Series Supplement to Pooling and Servicing Agreement for RALI 2005-QS14 Mortgage Asset-Backed Certificates (Residential Accredit Loans, Inc., Residential Funding Corporation, Deutsche Bank Trust Company Americas)

 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. - -------------------------------------------------------------------------------------------- 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 ###-###-####, 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 immediately preceding such anniversary multiplied by a fraction, the numerator of which is equal to the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans in the related Loan Group secured by Mortgaged Properties located in the State of California divided by the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of all of the Mortgage Loans in the related Loan Group, expressed as a percentage, and the denominator of which is equal to 16.46%, in the case of Loan Group I and 20.15%, in the case of Loan Group II and Loan Group III combined (which percentages are equal to the respective percentages of Mortgage Loans in the related Loan Group or Loan Groups by aggregate principal balance initially secured by Mortgaged Properties located in the State of California) and (ii) the aggregate outstanding principal balance (as of the immediately preceding Distribution Date) of the largest Mortgage Loan in the related Loan Group or Loan Groups secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) located in the State of California. The related Special Hazard Amount may be further reduced by the Master Servicer (including accelerating the manner in which coverage is reduced) provided that prior to any such reduction, the Master Servicer shall (i) obtain written confirmation from each Rating Agency that such reduction shall not reduce the rating assigned to any Class of 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. Special Hazard Percentage: With respect to each Loan Group as of each anniversary of the Cut-off Date, the greater of (i) 1.0% and (ii) the largest percentage obtained by dividing the aggregate outstanding principal balance (as of immediately preceding Distribution Date) of the Mortgage Loans in the related Loan Group or Loan Groups secured by Mortgaged Properties located in a single, five-digit zip code area in the State of California by the outstanding principal balance of all the Mortgage Loans in the related Loan Group or Loan Groups as of the immediately preceding Distribution Date. Subordinate Certificate: With respect to Loan Group I, any one of the Class I-M Certificates or Class I-B-1, Class I-B-2 and Class I-B-3 Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. With respect to Loan Group II, any one of the Class II-M Certificates or Class II-B-1, Class II-B-2 and Class II-B-3 Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. Subordinate Class Percentage: With respect to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of such Class of Subordinate Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans in the related Loan Group (or related REO Properties) (other than the related Discount Fraction of each related Discount Mortgage Loan) immediately prior to such Distribution Date. Subordinate Percentage: With respect to any Loan Group, as of any date of determination a percentage equal to 100% minus the related Senior Percentage as of that date. Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan Group and each Class of related Subordinate Certificates, (a) the sum of the following: (i) such Class's pro rata share, based on the Certificate Principal Balance of each Class of related Subordinate Certificates then outstanding, of the aggregate of the amounts calculated (without giving effect to the related Senior Percentages) for such Distribution Date for the related Loan Group under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) to the extent not payable to the related Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of related Subordinate Certificates then outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) for the related Loan Group (without giving effect to the related Senior Accelerated Distribution Percentages) to the extent such collections are not otherwise distributed to the related Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month for the related Loan Group (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments with respect to a related Discount Mortgage Loan) to the extent not payable to the related Senior Certificates; (iv) if such Class is the Class of related Subordinate Certificates with the Highest Priority, any related Excess Subordinate Principal Amount for the related Loan Group for such Distribution Date not paid to the related Senior Certificates; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of related Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Subordinate Certificates with the Lowest Priority, any related Excess Subordinate Principal Amount for such Distribution Date; and (ii) the related Capitalization Reimbursement Amount for such Loan Group and Distribution Date, other than the related Discount Fraction of any portion of that amount related to each related Discount Mortgage Loan in the related Loan Group, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of related Subordinate Certificates, without giving effect to this clause (b)(ii), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates in the related Certificate Group (other than the Class A-P Certificates), without giving effect to any reductions for the Capitalization Reimbursement Amount. Super Senior Certificates: Any of the Class III-A-1 Certificates. Super Senior Optimal Percentage: As to any Distribution Date on and after the Credit Support Depletion Date for Loan Group III and the Super Senior Certificates, a percentage expressed as a fraction, the numerator of which is the Certificate Principal Balance of the Super Senior Certificates immediately prior to that distribution date and the denominator of which is the aggregate Certificate Principal Balance of the Group III Senior Certificates immediately prior to that distribution date. Super Senior Optimal Principal Distribution Amount: As to any Distribution Date on and after the Credit Support Depletion Date and the Super Senior Certificates, an amount equal to the product of (a) the then-applicable Super Senior Optimal Percentage for that class of Super Senior Certificates and (b) the amounts described in Section 4.02(a)(ii)(Y) with respect to Loan Group III. Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to each Uncertificated REMIC I Regular Interest other than each Uncertificated REMIC I Regular Interest Z, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Related Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC I Regular Interest, (ii) as to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC III Regular Interest Z1, an amount equal to one month's interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance of such Mortgage Loan reduced by such Interest's pro-rata share of any prepayment interest shortfalls or other reductions of interest allocable to the Class I-A-V Certificates, (iii) as to each Uncertificated REMIC II Regular Interest other than each Uncertificated REMIC II Regular Interest Z, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Related Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC II Regular Interest and (iv) as to each Uncertificated REMIC II Regular Interest Z and each Uncertificated REMIC III Regular Interest Z2, an amount equal to one month's interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance of such Mortgage Loan reduced by such Interest's pro-rata share of any prepayment interest shortfalls or other reductions of interest allocable to the Class II-A-V Certificates. Uncertificated Pass-Through Rate: With respect to each of the Uncertificated REMIC I Regular Interests, other than the Uncertificated REMIC I Regular Interests Z, the per annum rate specified in the definition of Uncertificated REMIC I Regular Interests. With respect to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC III Regular Interest Z1, the Pool Strip Rate for the related Mortgage Loan. With respect to each of the Uncertificated REMIC II Regular Interests, other than the Uncertificated REMIC II Regular Interests Z, the per annum rate specified in the definition of Uncertificated REMIC II Regular Interests. With respect to each Uncertificated REMIC II Regular Interest Z and each Uncertificated REMIC III Regular Interest Z2, the Pool Strip Rate for the related Mortgage Loan. Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest, as defined in the definition of Uncertificated REMIC I Regular Interest. With respect to each Uncertificated REMIC II Regular Interest, as defined in the definition of Uncertificated REMIC II Regular Interest. Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I Regular Interests Z together with the interests identified in the table below, each representing an undivided beneficial ownership interest in REMIC I, and having the following characteristics: 1. The principal balance from time to time of each Uncertificated REMIC I Regular Interest identified in the table below shall be the amount identified as the Initial Principal Balance thereof in such table, minus the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to Section 10.04(d), which equals the aggregate principal balance of the Classes of Certificates identified as related to such Uncertificated REMIC I Regular Interest in such table. 2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I Regular Interest identified in the table below shall be the per annum rate set forth in the Pass-Through Rate column of such table. 3. The Uncertificated REMIC I Distribution Amount for each REMIC I Regular Interest identified in the table below shall be, for any Distribution Date, the amount deemed distributed with respect to such Uncertificated REMIC I Regular Interest on such Distribution Date pursuant to the provisions of Section 10.04(a). - --------------------------------------------------------------------------------- Uncertificated Related Classes of Pass-Through Initial REMIC I Regular Certificates Rate Principal Interest Balance - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- X Class I-A-P 0.00% $1,302,649.20 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Y Class I-A-1, Class I-M-1, 5.25% $129,635,455.55 Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3 - --------------------------------------------------------------------------------- Uncertificated REMIC II Regular Interests: The Uncertificated REMIC II Regular Interests Z together with the interests identified in the table below, each representing an undivided beneficial ownership interest in REMIC II, and having the following characteristics: 1. The principal balance from time to time of each Uncertificated REMIC II Regular Interest identified in the table below shall be the amount identified as the Initial Principal Balance thereof in such table, minus the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such Uncertificated REMIC II Regular Interest pursuant to Section 10.04(d), which equals the aggregate principal balance of the Classes of Certificates identified as related to such Uncertificated REMIC II Regular Interest in such table. 2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC II Regular Interest identified in the table below shall be the per annum rate set forth in the Pass-Through Rate column of such table. 3. The Uncertificated REMIC II Distribution Amount for each REMIC II Regular Interest identified in the table below shall be, for any Distribution Date, the amount deemed distributed with respect to such Uncertificated REMIC II Regular Interest on such Distribution Date pursuant to the provisions of Section 10.04(a). - --------------------------------------------------------------------------------- Uncertificated Related Classes of Pass-Through Initial REMIC II Regular Certificates Rate Principal Interest Balance - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- X Class II-A-P 0.00% $7,998,673.73 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Y Class II-A-1, Class 6.00% $476,883,345.41 III-A-1, Class III-A-2, Class III-A-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1, Class II-B-2, Class II-B-3, Class R-III - --------------------------------------------------------------------------------- Uncertificated REMIC I Regular Interests Z: Each of the 633 uncertificated partial undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 633, each relating to the particular Mortgage Loan identified by such sequential number on the Mortgage Loan Schedule, each having no principal balance, and each bearing interest at the respective Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan. Uncertificated REMIC I Regular Interests Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z for such Distribution Date pursuant to Section 10.04(a). Uncertificated REMIC I Regular Interest Distribution Amounts: With respect to each Uncertificated REMIC I Regular Interest, other than the Uncertificated REMIC I Regular Interests Z, the amount specified as the Uncertificated REMIC I Regular Interest Distribution Amount with respect thereto in the definition of Uncertificated REMIC I Regular Interests. With respect to the Uncertificated REMIC I Regular Interests Z, the Uncertificated REMIC I Regular Interests Z Distribution Amount. Uncertificated REMIC II Regular Interests Z: Each of the 1545 uncertificated partial undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 1545, each relating to the particular Mortgage Loan identified by such sequential number on the Mortgage Loan Schedule, each having no principal balance, and each bearing interest at the respective Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan. Uncertificated REMIC II Regular Interests Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC II Regular Interests Z for such Distribution Date pursuant to Section 10.04(a). Uncertificated REMIC II Regular Interest Distribution Amounts: With respect to each Uncertificated REMIC II Regular Interest, other than the Uncertificated REMIC II Regular Interests Z, the amount specified as the Uncertificated REMIC II Regular Interest Distribution Amount with respect thereto in the definition of Uncertificated REMIC II Regular Interests. With respect to the Uncertificated REMIC II Regular Interests Z, the Uncertificated REMIC II Regular Interests Z Distribution Amount. Uncertificated REMIC III Regular Interests Z1: Each of the 633 uncertificated partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1 through 633 each relating to the identically numbered Uncertificated REMIC I Regular Interests Z, each having no principal balance and bearing interest at a rate equal to the related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan related to the identically numbered Uncertificated REMIC I Regular Interests Z, comprising such Uncertificated REMIC III Regular Interests Z1's pro rata share of the amount distributed pursuant to Section 10.04(a). Uncertificated REMIC III Regular Interests Z2: Each of the 1545 uncertificated partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1 through 1545 each relating to the identically numbered Uncertificated REMIC II Regular Interests Z, each having no principal balance and bearing interest at a rate equal to the related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan related to the identically numbered Uncertificated REMIC II Regular Interests Z, comprising such Uncertificated REMIC III Regular Interests Z2's pro rata share of the amount distributed pursuant to Section 10.04(a). Uncertificated REMIC III Regular Interests Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z and Uncertificated REMIC II Regular Interests Z for such Distribution Date pursuant to Section 10.04(a). Undercollateralized Amount: With respect any Certificate Group and Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such Certificate Sub-Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related Sub-Loan Group, in each case calculated on such Distribution Date after giving effect to distributions to be made thereon (other than amounts to be distributed pursuant to Section 4.02(j) on such Distribution Date). Undercollateralized Certificate Group: With respect any Distribution Date, a Certificate Sub-Group for which the related Undercollateralized Amount exceeds zero. Underwriter: Greenwich Capital Markets, Inc., Citigroup Global Markets Inc. and Residential Funding Securities Corporation. Section 1.2 Use of Words and Phrases. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to the Pooling and Servicing Agreement as a whole. All references herein to Articles, Sections or Subsections shall mean the corresponding Articles, Sections and Subsections in the Pooling and Servicing Agreement. The definitions set forth herein include both the singular and the plural. 

