EXHIBIT 4.1
PARK PLACE SECURITIES, INC.
Depositor
COUNTRYWIDE HOME LOANS SERVICING LP
Master Servicer
FEDERAL NATIONAL MORTGAGE ASSOCIATION
Guarantor (with respect to the Group I Certificates)
and
XXXXX FARGO BANK, N.A.
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
-----------------------------------
ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2005-WCW2
TABLE OF CONTENTS
SECTION PAGE
------- ----
ARTICLE I DEFINITIONS
SECTION 1.01. Defined Terms....................................................................
SECTION 1.02. Allocation of Certain Interest Shortfalls........................................
SECTION 1.03. Rights of the Guarantor and the NIMS Insurer.....................................
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.....................................................
SECTION 2.02. Acceptance of REMIC I by the Trustee.............................................
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor;
Payment of Prepayment Charge Payment Amounts.....................................
SECTION 2.04. [Reserved].......................................................................
SECTION 2.05. Representations, Warranties and Covenants of the Master Servicer.................
SECTION 2.06. Issuance of the REMIC I Regular Interests and the Class R-I Interest.............
SECTION 2.07. Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II, REMIC III,
REMIC IV, REMIC V and REMIC VI by the Trustee....................................
SECTION 2.08. Issuance of Class R Certificates and Class R-X Certificates......................
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01. Master Servicer to Act as Master Servicer........................................
SECTION 3.02. Collection of Certain Mortgage Loan Payments.....................................
SECTION 3.03. [Reserved].......................................................................
SECTION 3.04. Collection Account, Escrow Account and Distribution Account......................
SECTION 3.05. Permitted Withdrawals From the Collection Account, Escrow Account and
Distribution Account.............................................................
SECTION 3.06. Investment of Funds in the Collection Account, the Escrow Account, the REO
Account and the Distribution Account.............................................
SECTION 3.07. Payment of Taxes, Insurance and Other Charges....................................
SECTION 3.08. Maintenance of Hazard Insurance..................................................
SECTION 3.09. Maintenance of Mortgage Blanket Insurance........................................
SECTION 3.10. Fidelity Bond; Errors and Omissions Insurance....................................
SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption Agreements........................
SECTION 3.12. Realization Upon Defaulted Mortgage Loans........................................
SECTION 3.13. Title, Management and Disposition of REO Property................................
SECTION 3.14 Agreement to Appoint a Special Servicer..........................................
SECTION 3.15. Reports of Foreclosure and Abandonment of Mortgaged Properties...................
SECTION 3.16. Optional Purchase of Defaulted Mortgage Loans....................................
SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files..................................
SECTION 3.18. Servicing Compensation...........................................................
SECTION 3.19. Statement as to Compliance.......................................................
SECTION 3.20. Independent Public Accountants' Servicing Report.................................
SECTION 3.21. Access to Certain Documentation..................................................
SECTION 3.22. [Reserved].......................................................................
SECTION 3.23. Advance Facility.................................................................
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions....................................................................
SECTION 4.02. Statements to Certificateholders.................................................
SECTION 4.03. Remittance Reports and Other Reports to the Trustee; Advances; Payments in
Respect of Prepayment Interest Shortfalls........................................
SECTION 4.04. Allocation of Realized Losses....................................................
SECTION 4.05. Compliance with Withholding Requirements.........................................
SECTION 4.06. Commission Reporting.............................................................
SECTION 4.07. [Reserved].......................................................................
SECTION 4.08. [Reserved].......................................................................
SECTION 4.09. The Guaranty.....................................................................
SECTION 4.10. Swap Account.....................................................................
SECTION 4.11. Net WAC Rate Carryover Reserve Account...........................................
SECTION 4.12. Tax Treatment of Swap Payments and Swap Termination Payments.....................
ARTICLE V THE CERTIFICATES
THE CERTIFICATES
SECTION 5.01. The Certificates.................................................................
SECTION 5.02. Registration of Transfer and Exchange of Certificates............................
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................................
SECTION 5.04. Persons Deemed Owners............................................................
SECTION 5.05. Certain Available Information....................................................
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Liability of the Depositor and the Master Servicer...............................
SECTION 6.02. Merger or Consolidation of the Depositor or the Master Servicer..................
SECTION 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others.........
SECTION 6.04. Limitation on Resignation of the Master Servicer.................................
SECTION 6.05. Rights of the Depositor in Respect of the Master Servicer........................
