribution Date unless
either:
(a)(1)(X)
the
outstanding
principal
balance
of the
Mortgage
Loans
in the
related Loan Group
delinquent 60 days or more (including
Mortgage Loans which are in
foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which
the
Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last six
months, as a percentage of the aggregate outstanding
Certificate Principal Balance of
the
related
Subordinate
Certificates,
is
less
than
50% or (Y)
the
outstanding
principal
balance of Mortgage
Loans in the related Loan Group
delinquent 60 days or
more
(including
Mortgage
Loans which are in
foreclosure,
have been
foreclosed or
otherwise liquidated,
or with respect to which the Mortgagor is in bankruptcy and any
REO
Property)
averaged
over the last six months,
as a percentage
of the aggregate
outstanding
principal
balance
of all
Mortgage
Loans
in the
related
Loan
Group
averaged over the last six months,
does not exceed 2% and (2) Realized
Losses on the
Mortgage
Loans in the
related
Loan
Group to date
for
such
Distribution
Date if
occurring
during
the
sixth,
seventh,
eighth,
ninth
or
tenth
year (or any year
thereafter)
after
the
Closing
Date
are
less
than
30%,
35%,
40%,
45% or 50%,
respectively,
of the sum of the Initial Certificate Principal Balances of the
related
Subordinate Certificates; or
(b)(1) the outstanding
principal
balance of Mortgage Loans in the related Loan
Group
delinquent 60 days or more (including
Mortgage Loans which are in foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last
six
months,
as a
percentage of the aggregate
outstanding
principal
balance of all Mortgage
Loans in
the related Loan Group
averaged over the last six months,
does not exceed 4% and (2)
Realized
Losses on the
Mortgage
Loans in the
related
Loan
Group to date for such
Distribution
Date, if occurring
during the sixth,
seventh,
eighth,
ninth or tenth
year (or any year thereafter)
after the Closing Date are less than 10%, 15%, 20%, 25%
or 30%, respectively,
of the sum of the Initial Certificate Principal Balances of the
related Subordinate Certificates; and
(ii) that for any Distribution
Date on which the related Senior Percentage is greater
than the related Senior
Percentage as of the Closing Date,
the related Senior
Accelerated
Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding
the
foregoing,
upon
the
reduction
of the
Certificate
Principal
Balances of the Senior
Certificates
related to Loan Group I (other than the related
Class
A-P Certificates,
if any) to zero, the related Senior Accelerated
Distribution
Percentage
shall thereafter be 0%.
With respect to any Distribution
Date occurring on or prior to the 60th
Distribution
Date and Loan Group II and Loan Group
III,
100%.
With
respect to any
Distribution
Date
thereafter and Loan Group II and Loan Group III as follows:
(vi)
for any
Distribution
Date
after the 60th
Distribution
Date but on or prior to the
72nd Distribution
Date, the related Senior Percentage for such Distribution Date plus
70% of the related Subordinate Percentage for such Distribution
Date;
(vii) for any
Distribution
Date
after the 72nd
Distribution
Date but on or prior to the
84th Distribution
Date, the related Senior Percentage for such Distribution Date plus
60% of the related Subordinate Percentage for such Distribution
Date;
(viii)
for any Distribution
Date after the 84th
Distribution
Date but on or prior to
the 96th
Distribution
Date, the related Senior Percentage for such Distribution Date
plus 40% of the related Subordinate Percentage for such
Distribution Date;
(ix)
for any
Distribution
Date
after the 96th
Distribution
Date but on or prior to the
108th
Distribution
Date, the related Senior
Percentage for such
Distribution
Date
plus 20% of the related Subordinate Percentage for such
Distribution Date; and
(x)
for
any
Distribution
Date
thereafter,
the
related
Senior
Percentage
for
such
Distribution Date;
provided, however,
(i) that any scheduled
reduction to the Senior
Accelerated
Distribution
Percentage
described above shall not occur as of any Distribution Date unless
either:
(a)(1)(X) the
outstanding
principal
balance of the Mortgage Loans in the Loan
Group II and Loan
Group III
delinquent
60 days or more
(including
Mortgage
Loans
which are in
foreclosure,
have been
foreclosed
or
otherwise
liquidated,
or with
respect to which the
Mortgagor is in bankruptcy
and any REO Property)
averaged over
the
last
six
months,
as a
percentage
of the
aggregate
outstanding
Certificate
Principal
Balance of the related
Subordinate
Certificates,
is less than 50% or (Y)
the
outstanding
principal
balance of
Mortgage
Loans in the Loan Group II and Loan
Group
III
delinquent
60
days
or
more
(including
Mortgage
Loans
which
are in
foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which
the
Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last six
months,
as a
percentage
of
the
aggregate
outstanding
principal
balance
of all
Mortgage
Loans in the Loan