 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.1 Conveyance of Mortgage Loans. (a) (See Section 2.01(a) of the Standard Terms). (b) (See Section 2.01(b) of the Standard Terms). (c) The Company may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee or the Custodian or Custodians that are the duly appointed agent or agents of the Trustee. The parties hereto agree that it is not intended that any Mortgage Loan be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana Home Loan Practices Act, effective as of January 1, 2005. (d) (See Section 2.01(d) of the Standard Terms). (e) (See Section 2.01(e) of the Standard Terms). (f) (See Section 2.01(f) of the Standard Terms). (g) (See Section 2.01(g) of the Standard Terms). (h) (See Section 2.01(h) of the Standard Terms). Section 2.2 Acceptance by Trustee. (See Section 2.02 of the Standard Terms) Section 2.3 Representations, Warranties and Covenants of the Master Servicer and the Company. (a) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a) of the Standard Terms. (b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Cut-off Date and no Mortgage Loan has been so Delinquent more than once in the 12-month period prior to the Cut-off Date; (ii) The information set forth in Exhibit One hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) The Mortgage Loans are fully-amortizing (subject to interest only periods, if applicable), fixed-rate mortgage loans with level Monthly Payments due, with respect to a majority of the Mortgage Loans, on the first day of each month and terms to maturity at origination or modification of not more than 15 years, in the case of Group I Loans, and 30 years, in the case of Group II Loans and Group III Loans; (iv) To the best of the Company's knowledge, if a Group I Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 30% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, (b) at least 25% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (c) at least 12% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) at least 6% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%; if a Group II Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 35% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, (b) at least 30% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (c) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) at least 12% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%; and, except for 15 loans representing approximately 0.9% of the Group III Loans, if a Group III Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 35% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, (b) at least 30% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (c) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) at least 12% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits thereunder; (v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are currently acceptable to each Rating Agency; (vi) No more than 1.0% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area in Maine, and no more than 0.9% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside Maine; no more than 1.2% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area in Florida, and no more than 1.1% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside Florida; no more than 0.7% of the Group III Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area in California, and no more than 0.5% of the Group III Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside California; (vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; (viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (ix) Approximately 76.07% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program; approximately 67.71% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program; and approximately 70.77% of the Group III Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program; (x) Except with respect to approximately 23.78% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date, approximately 81.55% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date and 20.79% of the Group III Loans by aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied; (xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan; (xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1); (xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and binding and remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been provided as described in the Program Guide; (xiv) Three of the Mortgage Loans are Cooperative Loans; with respect to a Mortgage Loan that is a Cooperative Loan, the Cooperative Stock that is pledged as security for the Mortgage Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code); (xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such property at the time of origination of the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; (xvii) None of the Mortgage Loans contain in the related Mortgage File a Destroyed Mortgage Note; (xviii) None of the Mortgage Loans has been made to an International Borrower, and no such Mortgagor is a member of a foreign diplomatic mission with diplomatic rank; (xix) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any foreign (non-United States) sovereign government; and (xx) None of the Mortgage Loans are Additional Collateral Loans and none of the Mortgage Loans are Pledged Asset Loans. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by any of the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties set forth in this Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided, however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(xii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or its receipt of notice of breach, the Company shall either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that the Company shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Company under the same terms and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed that the obligation of the Company to cure such breach or to so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the Company shall not be required to cure breaches or purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the breach of a representation set forth above also constitutes fraud in the origination of the Mortgage Loan. Section 2.4 Representations and Warranties of Sellers.(See Section 2.04 of the Standard Terms) Section 2.5 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I and REMIC II. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund and/or the applicable REMIC, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the Company executed by an officer of the Company, has executed and caused to be authenticated and delivered to or upon the order of the Company (i) the Class R-I Certificates in authorized denominations which together with the Uncertificated REMIC I Regular Interests, evidence the beneficial interest in REMIC I and (ii) the Class R-II Certificates in authorized denominations which together with the Uncertificated REMIC II Regular Interests, evidence the beneficial interest in REMIC II. Section 2.6 Conveyance of Uncertificated REMIC I Regular Interests and REMIC II Regular Interests; Acceptance by the Trustee. The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests 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). The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates). The rights of the Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) to receive distributions from the proceeds of REMIC III in respect of such Classes, and all ownership interests of the Holders of such Classes in such distributions, shall be as set forth in this Agreement. Section 2.7 Issuance of Certificates Evidencing Interest in REMIC III. The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Company executed by an officer of the Company, the Trustee has executed and caused to be authenticated and delivered to or upon the order of the Company, all Classes of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) in authorized denominations, which evidence the beneficial interest in the entire REMIC III. Section 2.8 Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms). ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (See Article III of the Standard Terms) 