SECTION 6.06. Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers...........
SECTION 6.07. Successor Sub-Servicers..........................................................
SECTION 6.08. Liability of the Master Servicer.................................................
SECTION 6.09. No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the
Guarantor, the Trustee or Certificateholders.....................................
SECTION 6.10. Assumption or Termination of Sub-Servicing Agreements by Trustee.................
SECTION 6.11. Sub-Servicing Accounts...........................................................
ARTICLE VII DEFAULT
SECTION 7.01. Master Servicer Events of Default................................................
SECTION 7.02. Trustee to Act; Appointment of Successor.........................................
SECTION 7.03. Notification to Certificateholders...............................................
SECTION 7.04. Waiver of Master Servicer Events of Default......................................
ARTICLE VIII CONCERNING THE TRUSTEE
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee................................................................
SECTION 8.02. Certain Matters Affecting the Trustee............................................
SECTION 8.03. The Trustee Not Liable for Certificates or Mortgage Loans........................
SECTION 8.04. Trustee May Own Certificates.....................................................
SECTION 8.05. Trustee's Fees and Expenses......................................................
SECTION 8.06. Eligibility Requirements for Trustee.............................................
SECTION 8.07. Resignation and Removal of the Trustee...........................................
SECTION 8.08. Successor Trustee................................................................
SECTION 8.09. Merger or Consolidation of Trustee...............................................
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee....................................
SECTION 8.11. Appointment of Custodians........................................................
SECTION 8.12. Appointment of Office or Agency..................................................
SECTION 8.13. Representations and Warranties of the Trustee....................................
ARTICLE IX TERMINATION
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage Loans.................
SECTION 9.02. Additional Termination Requirements..............................................
ARTICLE X REMIC PROVISIONS
REMIC PROVISIONS
SECTION 10.01. REMIC Administration.............................................................
SECTION 10.02. Prohibited Transactions and Activities...........................................
SECTION 10.03. Master Servicer and Trustee Indemnification......................................
ARTICLE XI MISCELLANEOUS PROVISIONS
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment........................................................................
SECTION 11.02. Recordation of Agreement; Counterparts...........................................
SECTION 11.03. Limitation on Rights of Certificateholders.......................................
SECTION 11.04. Governing Law....................................................................
SECTION 11.05. Notices..........................................................................
SECTION 11.06. Severability of Provisions.......................................................
SECTION 11.07. Notice to Rating Agencies, the Guarantor and the NIMS Insurer....................
