Central Certificate System Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.
Initial Certificate Ownership Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.
Medical Certificate 🞏 Absent from Work (first date of absence) 🞏 Not absent from work but requires accommodations (Employee Name) The information supplied will be used in a confidential manner and may assist in creating a return to work plan. I hereby consent to the completion of this form by: (Treating Medical Practitioner’s Name) (Signature of Employee) (Date)
The Certificate Account (a) On or prior to the Closing Date, the Trustee shall establish or cause to be established the Certificate Account, which shall be entitled “Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-7 Trust Certificate Account under the Pooling and Servicing Agreement, dated as of August 1, 2005, among Washington Mutual Mortgage Securities Corp., as Depositor, Washington Mutual Bank, as Servicer, LaSalle Bank National Association, as the Trustee, and Christiana Bank & Trust Company, as the Delaware Trustee, for the benefit of Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2005-7 Trust created pursuant thereto”. Promptly after the Closing Date, the Trustee shall communicate to the Servicer the account number and wiring instructions for the Certificate Account. Not later than the Business Day prior to the related Distribution Date, the Servicer shall direct the Investment Depository to deposit into the Certificate Account the amounts previously deposited into the Investment Account (which may include a deposit of Eligible Investments) to which the Holders of the REMIC I Regular Interests and the Class R-1 Residual Interest are entitled or which are necessary for payment of any Special Primary Insurance Premiums. In addition, not later than the Business Day prior to the Distribution Date, the Servicer shall deposit into the Certificate Account any Monthly P&I Advances or other payments required to be made by the Servicer pursuant to Section 4.02 of this Agreement and any Insurance Proceeds or Liquidation Proceeds (including amounts paid by the Company in respect of any Purchase Obligation) not previously deposited in the Custodial Accounts for P&I or the Investment Account, and any amounts paid by the Servicer in connection with the exercise of its option to terminate this Agreement pursuant to Section 9.01 or any other purchase of Mortgage Loans permitted by this Agreement.
(b) Funds held in the Certificate Account shall be invested at the written direction of the Servicer in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior to the related Distribution Date (except if such Eligible Investments are obligations of the Trustee, such Eligible Investments may mature on the Distribution Date), or (ii) such other instruments as shall be required to maintain the Ratings. The Servicer shall be entitled to receive any gains earned on such Eligible Investments and shall bear any losses suffered in connection therewith. If the Trustee has not received such written investment directions from the Servicer, the Trustee shall not invest funds held in the Certificate Account. The Trustee shall have no liability for any losses on investments of funds held in the Certificate Account.
Certificate Distribution Account The Certificate Distribution Account shall be established as a non-interest bearing trust account pursuant to Section 4.1 of the Sale and Servicing Agreement. Funds on deposit in the Certificate Distribution Account shall be held uninvested. The Certificateholders shall possess all beneficial right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and all proceeds thereof. Except as otherwise provided herein, in the Indenture or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Certificate Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Servicer on behalf of the Issuer, shall, within ten (10) Business Days (or such longer period) after becoming aware of the fact, establish a new Certificate Distribution Account as an Eligible Account and shall direct the Certificate Paying Agent to transfer any cash then on deposit in the Certificate Distribution Account to such new Certificate Distribution Account.
Medical Certificates If the Employer requires the employee to obtain a medical certificate, the Employer shall pay the full cost of the certificate.
Distributions from the Certificate Account (a) On each Distribution Date on or prior to a Section 7.01(c) Purchase Event or a Trust Fund Termination Event, the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw from the Certificate Account the Total Distribution Amount (to the extent such amount is on deposit in the Certificate Account), and amounts that are available for payment to the Swap Counterparty, and shall allocate such amount to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amount as specified in subparagraphs (b) through (g) of this Section 5.02; provided, that amounts that are available for payment to the Swap Counterparty shall be paid on the related Swap Payment Date. On each Distribution Date after a Section 7.01(c) Purchase Event but on or prior to a Trust Fund Termination Event, the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw from the Certificate Account the Total Distribution Amount (to the extent such amount is on deposit in the Certificate Account), and amounts that are available for payment to the Swap Counterparty, and shall allocate such amount to the interests issued in respect of REMIC 1 created pursuant to this Agreement and shall distribute such amount as specified in subparagraphs (j) through (l) of this Section; provided, that amounts that are available for payment to the Swap Counterparty shall be paid on the related Swap Payment Date.