 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.1 Certificate Account. (See Section 4.01 of the Standard Terms) Section 4.2 Distributions. (a) On each Distribution Date the Master Servicer on behalf of the Trustee (or the Paying Agent appointed by the Trustee) shall distribute to the Master Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below, and to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such Certificateholder's share (which share (A) with respect to each Class of Certificates (other than any Subclass of the Class A-V Certificates), shall be based on the aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder or (B) with respect to any Subclass of the Class A-V Certificates, shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the following amounts, in the following order of priority (subject to the provisions of Section 4.02(b), (c), (e) and (j) below), in each case to the extent of the related Available Distribution Amount remaining: (i) (X) from the Available Distribution Amount related to the Loan Group I, to the holders of the Group I Senior Certificates (other than the Class I-A-P Certificates) Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); (Y) from the Available Distribution Amount related to Loan Group II, to the holders of the Group II Senior Certificates Accrued Certificate Interest on such Classes of Certificates for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); (Z) from the Available Distribution Amount related to each of Loan Group II and Loan Group III, on a parity with the distributions in Sections 4.02(a)(i)(Y) and 4.02 (a)(i)(AA), to the holders of the Class II-A-V Certificates Accrued Certificate Interest on such Class of Certificates for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); and (AA) from the Available Distribution Amount related to the Loan Group III, to the holders of the Group III Senior Certificates Accrued Certificate Interest on such Class of Certificates for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); (ii) (X) to the Class I-A-P Certificates from the Available Distribution Amounts from Loan Group I and to the Class II-A-P Certificates, from the Available Distribution Amounts for Loan Group II and Loan Group III, the Class A-P Principal Distribution Amount for the related Loan Group or Loan Groups (applied to reduce the Certificate Principal Balance of the related Class A-P Certificates); and (Y) to the Senior Certificates (other than the Class A-P Certificates and the Class A-V Certificates) of each Certificate Group, from the Available Distribution Amount for the related Loan Group in the priorities and amounts set forth in Section 4.02(b) and (c), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the related Senior Percentage for such Distribution Date and Loan Group, as applicable, times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan in the related Loan Group (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan, if any), whether or not received on or prior to the related Determination Date, minus the principal portion of any Debt Service Reduction (other than the related Discount Fraction of the principal portion of such Debt Service Reductions with respect to each Discount Mortgage Loan, if any) which together with other Bankruptcy Losses exceeds the related Bankruptcy Amount; (2) the Stated Principal Balance of any Mortgage Loan in the related Loan Group repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan in such Loan Group pursuant to Section 2.03 or 2.04 during the preceding calendar month (other than the related Discount Fraction of such Stated Principal Balance or shortfall with respect to each Discount Mortgage Loan, if any); and (3) the principal portion of all other unscheduled collections with respect to the related Loan Group (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds), including Subsequent Recoveries, received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b)) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (other than the related Discount Fraction of the principal portion of such unscheduled collections, with respect to each Discount Mortgage Loan, if any, in the related Loan Group); (B) with respect to each Mortgage Loan in the related Loan Group for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b)) and did not result in any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount equal to the lesser of (a) the related Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to each Discount Mortgage Loan, if any, in the related Loan Group) and (b) the related Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan, if any, in the related Loan Group, included in clause (C) of the definition of Class A-P Principal Distribution Amount; (C) the related Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full with respect to the related Loan Group received in the related Prepayment Period and Curtailments with respect to the related Loan Group received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage Loan in the related Loan Group); (D) any portion of the Excess Subordinate Principal Amount for such Distribution Date allocated with respect to such Loan Group; and (E) amounts allocated to the related Certificate Group, as applicable, pursuant to Section 4.02(j); and (F) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C) of this Section 4.02(a), as determined for any previous Distribution Date, which remain unpaid after application of amounts previously distributed pursuant to this clause (E) to the extent that such amounts are not attributable to Realized Losses which have been allocated to the Subordinate Certificates; minus (G) the related Capitalization Reimbursement Amount for such Distribution Date, other than the related Discount Fraction of any portion of that amount related to each Discount Mortgage Loan, if any, in the related Loan Group, multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (F), and the denominator of which is the sum of the principal distribution amounts for all Classes of related Certificates other than the related Class A-P Certificates, payable from the Available Distribution Amount for the related Loan Group without giving effect to any reductions for the Capitalization Reimbursement Amount; (iii) if the Certificate Principal Balances of the Subordinate Certificates relating to a Loan Group have not been reduced to zero, to the Master Servicer or a Subservicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Subservicer Advances previously made with respect to any related Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus any such Advances that were made with respect to delinquencies that ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses; (iv) to the Holders of the Class I-M-1 Certificates or the Class II-M-1 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class I-M-1 Certificates or the Class II-M-1 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date, minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-M-1 Certificates or the Class II-M-1 Certificates, as applicable; (vi) to the Holders of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date, minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a) (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable; (viii) to the Holders of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable; (x) to the Holders of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable; (xii) to the Holders of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable; (xiv) to the Holders of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a)(xv) are insufficient therefor; (xv) to the Holders of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable; (xvi) to the Senior Certificates, on a pro rata basis in accordance with their respective outstanding Certificate Principal Balances, the portion, if any, of the Available Distribution Amounts for the related Loan Group remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of related Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the related Available Distribution Amounts remaining after the related Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of related Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R-III Certificates, the balance, if any, of the Available Distribution Amounts for all Loan Groups. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of related Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the related Subordinate Certificates are no longer outstanding, the related Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (b) (I) Distributions of principal from the Available Distribution Amount for Loan Group I on each Distribution Date will be made as follows: (i) first, the Class A-P Principal Distribution Amount for Loan Group I shall be distributed to the Class I-A-P Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (ii) second, an amount equal to the Senior Principal Distribution Amount for Loan Group I shall be distributed as follows: (A) first, to the Class R-I Certificates, until the Certificate Principal Balance of that class has been reduced to zero; and (B) second, any remaining amount to the Class I-A-1 Certificates, until the Certificate Principal Balance of the Class I-A-1 Certificates has been reduced to zero; (II) Distributions of principal from the Available Distribution Amount for Loan Group II on each Distribution Date will be made as follows: (i) first, the Class A-P Principal Distribution Amount for Loan Group II shall be distributed to the Class II-A-P Certificates, until the Certificate Principal Balance of that class has been reduced to zero; and (ii) second, an amount equal to the Senior Principal Distribution Amount for Loan Group II shall be distributed as follows: (A) first, to the Class R-II Certificates and Class R-III Certificates on a pro rata basis in accordance with their respective Certificate Principal Balances, until the Certificate Principal Balance of that class has been reduced to zero; and (B) second, any remaining amount to the Class II-A-1 Certificates, until the Certificate Principal Balance of that class has been reduced to zero. (III) Distributions of principal from the Available Distribution Amount for Loan Group III on each Distribution Date will be made as follows: (i) first, the Class A-P Principal Distribution Amount for Loan Group III shall be distributed to the Class II-A-P Certificates, until the Certificate Principal Balance of that Class has been reduced to zero; and (ii) second, an amount equal to the Senior Principal Distribution Amount for Loan Group III shall be distributed to the Class III-A-1, Class III-A-2 and Class III-A-3 Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, until the Certificate Principal Balances thereof have been