SECTION 11.08. Article and Section References...................................................
SECTION 11.09. Grant of Security Interest.......................................................
SECTION 11.10. Third Party Rights...............................................................
EXHIBITS
Exhibit A-1A Form of Class A-1A Certificate
Exhibit A-1B Form of Class A-1B Certificate
Exhibit A-1C Form of Class A-1C Certificate
Exhibit A-1D Form of Class A-1D Certificate
Exhibit A-2A Form of Class A-2A Certificate
Exhibit A-2B Form of Class A-2B Certificate
Exhibit A-2C Form of Class A-2C Certificate
Exhibit A-2D Form of Class A-2D Certificate
Exhibit A-M-1 Form of Class M-1 Certificate
Exhibit A-M-2 Form of Class M-2 Certificate
Exhibit A-M-3 Form of Class M-3 Certificate
Exhibit A-M-4 Form of Class M-4 Certificate
Exhibit A-M-5 Form of Class M-5 Certificate
Exhibit A-M-6 Form of Class M-6 Certificate
Exhibit A-M-7 Form of Class M-7 Certificate
Exhibit A-M-8 Form of Class M-8 Certificate
Exhibit A-M-9 Form of Class M-9 Certificate
Exhibit A-M-10 Form of Class M-10 Certificate
Exhibit A-M-11 Form of Class M-11 Certificate
Exhibit A-CE Form of Class CE Certificate
Exhibit A-P Form of Class P Certificate
Exhibit A-R Form of Class R Certificate
Exhibit A-R-X Form of Class R-X Certificate
Exhibit B Form of Lost Note Affidavit
Exhibit C-1 Form of Trustee's Initial Certification
Exhibit C-2 Form of Trustee's Final Certification
Exhibit C-3 Form of Trustee's Receipt of Mortgage Note
Exhibit D Form of Mortgage Loan Purchase Agreement
Exhibit E Request for Release
Exhibit F-1 Form of Transferor Representation Letter and Form
of Transferee Representation Letter in Connection
with Transfer of Class CE and Class P Certificates
Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2 Form of Transfer Affidavit and Agreement and Form of
Transferor Affidavit in Connection with Transfer of
Residual Certificates
Exhibit G Form of Certification with respect to ERISA and the Code
Exhibit H Form of Interest Rate Swap Agreement
Exhibit I Form of Swap Administration Agreement
Exhibit J-1 Form of Certification to Be Provided by the Depositor
with Form 10-K
Exhibit J-2 Form of Certification to Be Provided to Depositor by the
Trustee
Exhibit J-3 Form of Certification to Be Provided to Depositor by the
Master Servicer
Exhibit K Annual Statement of Compliance pursuant to Section 3.19
Schedule 1 Mortgage Loan Schedule
Schedule 2 Prepayment Charge Schedule
This Pooling and Servicing Agreement, is dated and effective as of
June 1, 2005, among PARK PLACE SECURITIES, INC., as Depositor, COUNTRYWIDE HOME
LOANS SERVICING LP, as Master Servicer, FEDERAL NATIONAL MORTGAGE ASSOCIATION,
as Guarantor of the Group I Certificates and XXXXX FARGO BANK, N.A., as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates (collectively,
the "Certificates"), to be issued hereunder in multiple classes, which in the
aggregate shall evidence the entire beneficial ownership interest in each REMIC
(as defined herein) created hereunder. The Trust Fund shall consist of a
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement.
REMIC I
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain
other related assets (other than any Master Servicer Prepayment Charge
Payment Amounts, the Net WAC Rate Carryover Reserve Account, the Swap
Account and the Interest Rate Swap Agreement) subject to this Agreement as
a REMIC for federal income tax purposes, and such segregated pool of assets
shall be designated as "REMIC I." The Class R-I Interest shall be the sole