(b) On each Distribution Date (or, with respect to clauses (i) and (ii) below, on the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority:
(i) for deposit into the Swap Account, an amount equal to the lesser of (x) the product of (A) the amount of any Net Swap Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the related Swap Payment Date and (B) the Pool Percentage for Pool 1 for such Distribution Date and (y) the Interest Remittance Amount for Pool 1 for such Distribution Date;
(ii) for deposit into the Swap Account, the amount of any Net Swap Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the related Swap Payment Date (after giving effect to distributions made pursuant to clause 5.02(b)(i) above and subsection 5.02(c)(i) below for such Distribution Date), to be paid concurrently and in proportion to the Interest Remittance Amount available with respect to Pool 2 for such Distribution Date;
(iii) concurrently, on a pro rata basis, to each Class of Group 1 Senior Certificates, Current Interest and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest and Carryforward Interest shall be allocated between such Classes in proportion to the amount of Current Interest and Carryforward Interest that would otherwise be distributable thereon; and
(iv) for application pursuant to Section 5.02(d) below, any Interest Remittance Amount for Pool 1 remaining undistributed after application pursuant to clauses (i) through (iii) of this Section 5.02(b) for such Distribution Date.
(c) On each Distribution Date (or with respect to clauses (i) and (ii) below, on the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority:
(i) for deposit into the Swap Account, an amount equal to the lesser of (x) the product of (A) the amount of any Net Swap Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the related Swap Payment Date and (B) the Pool Percentage for Pool 2 for such Distribution Date and (y) the Interest Remittance Amount for Pool 2 for such Distribution Date;
(ii) for deposit into the Swap Account, the amount of any Net Swap Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the related Swap Payment Date (after giving effect to distributions made pursuant to subsections 5.02(b)(i) and 5.02(c)(i) above for such Distribution Date);
(iii) concurrently, on a pro rata basis, to each Class of the Group 2 Senior Certificates, Current Interest and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest and Carryforward Interest shall be allocated among such Classes in proportion to the amount of Current Interest and Carryforward Interest that would otherwise be distributable thereon; and
(iv) for application pursuant to Section 5.02(d) below, any Interest Remittance Amount for Pool 2 remaining undistributed after application pursuant to clauses (i) through (iii) of this Section 5.02(c) for such Distribution Date.
(d) On each Distribution Date, the Trustee shall distribute the aggregate of any remaining Interest Remittance Amounts from subsections 5.02(b)(iv) and 5.02(c)(iv) above in the following order of priority:
(i) concurrently, on a pro rata basis, to each Class of Senior Certificates, Current Interest and any Carryforward Interest (taking into account distributions pursuant to subsections 5.02(b)(iii) and 5.02(c)(iii) above) for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest and Carryforward Interest shall be allocated among such Classes in proportion to the amount of Current Interest and Carryforward Interest that would otherwise be distributable thereon;
(ii) to each Class of Subordinate Certificates, in accordance with the Subordinate Priority, Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iii) to the Credit Risk Manager, the Credit Risk Manager’s Fee;
(iv) to the Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not previously reimbursed to the Trustee; and
(v) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (f) of this Section, any Interest Remittance Amount remaining undistributed for such Distribution Date.