reduced to zero. (c) Notwithstanding Section 4.02(b)(I)(ii), Section 4.02(b)(II)(ii) and Section 4.02(b)(III)(ii), on or after the related Credit Support Depletion Date for Loan Group I or Loan Group II and Loan Group III on a combined basis, the Senior Principal Distribution Amount for the related Loan Group will be distributed to the remaining Senior Certificates in the related Certificate Group (other than the related Class A-P Certificates and the related Class A-V Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances; provided, however, that until reduction of the Certificate Principal Balance of the Class III-A-2 Certificates to zero, the aggregate amount distributable to the Class III-A-1 Certificates and Class III-A-2 Certificates in respect of the aggregate Accrued Certificate Interest thereon and in respect of their aggregate pro rata portion of the related Senior Principal Distribution Amount will be distributed among those Certificates in the following priority: first, to the Class III-A-1 Certificates, up to an amount equal to the Accrued Certificate Interest on the Class III-A-1 Certificates; second, to the Class III-A-1 Certificates, up to an amount equal to the Super Senior Optimal Principal Distribution Amount for the Class III-A-1 Certificates, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class III-A-2 Certificates, up to an amount equal to the Accrued Certificate Interest thereon; and fourth, to the Class III-A-2 Certificates, the remainder, until the Certificate Principal Balance thereof has been reduced to zero. (d) After the reduction of the Certificate Principal Balances of all Classes of Senior Certificates of a Certificate Group (other than the related Class A-P Certificates) to zero but prior to the related Credit Support Depletion Date, such Senior Certificates (other than the related Class A-P Certificates) will be entitled to no further distributions of principal thereon and the applicable Available Distribution Amount will be distributed solely to the holders of the related Class A-P Certificates, the related Class A-V Certificates and the related Subordinate Certificates, in each case as described herein. (e) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of related Subordinate Certificates with a Certificate Principal Balance greater than zero with the highest payment priority to which Realized Losses, other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and Extraordinary Losses, have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase from zero the Certificate Principal Balance of the Class of related Certificates with the next lower payment priority, up to the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase from zero the Certificate Principal Balance of the Class of related Certificates with the next lower payment priority up to the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Interest Accrual Period that relates to the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (f) [Reserved] (g) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be solely responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Registrar, the Company or the Master Servicer shall have any responsibility therefor. (h) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Master Servicer shall, no later than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). (i) On any Distribution Date prior to the occurrence of the Credit Support Depletion Date for Loan Group II and Loan Group III that occurs after the reduction of the aggregate Certificate Principal Balance of the Group II Senior Certificates or Group III Senior Certificates to zero, the outstanding Certificates relating to the other of Group II Senior Certificates or Group III Senior Certificates, as applicable, will be entitled to receive 100% of the mortgagor prepayments on the Mortgage Loans in the Loan Group related to the Certificate Group that has been reduced to zero. Such amounts allocated to a Certificate Group shall be treated as part of the related Available Distribution Amount and distributed as part of the related Senior Principal Distribution Amount in accordance with the priorities set forth in 4.02(b) above, in reduction of such Certificate Principal Balances. Notwithstanding the foregoing, the remaining Certificates in a Certificate Group will not be entitled to receive mortgagor prepayments on the Mortgage Loans in the Loan Group related to the Certificate Group that has been reduced to zero if the following two conditions are satisfied: (1) the weighted average of the Subordinate Percentages for both Loan Group II and Loan Group III for such Distribution Date, weighted on the basis of the Stated Principal Balances of the Mortgage Loans in the related Loan Group, is at least two times the weighted average of the initial Subordinate Percentages for both -Loan Groups, calculated on that basis and (2) the outstanding principal balance of the Mortgage Loans in both Loan Groups delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Class II-M Certificates and Class II-B Certificates, is less than 50%. (j) For any Undercollateralized Certificate Group on any Distribution Date prior to the Credit Support Depletion Date (i) 100% of the mortgagor prepayments allocable to the Class II-M Certificates and Class II-B Certificates on the Mortgage Loans in the non-related Loan Group will be distributed to such Undercollateralized Certificate Group in accordance with the priorities set forth in Section 4.02(b) for the related Senior Principal Distribution Amount, in reduction of the Certificate Principal Balance of such Undercollateralized Certificate Group, until such Certificate Principal Balance equals the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group and (ii) an amount equal to one month's interest at a rate of 6.00% per annum on the related Undercollateralized Amount will be distributed from that portion of the Available Distribution Amount for the non-related Loan Group that would be otherwise allocable to the Class II-M Certificates and Class II-B Certificates, in the following priority: first to pay any unpaid interest on such Undercollateralized Certificate Sub-Group, pro rata, and then to pay principal thereon in the manner described in clause (i) above. Section 4.3 Statements to Certificateholders; Statements to the Rating Agencies; Exchange Act Reporting. (See Section 4.03 of the Standard Terms) 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) Section 4.5 Allocation of Realized Losses. Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due during the related Due Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses on Mortgage Loans in a Loan Group, other than Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated to the Certificates in the related Certificate Group as follows: first, to the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class I-M-1 Certificates or the Class II-M-1 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Loss is on a Discount Mortgage Loan, to the related Class A-P Certificates in an amount equal to the related Discount Fraction of the principal portion of the Realized Loss until the Certificate Principal Balance of such Class A-P Certificates has been reduced to zero, and the remainder of such Realized Losses on the Discount Mortgage Loans in the related Loan Group and the entire amount of such Realized Losses on Non-Discount Mortgage Loans in the related Loan Group will be allocated among (i) the Group I Senior (other than the Class I-A-P Certificates) and, in the case of the interest portion of such Realized Loss, the Class I-A-V Certificates (in the case of a Group I Loan) on a pro rata basis, (ii) Group II Senior Certificates and, in the case of the interest portion of such Realized Loss, Class II-A-V on a pro rata basis or (iii) to the Group III Senior Certificates and, in the case of the interest portion of such Realized Loss, the Class II-A-V Certificates (in the case of a Group III Loan) on a pro rata basis, as described below; provided, however, that such Realized Losses otherwise allocable to the Class III-A-1 Certificates will be allocated to the Class III-A-2 Certificates until the Certificate Principal Balance of the Class III-A-2 Certificates has been reduced to zero. The principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses on Discount Mortgage Loans will be allocated to the related Class A-P Certificates in an amount equal to the related Discount Fraction thereof. The Class I-A Percentage, Class II-A Percentage or Class III-A Percentage (as applicable) of the remainder of the principal portion of such losses on Discount Mortgage Loans and the Class I-A Percentage, Class II-A Percentage or Class III-A Percentage (as applicable) of the entire amount of the principal portion of such losses on Non-Discount Mortgage Loans will be allocated to (i) the Group I Senior (other than the Class I-A-P Certificates and the Class I-A-V Certificates), on a pro rata basis (in the case of a Realized Loss on a Group I Loan), (ii) Group II Senior Certificates, on a pro rata basis (in the case of a Realized Loss on a Group II Loan), or (iii) to the Group III Senior Certificates on a pro rata basis (in the case of a Realized Loss on a Group III Loan). The remainder of the principal portion of such losses on Discount Mortgage Loans and Non-Discount Mortgage Loans will be allocated to the Class M Certificates in the related Certificate Group and Class B Certificates in the related Certificate Group on a pro rata basis. The interest portion of such losses will be allocated to all of the Certificates in the related Certificate Group, on a pro rata basis based on the Accrued Certificate Interest thereon payable from the related Loan Group in respect of the related Distribution Date. As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable from the related Loan Group in respect of such Distribution Date and derived from the related Loan Group (without regard to any Compensating Interest allocated to the Available Distribution Amount of such Loan Group for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates in any Certificate Group or Certificate Sub-Group, as applicable, below the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group or Sub-Loan Group. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the related Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification) shall be made in proportion to the amount of Accrued Certificate Interest and by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that would have resulted absent such reductions. Section 4.6 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms) Section 4.7 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms) Section 4.8 Surety Bond. (See Section 4.08 of the Standard Terms) 