class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein). The following table irrevocably sets forth
the designation, the REMIC I Remittance Rate, the initial Uncertificated
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
Interests shall be certificated.
REMIC I INITIAL LATEST POSSIBLE
DESIGNATION REMITTANCE RATE UNCERTIFICATED BALANCE MATURITY DATE(1)
----------------------- ----------------------------- ------------------------------- -------------------------
I Variable(2) $ 1,999.30 July 25, 2035
I-1-A Variable(2) $ 8,323,249.74 July 25, 2035
I-1-B Variable(2) $ 8,323,249.74 July 25, 2035
I-2-A Variable(2) $ 10,731,508.99 July 25, 2035
I-2-B Variable(2) $ 10,731,508.99 July 25, 2035
I-3-A Variable(2) $ 13,135,962.61 July 25, 2035
I-3-B Variable(2) $ 13,135,962.61 July 25, 2035
I-4-A Variable(2) $ 15,518,357.03 July 25, 2035
I-4-B Variable(2) $ 15,518,357.03 July 25, 2035
I-5-A Variable(2) $ 17,859,776.49 July 25, 2035
I-5-B Variable(2) $ 17,859,776.49 July 25, 2035
I-6-A Variable(2) $ 20,140,822.84 July 25, 2035
I-6-B Variable(2) $ 20,140,822.84 July 25, 2035
I-7-A Variable(2) $ 22,341,755.11 July 25, 2035
I-7-B Variable(2) $ 22,341,755.11 July 25, 2035
I-8-A Variable(2) $ 24,432,395.18 July 25, 2035
I-8-B Variable(2) $ 24,432,395.18 July 25, 2035
I-9-A Variable(2) $ 26,384,983.36 July 25, 2035
I-9-B Variable(2) $ 26,384,983.36 July 25, 2035
I-10-A Variable(2) $ 27,686,366.94 July 25, 2035
I-10-B Variable(2) $ 27,686,366.94 July 25, 2035
I-11-A Variable(2) $ 28,806,103.84 July 25, 2035
I-11-B Variable(2) $ 28,806,103.84 July 25, 2035
I-12-A Variable(2) $ 27,626,229.86 July 25, 2035
I-12-B Variable(2) $ 27,626,229.86 July 25, 2035
I-13-A Variable(2) $ 26,495,190.33 July 25, 2035
I-13-B Variable(2) $ 26,495,190.33 July 25, 2035
I-14-A Variable(2) $ 25,410,948.95 July 25, 2035
I-14-B Variable(2) $ 25,410,948.95 July 25, 2035
I-15-A Variable(2) $ 24,371,552.80 July 25, 2035
I-15-B Variable(2) $ 24,371,552.80 July 25, 2035
I-16-A Variable(2) $ 23,375,131.38 July 25, 2035
I-16-B Variable(2) $ 23,375,131.38 July 25, 2035
I-17-A Variable(2) $ 22,419,896.59 July 25, 2035
I-17-B Variable(2) $ 22,419,896.59 July 25, 2035
I-18-A Variable(2) $ 21,504,127.82 July 25, 2035
I-18-B Variable(2) $ 21,504,127.82 July 25, 2035
I-19-A Variable(2) $ 20,626,184.98 July 25, 2035
I-19-B Variable(2) $ 20,626,184.98 July 25, 2035
I-20-A Variable(2) $ 19,784,487.91 July 25, 2035
I-20-B Variable(2) $ 19,784,487.91 July 25, 2035
I-21-A Variable(2) $ 19,031,421.01 July 25, 2035
I-21-B Variable(2) $ 19,031,421.01 July 25, 2035
I-22-A Variable(2) $ 19,127,249.37 July 25, 2035
I-22-B Variable(2) $ 19,127,249.37 July 25, 2035
I-23-A Variable(2) $ 51,837,177.04 July 25, 2035
I-23-B Variable(2) $ 51,837,177.04 July 25, 2035
I-24-A Variable(2) $ 44,546,108.38 July 25, 2035
I-24-B Variable(2) $ 44,546,108.38 July 25, 2035
I-25-A Variable(2) $ 38,331,893.70 July 25, 2035
I-25-B Variable(2) $ 38,331,893.70 July 25, 2035
I-26-A Variable(2) $ 32,609,277.40 July 25, 2035
I-26-B Variable(2) $ 32,609,277.40 July 25, 2035
I-27-A Variable(2) $ 11,431,347.60 July 25, 2035
I-27-B Variable(2) $ 11,431,347.60 July 25, 2035
I-28-A Variable(2) $ 10,921,627.72 July 25, 2035
I-28-B Variable(2) $ 10,921,627.72 July 25, 2035
I-29-A Variable(2) $ 10,435,341.11 July 25, 2035
I-29-B Variable(2) $ 10,435,341.11 July 25, 2035
I-30-A Variable(2) $ 9,970,916.99 July 25, 2035
I-30-B Variable(2) $ 9,970,916.99 July 25, 2035
I-31-A Variable(2) $ 9,528,292.61 July 25, 2035
I-31-B Variable(2) $ 9,528,292.61 July 25, 2035
I-32-A Variable(2) $ 9,105,951.51 July 25, 2035