(e) On each Distribution Date or related Swap Payment Date, as applicable, the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool for such date as follows:
(i) On each Distribution Date (or, with respect to clauses (A)(1), (A)(2), (B)(1) and (B)(2) below of this Section 5.02(e), on the related Swap Payment Date) (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, until the aggregate Certificate Principal Amount of the LIBOR Certificates equals the Target Amount for such Distribution Date, the Trustee shall make the following distributions, concurrently:
(A) For Pool 1: The Principal Distribution Amount for Pool 1 will be distributed in the following order of priority:
(1) for deposit into the Swap Account, an amount equal to the lesser of (x) the product of (A) the amount of any Net Swap Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the related Swap Payment Date (to the extent not paid previously or from the Interest Remittance Amount for such Distribution Date) and (B) the Pool Percentage for Pool 1 for such Distribution Date and (y) the Principal Remittance Amount for Pool 1 for such Distribution Date;
(2) for deposit into the Swap Account, the amount of any Net Swap Payment or Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty on the related Swap Payment Date (after giving effect to distributions made pursuant to subsections 5.02(e)(i)(A)(1) above and 5.02(e)(i)(B)(1) below, and to the extent not paid previously or from the Interest Remittance Amount for such Distribution Date);
(3) to the Class A1 and Class A6 Certificates, pro rata, in proportion to their outstanding Class Principal Amounts, until the Class Principal Amount of each such Class has been reduced to zero; and
(4) for application pursuant to subsection 5.02(e)(ii) below, any such Principal Distribution Amount for Pool 1 remaining undistributed for such Distribution Date.
Single Certificate A Single Certificate for each Class of Class A Certificates (other than the Class A-R Certificate) and each Class of Class B Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination. A Single Certificate for the Class B-4 and Class B-6 Certificates represents a $250,000 Denomination. The Class B-5 Certificates will be issued as a Single Certificate with a Denomination equal to its Original Principal Balance.
Termination of the Certificate Administrator Notwithstanding anything to the contrary contained in this Agreement, the Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.
Servicing Certificate Not later than each Determination Date, the Master Servicer shall deliver (a) to the Indenture Trustee, the data necessary to prepare the items below and the statement for Noteholders required to be prepared pursuant to Section 4.04 and (b) to the Indenture Trustee, the Owner Trustee, the Sponsor, the Depositor, the Paying Agent, the Credit Enhancer, and each Rating Agency a Servicing Certificate (in written form or the form of computer readable media or such other form as may be agreed to by the Indenture Trustee and the Master Servicer), together with an Officer's Certificate to the effect that the Servicing Certificate is correct in all material respects, stating the related Collection Period, Payment Date, the series number of the Notes, the date of this Agreement, and:
(i) the aggregate amount of collections received on the Mortgage Loans by the Determination Date for the related Collection Period;
(ii) the aggregate amount of (a) Interest Collections and (b) Principal Collections for the related Collection Period;
(iii) the Investor Floating Allocation Percentage and the Investor Fixed Allocation Percentage for the related Collection Period;
(iv) the Investor Interest Collections and Investor Principal Collections for the related Collection Period;
(v) the Interest Collections that are not Investor Interest Collections and Transferor Principal Collections for the related Collection Period;
(vi) the Note Interest and the applicable Note Rate for the Notes for the related Interest Period;
(vii) the amount of the Note Interest that is not payable to the Noteholders because of insufficient Investor Interest Collections;
(viii) the Unpaid Investor Interest Shortfall and the amount of interest on the shortfall at the applicable Note Rate applicable from time to time (separately stated) to be distributed on the related Payment Date;
(ix) the remaining Unpaid Investor Interest Shortfall after the distribution on the related Payment Date;
(x) the amount of any Basis Risk Carryforward in the distribution;