 ARTICLE V THE CERTIFICATES Section 5.1 The Certificates. 1. (See Section 5.01(a) of the Standard Terms). 2. Except as provided below, registration of Book-Entry Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Holders of the Book-Entry Certificates shall hold their respective Ownership Interests in and to each of such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The Trustee, the Master Servicer and the Company may for all purposes (including the making of payments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If (i)(A) the Company advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Company is unable to locate a qualified successor or (ii) the Company notifies the Depository of its intent to terminate the book-entry system and, upon receipt of notice of such intent from the Depository, the Depository Participants holding beneficial interest in the Book-Entry Certificates agree to initiate such termination, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in the related Class of Certificates. In order to make such a request, such Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Percentage Interest in fully registered definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the Certificate Registrar to effect such exchange (such instructions shall contain information regarding the Class of Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificate, and any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate Principal Balance of the Definitive Certificate, (ii) the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute and the Certificate Registrar shall authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the Certificate Principal Balance of the Definitive Certificate. Neither the Company, the Master Servicer nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of any instructions required under Section 5.01 and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. 3. (See Section 5.01(c) of the Standard Terms) Section 5.2 Registration of Transfer and Exchange of Certificates. (See Section 5.02 of the Standard Terms) Section 5.3 Mutilated, Destroyed, Lost or Stolen Certificates. (See Section 5.03 of the Standard Terms) Section 5.4 Persons Deemed Owners. (See Section 5.04 of the Standard Terms) Section 5.5 Appointment of Paying Agent. (See Section 5.05 of the Standard Terms) Section 5.6 U.S.A. Patriot Act Compliance. (See Section 5.06 of the Standard Terms) 