I-32-B Variable(2) $ 9,105,951.51 July 25, 2035
I-33-A Variable(2) $ 8,702,941.13 July 25, 2035
I-33-B Variable(2) $ 8,702,941.13 July 25, 2035
I-34-A Variable(2) $ 8,318,358.52 July 25, 2035
I-34-B Variable(2) $ 8,318,358.52 July 25, 2035
I-35-A Variable(2) $ 7,951,207.09 July 25, 2035
I-35-B Variable(2) $ 7,951,207.09 July 25, 2035
I-36-A Variable(2) $ 7,594,372.92 July 25, 2035
I-36-B Variable(2) $ 7,594,372.92 July 25, 2035
I-37-A Variable(2) $ 7,260,693.83 July 25, 2035
I-37-B Variable(2) $ 7,260,693.83 July 25, 2035
I-38-A Variable(2) $ 6,942,183.89 July 25, 2035
I-38-B Variable(2) $ 6,942,183.89 July 25, 2035
I-39-A Variable(2) $ 6,638,136.85 July 25, 2035
I-39-B Variable(2) $ 6,638,136.85 July 25, 2035
I-40-A Variable(2) $ 6,347,879.27 July 25, 2035
I-40-B Variable(2) $ 6,347,879.27 July 25, 2035
I-41-A Variable(2) $ 6,070,768.60 July 25, 2035
I-41-B Variable(2) $ 6,070,768.60 July 25, 2035
I-42-A Variable(2) $ 5,806,061.12 July 25, 2035
I-42-B Variable(2) $ 5,806,061.12 July 25, 2035
I-43-A Variable(2) $ 5,553,453.37 July 25, 2035
I-43-B Variable(2) $ 5,553,453.37 July 25, 2035
I-44-A Variable(2) $ 5,312,245.67 July 25, 2035
I-44-B Variable(2) $ 5,312,245.67 July 25, 2035
I-45-A Variable(2) $ 5,081,907.86 July 25, 2035
I-45-B Variable(2) $ 5,081,907.86 July 25, 2035
I-46-A Variable(2) $ 4,861,935.08 July 25, 2035
I-46-B Variable(2) $ 4,861,935.08 July 25, 2035
I-47-A Variable(2) $ 4,651,851.53 July 25, 2035
I-47-B Variable(2) $ 4,651,851.53 July 25, 2035
I-48-A Variable(2) $ 4,451,195.42 July 25, 2035
I-48-B Variable(2) $ 4,451,195.42 July 25, 2035
I-49-A Variable(2) $ 4,259,534.01 July 25, 2035
I-49-B Variable(2) $ 4,259,534.01 July 25, 2035
I-50-A Variable(2) $ 4,076,453.32 July 25, 2035
I-50-B Variable(2) $ 4,076,453.32 July 25, 2035
I-51-A Variable(2) $ 3,901,554.31 July 25, 2035
I-51-B Variable(2) $ 3,901,554.31 July 25, 2035
I-52-A Variable(2) $ 91,555,586.06 July 25, 2035
I-52-B Variable(2) $ 91,555,586.06 July 25, 2035
II Variable(2) $ 668.83 July 25, 2035
II-1-A Variable(2) $ 2,784,414.01 July 25, 2035
II-1-B Variable(2) $ 2,784,414.01 July 25, 2035
II-2-A Variable(2) $ 3,590,059.76 July 25, 2035
II-2-B Variable(2) $ 3,590,059.76 July 25, 2035
II-3-A Variable(2) $ 4,394,432.39 July 25, 2035
II-3-B Variable(2) $ 4,394,432.39 July 25, 2035
II-4-A Variable(2) $ 5,191,425.47 July 25, 2035
II-4-B Variable(2) $ 5,191,425.47 July 25, 2035
II-5-A Variable(2) $ 5,974,711.01 July 25, 2035
II-5-B Variable(2) $ 5,974,711.01 July 25, 2035
II-6-A Variable(2) $ 6,737,799.66 July 25, 2035
II-6-B Variable(2) $ 6,737,799.66 July 25, 2035
II-7-A Variable(2) $ 7,474,087.39 July 25, 2035
II-7-B Variable(2) $ 7,474,087.39 July 25, 2035
II-8-A Variable(2) $ 8,173,478.57 July 25, 2035
II-8-B Variable(2) $ 8,173,478.57 July 25, 2035
II-9-A Variable(2) $ 8,826,686.64 July 25, 2035
II-9-B Variable(2) $ 8,826,686.64 July 25, 2035
II-10-A Variable(2) $ 9,262,044.31 July 25, 2035
II-10-B Variable(2) $ 9,262,044.31 July 25, 2035
II-11-A Variable(2) $ 9,636,634.91 July 25, 2035
II-11-B Variable(2) $ 9,636,634.91 July 25, 2035
II-12-A Variable(2) $ 9,241,926.39 July 25, 2035
II-12-B Variable(2) $ 9,241,926.39 July 25, 2035
II-13-A Variable(2) $ 8,863,554.67 July 25, 2035
II-13-B Variable(2) $ 8,863,554.67 July 25, 2035
II-14-A Variable(2) $ 8,500,838.55 July 25, 2035
II-14-B Variable(2) $ 8,500,838.55 July 25, 2035
II-15-A Variable(2) $ 8,153,124.70 July 25, 2035
II-15-B Variable(2) $ 8,153,124.70 July 25, 2035
II-16-A Variable(2) $ 7,819,787.37 July 25, 2035
II-16-B Variable(2) $ 7,819,787.37 July 25, 2035
II-17-A Variable(2) $ 7,500,228.41 July 25, 2035