(xi) the amount of the remaining Basis Risk Carryforward after giving effect to the related distribution;
(xii) the Accelerated Principal Payment Amount and the portion of it that will be distributed pursuant to Section 8.03(a)(vi) of the Indenture;
(xiii) the Scheduled Principal Collections Payment Amount, separately stating its components;
(xiv) the amount of any Transfer Deposit Amount paid by the Sponsor or the Depositor pursuant to Section 2.02 or 2.04;
(xv) any accrued Servicing Fees for the Mortgage Loans for previous Collection Periods and the Servicing Fee for the related Collection Period;
(xvi) the Investor Loss Amount for the related Collection Period;
(xvii) the aggregate amount of Investor Loss Reduction Amounts for previous Payment Dates that have not been previously reimbursed to the Holders of the Notes pursuant to Section 8.03(a)(iv) of the Indenture;
(xviii) the aggregate Asset Balance of the Mortgage Loans as of the end of the preceding Collection Period and as of the end of the second preceding Collection Period;
(xix) [Deleted];
(xx) the Note Principal Balance and loan factor after giving effect to the distribution on the related Payment Date and to any reduction because of the Investor Loss Amount;
(xxi) the Transferor Principal Balance and the Available Transferor Subordinated Amount after giving effect to the distribution on the Payment Date;
(xxii) the aggregate amount of Additional Balances created on the Mortgage Loans during the previous Collection Period;
(xxiii) the number and aggregate Asset Balances of Mortgage Loans (x) as to which the Minimum Monthly Payment is delinquent for 30-59 days, 60-89 days, and 90 or more days, respectively and (y) that have become REO, in each case as of the end of the preceding Collection Period;
(xxiv) whether a Rapid Amortization Event has occurred since the prior Determination Date, specifying the Rapid Amortization Event if one has occurred;
(xxv) whether an Event of Servicing Termination has occurred since the prior Determination Date, specifying the Event of Servicing Termination if one has occurred;
(xxvi) the amount to be distributed to the Credit Enhancer pursuant to Section 8.03(a)(v) and Section 8.03(a)(vii) of the Indenture, stated separately;
(xxvii) the Guaranteed Principal Payment Amount for the Payment Date;
(xxviii) the Credit Enhancement Draw Amount for the related Payment Date;
(xxix) the amount to be distributed to the Transferor pursuant to Section 8.03(a)(x) of the Indenture;
(xxx) the amount to be paid to the Master Servicer pursuant to Section 8.03(a)(viii) of the Indenture;
(xxxi) the Maximum Rate for the related Collection Period and the Weighted Average Net Loan Rate for the Mortgage Loans;
(xxxii) the expected amount of any optional advances pursuant to Section 4.03 by the Master Servicer included in the distribution on the related Payment Date and the aggregate expected amount of optional advances pursuant to Section 4.03 by the Master Servicer outstanding as of the close of business on the related Payment Date;
(xxxiii) the related Available Subordinated Transferor Amount after giving effect to the distribution to be made on the related Payment Date;
(xxxiv) the number and principal balances of any Mortgage Loans transferred to the Transferor pursuant to Section 2.06;
(xxxv) the aggregate of all Liquidation Loss Amounts on the Mortgage Loans since the Cut-off Date and whether a Cumulative Loss Test Violation has occurred since the prior Determination Date;
(xxxvi) the Rolling Six Month Delinquency Rate, the Spread Rate, the Excess Spread Percentage, and the Rolling Three Month Excess Spread Percentage for the Payment Date; and
(xxxvii) in the Servicing Certificates for the first and second Payment Dates, the number and Cut-off Date Asset Balance of Mortgage Loans for which the Mortgage Loan File was not delivered to the Indenture Trustee within 30 days of the Closing Date. The Indenture Trustee and the Owner Trustee shall conclusively rely upon the information contained in a Servicing Certificate for purposes of making distributions pursuant to Section 8.03 of the Indenture or distributions on the Transferor Certificates, shall have no duty to inquire into this information and shall have no liability in so relying. The format and content of the Servicing Certificate may be modified by the mutual agreement of the Master Servicer, the Indenture Trustee and the Credit Enhancer. The Master Servicer shall give notice of any changes to the Rating Agencies.