 ARTICLE VI THE COMPANY AND THE MASTER SERVICER (See Article VI of the Standard Terms) 

 ARTICLE VII DEFAULT (See Article VII of the Standard Terms) 

 ARTICLE VIII CONCERNING THE TRUSTEE Section 8.1 Duties of the Trustee. (See Section 8.01 of the Standard Terms). Section 8.2 Certain Matters Affecting the Trustee. (See Section 8.02 of the Standard Terms). Section 8.3 Trustee Not Liable for Certificates or Mortgage Loans. (See Section 8.03 of the Standard Terms). Section 8.4 Trustee May Own Certificates. (See Section 8.04 of the Standard Terms). Section 8.5 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification. (See Section 8.05 of the Standard Terms). Section 8.6 Eligibility Requirements for Trustee. (See Section 8.06 of the Standard Terms). Section 8.7 Resignation and Removal of the Trustee. (See Section 8.07 of the Standard Terms). Section 8.8 Successor Trustee. (See Section 8.08 of the Standard Terms). Section 8.9 Merger or Consolidation of Trustee. (See Section 8.09 of the Standard Terms). Section 8.10 Appointment of the Co-Trustee or Separate Trustee. (See Section 8.10 of the Standard Terms). Section 8.11 Appointment of the Custodians. (See Section 8.11 of the Standard Terms). Section 8.12 Appointment of Office or Agency. The Trustee will maintain an office or agency in the United States at the address designated in Section 11.05 of the Series Supplement where Certificates may be surrendered for registration of transfer or exchange. The Trustee will maintain an office at the address stated in Section 11.05 of the Series Supplement where notices and demands to or upon the Trustee in espect of this Agreement may be served. 

 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. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Find or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the purchase by the Master Servicer of all Group I Loans and all property acquired in respect of any Group I Loan remaining in the Trust Fund and the purchase by the Master Servicer of all Group II Loans and Group III Loans and all property acquired in respect of any Group II Loan and Group III Loan remaining in the Trust Fund, in each case, at a price equal to 100% of the unpaid principal balance of each Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (net of any unreimbursed Advances attributable to principal) on the day of repurchase, plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan), to, but not including, the first day of the month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof; and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any portion of any REMIC formed under this Series Supplement as a REMIC. The purchase price paid by the Master Servicer shall also include any amounts owed by Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the compliance with laws representation pursuant to Section 4(k) of the Assignment Agreement, that remain unpaid on the date of such purchase. The right of the Master Servicer to purchase all the assets of the Trust Fund relating to the Group I Loans, pursuant to clause (ii) above is conditioned upon the Aggregate Stated Principal Balance of the Group I Loans as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of Group I Loans. The right of the Master Servicer to purchase all the assets of the Trust Fund relating to the Group II Loans and the Group III Loans, pursuant to clause (ii) above is conditioned upon the Aggregate Stated Principal Balance of the Group II Loans and Group III Loans as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of the Group II Loans and Group III Loans. If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased. In addition to the foregoing, on any Distribution Date on which the Aggregate Stated Principal Balance of the Group I Loans, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Group I Loans, the Master Servicer shall have the right, at its option, to purchase the Certificates related to Loan Group I, in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, or, with respect to the Class I-A-V Certificates, on their Notional Amount, any previously unpaid Accrued Certificate Interest. On any Distribution Date on which the Aggregate Stated Principal Balance of the Group II Loans and Group III Loans, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Group II Loans and Group III Loans, the Master Servicer shall have the right, at its option, to purchase the Certificates related to Loan Group II and Loan Group III, in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, or, with respect to the Class II-A-V Certificates, on their Notional Amount, any previously unpaid Accrued Certificate Interest. If the Master Servicer exercises this right to purchase the outstanding Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 60 days' prior notice of the Distribution Date on which the Master Servicer anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund or otherwise). Notice of any termination, specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer (if it is exercising its right to purchase the assets of the Trust Fund), or by the Trustee (in any other case) by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying: (i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, if know, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price for the assets of the Trust Fund computed as above provided. The Master Servicer shall provide to the Trustee written notification of any change to the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (c) Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount equal to the outstanding Certificate Principal Balance of the Certificates, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (d) In the event that any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if it exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Certificateholders shall look only to the Master Servicer for such payment. Section 9.2 Additional Termination Requirements. (See Section 9.02 of the Standard Terms). Section 9.3 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms). 