II-17-B Variable(2) $ 7,500,228.41 July 25, 2035
II-18-A Variable(2) $ 7,193,872.18 July 25, 2035
II-18-B Variable(2) $ 7,193,872.18 July 25, 2035
II-19-A Variable(2) $ 6,900,170.02 July 25, 2035
II-19-B Variable(2) $ 6,900,170.02 July 25, 2035
II-20-A Variable(2) $ 6,618,593.34 July 25, 2035
II-20-B Variable(2) $ 6,618,593.34 July 25, 2035
II-21-A Variable(2) $ 6,366,666.49 July 25, 2035
II-21-B Variable(2) $ 6,366,666.49 July 25, 2035
II-22-A Variable(2) $ 6,398,724.38 July 25, 2035
II-22-B Variable(2) $ 6,398,724.38 July 25, 2035
II-23-A Variable(2) $ 17,341,322.96 July 25, 2035
II-23-B Variable(2) $ 17,341,322.96 July 25, 2035
II-24-A Variable(2) $ 14,902,209.12 July 25, 2035
II-24-B Variable(2) $ 14,902,209.12 July 25, 2035
II-25-A Variable(2) $ 12,823,340.05 July 25, 2035
II-25-B Variable(2) $ 12,823,340.05 July 25, 2035
II-26-A Variable(2) $ 10,908,927.60 July 25, 2035
II-26-B Variable(2) $ 10,908,927.60 July 25, 2035
II-27-A Variable(2) $ 3,824,179.90 July 25, 2035
II-27-B Variable(2) $ 3,824,179.90 July 25, 2035
II-28-A Variable(2) $ 3,653,661.03 July 25, 2035
II-28-B Variable(2) $ 3,653,661.03 July 25, 2035
II-29-A Variable(2) $ 3,490,981.39 July 25, 2035
II-29-B Variable(2) $ 3,490,981.39 July 25, 2035
II-30-A Variable(2) $ 3,335,615.51 July 25, 2035
II-30-B Variable(2) $ 3,335,615.51 July 25, 2035
II-31-A Variable(2) $ 3,187,542.39 July 25, 2035
II-31-B Variable(2) $ 3,187,542.39 July 25, 2035
II-32-A Variable(2) $ 3,046,254.74 July 25, 2035
II-32-B Variable(2) $ 3,046,254.74 July 25, 2035
II-33-A Variable(2) $ 2,911,433.87 July 25, 2035
II-33-B Variable(2) $ 2,911,433.87 July 25, 2035
II-34-A Variable(2) $ 2,782,777.73 July 25, 2035
II-34-B Variable(2) $ 2,782,777.73 July 25, 2035
II-35-A Variable(2) $ 2,659,952.91 July 25, 2035
II-35-B Variable(2) $ 2,659,952.91 July 25, 2035
II-36-A Variable(2) $ 2,540,579.58 July 25, 2035
II-36-B Variable(2) $ 2,540,579.58 July 25, 2035
II-37-A Variable(2) $ 2,428,952.42 July 25, 2035
II-37-B Variable(2) $ 2,428,952.42 July 25, 2035
II-38-A Variable(2) $ 2,322,399.86 July 25, 2035
II-38-B Variable(2) $ 2,322,399.86 July 25, 2035
II-39-A Variable(2) $ 2,220,685.65 July 25, 2035
II-39-B Variable(2) $ 2,220,685.65 July 25, 2035
II-40-A Variable(2) $ 2,123,584.48 July 25, 2035
II-40-B Variable(2) $ 2,123,584.48 July 25, 2035
II-41-A Variable(2) $ 2,030,881.40 July 25, 2035
II-41-B Variable(2) $ 2,030,881.40 July 25, 2035
II-42-A Variable(2) $ 1,942,327.63 July 25, 2035
II-42-B Variable(2) $ 1,942,327.63 July 25, 2035
II-43-A Variable(2) $ 1,857,821.63 July 25, 2035
II-43-B Variable(2) $ 1,857,821.63 July 25, 2035
II-44-A Variable(2) $ 1,777,129.33 July 25, 2035
II-44-B Variable(2) $ 1,777,129.33 July 25, 2035
II-45-A Variable(2) $ 1,700,073.39 July 25, 2035
II-45-B Variable(2) $ 1,700,073.39 July 25, 2035
II-46-A Variable(2) $ 1,626,484.92 July 25, 2035
II-46-B Variable(2) $ 1,626,484.92 July 25, 2035
II-47-A Variable(2) $ 1,556,204.72 July 25, 2035
II-47-B Variable(2) $ 1,556,204.72 July 25, 2035
II-48-A Variable(2) $ 1,489,078.33 July 25, 2035
II-48-B Variable(2) $ 1,489,078.33 July 25, 2035
II-49-A Variable(2) $ 1,424,960.99 July 25, 2035
II-49-B Variable(2) $ 1,424,960.99 July 25, 2035
II-50-A Variable(2) $ 1,363,714.18 July 25, 2035
II-50-B Variable(2) $ 1,363,714.18 July 25, 2035
II-51-A Variable(2) $ 1,305,204.44 July 25, 2035
II-51-B Variable(2) $ 1,305,204.44 July 25, 2035
II-52-A Variable(2) $ 30,628,500.19 July 25, 2035
II-52-B Variable(2) $ 30,628,500.19 July 25, 2035
------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC I
Regular Interest.