Group II and Loan
Group III
averaged
over the last six
months,
does not exceed 2% and (2) Realized
Losses on the Mortgage Loans in the Loan
Group II and Loan Group III to date for such
Distribution
Date if
occurring
during
the sixth,
seventh,
eighth,
ninth or tenth year (or any year thereafter)
after the
Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively,
of the sum of the
Initial Certificate Principal Balances of the related Subordinate
Certificates; or
(b)(1) the outstanding
principal balance of Mortgage Loans in the Loan Group II
and Loan Group III delinquent 60 days or more
(including
Mortgage Loans which are in
foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which
the
Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last six
months,
as a
percentage
of
the
aggregate
outstanding
principal
balance
of all
Mortgage
Loans in the Loan
Group II and Loan
Group III
averaged
over the last six
months,
does not exceed 4% and (2) Realized
Losses on the Mortgage Loans in the Loan
Group II and Loan Group III to date for such
Distribution
Date, if occurring
during
the sixth,
seventh,
eighth,
ninth or tenth year (or any year thereafter)
after the
Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively,
of the sum of the
Initial Certificate Principal Balances of the related Subordinate
Certificates; and
(ii)
that for any
Distribution
Date on which the
weighted
average
of the
Senior
Percentages
for Loan
Group II and Loan
Group
III,
weighted
on the basis of the
Stated
Principal
Balances of the Mortgage
Loans in the related Loan Group
excluding the Discount
Fraction of the Discount
Mortgage Loans exceeds the weighted
average of the initial Senior
Percentages,
calculated
on
that
basis,
each
of
the
Senior
Accelerated
Distribution
Percentages for Loan Group II and Loan Group III for that
Distribution Date will once again
equal 100%.
Notwithstanding the foregoing,
upon the reduction of the Certificate
Principal
Balances of the Senior
Certificates
related to Loan Group II or Loan Group III (other than
the
related
Class
A-P
Certificates,
if any) to zero,
the
related
Senior
Accelerated
Distribution Percentage shall thereafter be 0%.
Senior
Certificate:
Any one of the
Group I Senior
Certificates,
Group
II
Senior
Certificates or Group III Senior Certificates,
executed by the Trustee and authenticated by
the
Certificate
Registrar
substantially
in the form
annexed
to the
Standard
Terms as
Exhibit A and Exhibit D.
Senior Interest
Distribution
Amount:
With respect to any Distribution Date and Loan
Group,
the amount of Accrued
Certificate
Interest
required
to be
distributed
from the
related Available
Distribution Amount to the Holders of the related Senior
Certificates for
that Distribution Date.
Senior
Percentage:
The Class I-A
Percentage,
Class II-A
Percentage or Class III-A
Percentage, as applicable.
Senior Principal
Distribution
Amount: With respect to any Distribution Date and Loan
Group the lesser of (a) the balance of the related Available
Distribution
Amount remaining
after the
distribution
of all amounts
required to be
distributed
therefrom
pursuant to
Section 4.02(a)(i) and Section
4.02(a)(ii)(X)
(excluding any amount distributable pursuant
to clause (E) of the definition of "Class A-P Principal
Distribution
Amount"), and (b) the
sum of the
amounts
required
to be
distributed
to the Senior
Certificateholders
of the
related Certificate Group on such Distribution Date pursuant to
Sections
4.02(a)(ii)(Y) and
4.02(a)(xvi).
Special Hazard Amount:
As of any Distribution Date and Loan Group, an amount equal to
(a) with respect to Loan Group I,
$2,000,000 and (b) with respect to Loan Group II Loan and
Group III combined,
$4,848,821,
in each case minus the sum of (i) the aggregate
amount of
Special Hazard Losses
allocated
solely to one or more specific
Classes of Certificates in
the related
Certificate Group in accordance with Section 4.05 of this Series
Supplement and
(ii) the
Adjustment
Amount
(as
defined
below)
as most
recently
calculated.
For each
anniversary
of the Cut-off Date,
the
Adjustment
Amount shall be equal to the amount,
if
any, by which the amount
calculated in
accordance
with the
preceding
sentence
(without
giving effect to the deduction of the Adjustment
Amount for such
anniversary)
exceeds the
greater of (A) the greater of (i) the product of the related
Special Hazard
Percentage for
such anniversary
multiplied by the outstanding
principal balance of all the Mortgage Loans
in the related
Loan Group or Loan Groups on the
Distribution
Date
immediately
preceding
such
anniversary and (ii) twice the outstanding
principal
balance of the Mortgage Loan in
the related Loan Group or Loan Groups with the largest
outstanding
principal balance as of
the Distribution Date immediately
preceding such anniversary and (B) the greater of (i) the
product of 0.50%
multiplied by the outstanding
principal
balance of all Mortgage Loans in
the related Loan Group on the
Distribution
Date
im