 ARTICLE X REMIC PROVISIONS Section 10.1 REMIC Administration. (See Section 10.01 of the Standard Terms) Section 10.2 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms) Section 10.3 Designation of REMICs. The REMIC Administrator shall make an election to treat the entire segregated pool of assets described in the definition of REMIC I, and subject to this Agreement (including the Group I Loans) as a REMIC ("REMIC I") for federal income tax purposes. The REMIC Administrator shall make an election to treat the entire segregated pool of assets described in the definition of REMIC II, and subject to this Agreement (including the Group II Loans and the Group III Loans) as a REMIC ("REMIC II") for federal income tax purposes. The REMIC Administrator shall make an election to treat the entire segregated pool of assets comprised of the Uncertificated REMIC I Regular Interests and Uncertificated REMIC II Regular Interests as a REMIC ("REMIC III") for federal income tax purposes. The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Uncertificated REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Class I-A-1, Class II-A-1, Class III-A-1, Class III-A-2, Class III-A-3, Class I-A-P, Class II-A-P, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3, 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 and the Uncertificated REMIC III Regular Interests Z1 and the Uncertificated REMIC III Regular Interests Z2, the rights in and to which will be represented by the related Class A-V Certificates, will be "regular interests" in REMIC III, and the Class R-III Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. On and after the date of issuance of any Subclass of related Class A-V Certificates pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the related Uncertificated REMIC III Regular Interest or Interests Z1 or Interests Z2 specified by the initial Holder of the related Class A-V Certificates pursuant to said Section. Section 10.4 Distributions on the Uncertificated REMIC I and REMIC II Regular Interests. (a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC I Regular Interests and Uncertificated REMIC II Regular Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts and the Uncertificated REMIC II Regular Interest Distribution Amounts, respectively, in the following order of priority to the extent of the related Available Distribution Amount, as reduced by distributions made to the Class R-I Certificates or the Class R-II Certificates, as applicable, pursuant to Section 4.02(a): (i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests or the Uncertificated REMIC II Regular Interests, as applicable, for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 10.04(b), an amount equal to the sum of the amounts in respect of principal distributable on each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b). (b) The amount described in Section 10.04(a)(ii) in respect of the Uncertificated REMIC I Regular Interest Distribution Amounts shall be deemed distributed to (i) Uncertificated REMIC I Regular Interest X and (ii) Uncertificated REMIC I Regular Interest Y with the amount to be distributed allocated among such interests in accordance with the priority assigned to each Related Class of Certificates, respectively, under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero. The amount described in Section 10.04(a)(ii) in respect of the Uncertificated REMIC II Regular Interest Distribution Amounts shall be deemed distributed to (i) Uncertificated REMIC II Regular Interest X and (iii) Uncertificated REMIC II Regular Interest Y with the amount to be distributed allocated among such interests in accordance with the priority assigned to each Related Class of Certificates (other than the Class R-III Certificates), respectively, under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero. (c) The portion of the Uncertificated REMIC I Regular Interest Distribution Amounts described in Section 10.04(a)(ii) shall be deemed distributed by REMIC I to REMIC III or REMIC II to REMIC III, as the case may be, in accordance with the priority assigned to the REMIC III Certificates relative to that assigned to the REMIC I Certificates and the REMIC II Certificates under Section 4.02(b). (d) In determining from time to time the Uncertificated REMIC I Regular Interest Distribution Amounts, the Uncertificated REMIC II Regular Interest Distribution Amounts and Uncertificated REMIC III Regular Interest Distribution Amounts: (i) Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be deemed allocated to the Uncertificated REMIC III Regular Interests Z1, in the case of the Class I-A-V Certificates, and the Uncertificated REMIC III Regular Interests Z2, in the case of the Class I-A-V Certificates, pro rata according to the respective amounts of Uncertificated Accrued Interest that would have accrued on such Uncertificated REMIC III Regular Interests Z1 or Z2 for the Distribution Date for which such allocation is being made in the absence of such allocation; (ii) Realized Losses allocated to the Class I-A-P Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest X; (iii) Realized Losses allocated to the Class II-A-P Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest X; (iv) Realized Losses allocated to the Class I-A-1, 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 under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest Y; (v) Realized Losses allocated to the Class II-A-1, Class III-A-1, Class III-A-2, Class III-A-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1, Class II-B-2, Class II-B-3 Certificates and Class R-III Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest Y; (vi) Realized Losses allocated to the Uncertificated REMIC II Regular Interests Z1 under clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC I Regular Interest Z; and (vii) Realized Losses allocated to the Uncertificated REMIC II Regular Interests Z2 under clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC II Regular Interest Z. (e) On each Distribution Date the Trustee shall be deemed to distribute from REMIC III, in the priority set forth in Sections 4.02(a) and (b), to the Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) the amounts distributable thereon from the Uncertificated REMIC I Regular Interest Distribution Amounts and the Uncertificated REMIC II Regular Interest Distribution Amounts deemed to have been received by REMIC III from REMIC I and REMIC II under this Section 10.04. The amounts deemed distributed hereunder with respect to the Class I-A-V Certificates and the Class II-A-V Certificates shall be deemed to have been distributed in respect of the Uncertificated REMIC III Regular Interests Z1 and the Uncertificated REMIC III Regular Interests Z2, respectively, in accordance with their respective Uncertificated REMIC III Regular Interest Distribution Amounts, as such Uncertificated REMIC III Regular Interests Z1 and the Uncertificated REMIC III Regular Interests Z2 comprise the Class I-A-V Certificates and the Class II-A-V Certificates, respectively. (f) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests described in this Section 10.04, distributions of funds from the Certificate Account shall be made only in accordance with Section 4.02. Section 10.5 Compliance with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Trustee or any Paying Agent, as applicable, shall comply with all federal withholding requirements respecting payments to Certificateholders, including interest or original issue discount payments or advances thereof that the Trustee or any Paying Agent, as applicable, reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee or any Paying Agent, as applicable, does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee or any Paying Agent, as applicable, shall indicate the amount withheld to such Certificateholder pursuant to the terms of such requirements. 

 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.1 Amendment. (See Section 11.01 of the Standard Terms) Section 11.2 Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard Terms) Section 11.3 Limitation on Rights of Certificateholders. (See Section 11.03 of the Standard Terms) Section 11.4 Governing Law. (See Section 11.04 of the Standard Terms) Section 11.5 Notices. All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which shall be deemed to have been duly given only when received), to the appropriate address for each recipient listed in the table below or, in each case, such other address as may hereafter be furnished in writing to the Master Servicer, the Trustee and the Company, as applicable: - --------------------------------------------------------------------------------- Recipient Address - --------------------------------------------------------------------------------- Company 8400 Normandale Lake Boulevard Suite 250, Minneapolis, Minnesota 55437, Attention: President - --------------------------------------------------------------------------------- Master Servicer 2255 N. Ontario Street, Suite 400 Burbank, California ###-###-####, Attention: Managing Director/Master Servicing - --------------------------------------------------------------------------------- Trustee Corporate Trust Office 1761 East St. Andrew Place Santa Ana, California ###-###-####, Attention: Residential Accredit Loans, Inc. Series 2005-QS14 The Trustee designates its offices located at DB Services Tennessee, 648 Grassmere Park Road, Nashville, TN 37211-3658 Attn: Transfer Unit, for the purposes of Section 8.12 of the Standard Terms - --------------------------------------------------------------------------------- Moody's Investors Service, 99 Church Street, 4th Floor Inc. New York, New York 10004 - --------------------------------------------------------------------------------- Fitch Ratings One State Street Plaza New York, New York 10041 - --------------------------------------------------------------------------------- Standard & Poor's Ratings 55 Water Street, 40th Floor Services New York, NY 10041-0003 - --------------------------------------------------------------------------------- Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. Section 11.6 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms) Section 11.7 Severability of Provisions. (See Section 11.07 of the Standard Terms) Section 11.8 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms) Section 11.9 Allocation of Voting Rights. 96.5% of all of the Voting Rights shall be allocated among Holders of Certificates, other than the Interest Only Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1.0% of all Voting Rights shall be allocated among the Holders of each Class of Class A-V Certificates, in accordance with their respective Percentage Interests; and 0.5% of all Voting Rights shall be allocated among the Holders of each Class of Class R Certificates, in accordance with their respective Percentage Interests. Section 11.10 No Petition. The Depositor, Master Servicer and the Trustee, by entering into this Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute against the Trust Fund, or join in any institution against the Trust Fund of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligation with respect to the Certificates or this Agreement. 

 IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. RESIDENTIAL ACCREDIT LOANS, INC. [Seal] By:  /s/Heather Anderson  Name: Heather Anderson Title: Vice President Attest: ___/s/Mark White_______ Name: Title: RESIDENTIAL FUNDING CORPORATION [Seal] By:  /s/Mark White  Name: Mark White Title: Associate Attest:___Heather Anderson____ Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee [Seal] By:  /s/Brent Hoyler  Name: Brent Hoyler Title: Associate By:  /s/Barbara Campbell  Name: Barbara Campbell Title: Vice President Attest:__/s/Eiko Akiyama______________ Name: Eiko Akiyama Title: Associate 

 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 29th day of September, 2005 before me, a notary public in and for said State, personally appeared Heather Anderson, known to me to be a Vice President of Residential Accredit Loans, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ___/s/Amy Sue Olson_____________________ Notary Public [Notarial Seal] 

 STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 29th day of September, 2005 before me, a notary public in and for said State, personally appeared _____________________, known to me to be a(n) ____________________ of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ___/s/Amy Sue Olson_____________________ Notary Public [Notarial Seal] 

 STATE OF CALIFORNIA ) ss.: COUNTY OF ORANGE ) On the 29th day of September, 2005 before me, a notary public in and for said State, personally appeared __Brent Hoyler_______, known to me to be a(n) ___Associate_______ of Deutsche Bank Trust Company Americas, the New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ___/s/Amy Lynn Stoddard__________________ Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 29th day of September, 2005 before me, a notary public in and for said State, personally appeared _Barbara Campbell______, known to me to be a(n) _Vice President______ of Deutsche Bank Trust Company Americas, the New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ___/s/Amy Lynn Stoddard__________________ Notary Public [Notarial Seal] 

 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 

 3 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 (i) (a) the amount of such distribution to the Certificateholders of such Class applied to reduce the Certificate Principal Balance thereof, and (b) the aggregate amount included therein representing Principal Prepayments; (ii) the amount of such distribution to Holders of such Class of Certificates allocable to interest; (iii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall; (iv) the amount of any Advance by the Master Servicer pursuant to Section 4.04; (v) the number and Pool Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of principal on such Distribution Date, in the aggregate and for each Loan Group or Sub-Loan Group; (vi) the aggregate Certificate Principal Balance of each Class of Certificates and each of the Senior Percentage and Subordinate Class Percentage, after giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an actual distribution of principal; (vii) the related Subordinate Principal Distribution Amount and Prepayment Distribution Percentage, if applicable; (viii) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, on the basis of the most recent reports furnished to it by Subservicers, (a) the number and aggregate principal balances of Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Mortgage Loans that are in foreclosure, (b) the number and aggregate principal balances of Reportable Modified Mortgage Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and aggregate principal balance of Reportable Modified Mortgage Loans that are in foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, and (c) for all Reportable Modified Mortgage Loans, the number and aggregate Stated Principal Balance of Reportable Modified Mortgage Loans that have been liquidated, the subject of pay-offs and that have been repurchased by the Master Servicer or Seller; (ix) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the number, aggregate principal balance and book value of any REO Properties; (x) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date; (xi) each Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the close of business on such Distribution Date and a description of any change in the calculation of such amounts; (xii) the weighted average Pool Strip Rate for such Distribution Date and the Pass-Through Rate with respect to each class of Class A-V Certificates and each Subclass, if any, thereof; (xiii) the occurrence of a Credit Support Depletion Date; (xiv) each Senior Accelerated Distribution Percentage applicable to such distribution; (xv) each Senior Percentage for such Distribution Date; (xvi) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the aggregate amount of Realized Losses for such Distribution Date; (xvii) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the aggregate amount of any recoveries on previously foreclosed loans from Sellers due to a breach of a representation or warranty assigned to the Trustee pursuant to Section 2.04; (xviii) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; (xix) the Notional Amount with respect to each Class of Interest Only Certificates; and (xx) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date. In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. The Trustee's internet website, and assistance in using the website, can be obtained by calling the Trustee's Shareholder Relations desk at [(800) 735-7777]. To receive this statement via first class mail, telephone the Trustee at [(800) 735-7777]. 

 EXHIBIT FOUR STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF AUGUST 1, 2004