(2) Calculated in accordance with the definition of "REMIC I Remittance
Rate" herein.
REMIC II
As provided herein, the Trustee shall elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC II." The Class R-II Interest shall evidence the sole class
of "residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the REMIC II Remittance Rate, the initial Uncertificated Balance
and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" for each of the REMIC II Regular Interests
(as defined herein). None of the REMIC II Regular Interests shall be
certificated.
REMIC II INITIAL LATEST POSSIBLE
DESIGNATION REMITTANCE RATE UNCERTIFICATED BALANCE MATURITY DATE(1)
----------------------- ----------------------------- ------------------------------- -------------------------
II-LTAA Variable(2) $ 1,176,001,258.38 July 25, 2035
II-LTA1A Variable(2) $ 3,177,850.00 July 25, 2035
II-LTA1B Variable(2) $ 1,389,335.00 July 25, 2035
II-LTA1C Variable(2) $ 1,680,995.00 July 25, 2035
II-LTA1D Variable(2) $ 927,360.00 July 25, 2035
II-LTA2A Variable(2) $ 1,057,560.00 July 25, 2035
II-LTA2B Variable(2) $ 415,670.00 July 25, 2035
II-LTA2C Variable(2) $ 582,275.00 July 25, 2035
II-LTA2D Variable(2) $ 344,960.00 July 25, 2035
II-LTM1 Variable(2) $ 390,000.00 July 25, 2035
II-LTM2 Variable(2) $ 372,000.00 July 25, 2035
II-LTM3 Variable(2) $ 228,000.00 July 25, 2035
II-LTM4 Variable(2) $ 210,000.00 July 25, 2035
II-LTM5 Variable(2) $ 192,000.00 July 25, 2035
II-LTM6 Variable(2) $ 174,000.00 July 25, 2035
II-LTM7 Variable(2) $ 156,000.00 July 25, 2035
II-LTM8 Variable(2) $ 144,000.00 July 25, 2035
II-LTM9 Variable(2) $ 120,000.00 July 25, 2035
II-LTM10 Variable(2) $ 132,000.00 July 25, 2035
II-LTM11 Variable(2) $ 150,000.00 July 25, 2035
II-LTZZ Variable(2) $ 12,156,020.68 July 25, 2035
II-LTP Variable(2) $ 100.00 July 25, 2035
II-1SUB Variable(2) $ 36,327.38 July 25, 2035
II-1GRP Variable(2) $ 179,838.19 July 25, 2035
II-2SUB Variable(2) $ 12,152.78 July 25, 2035
II-2GRP Variable(2) $ 60,162.08 July 25, 2035
II-XX Variable(2) $ 1,199,712,803.64 July 25, 2035
II-IO Variable(2) $ N/A(3 July 25, 2035
------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC I
Regular Interest.
(2) Calculated in accordance with the definition of "REMIC II Remittance
Rate" herein.
(3) REMIC II Regular Interest II-IO will not have an Uncertificated
Balance, but will accrue interest on its Uncertificated Notional
Amount.
REMIC III
As provided herein, the Trustee shall elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC III." The Class R-III Interest shall evidence the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates.
Each Certificate, other than the Class P Certificate, the Class CE
Certificate and the Class R Certificates, represents ownership of a Regular
Interest in REMIC III and also represents (i) the right to receive payments with
respect to the Net WAC Rate Carryover Amount (as defined herein) and (ii) the
obligation to pay Class IO Distribution Amounts (as defined herein). The
entitlement to principal of the Regular Interest which corresponds to each
Certificate shall be equal in amount and timing to the entitlement to principal
of such Certificate.
INITIAL AGGREGATE LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE CERTIFICATE PRINCIPAL BALANCE MATURITY DATE(1)
-------------------------- ------------------- --------------------------------- ------------------------------
Class A-1A Variable(2) $ 635,570,000.00 July 25, 2035
Class A-1B Variable(2) $ 277,867,000.00 July 25, 2035
Class A-1C Variable(2) $ 336,199,000.00 July 25, 2035
Class A-1D Variable(2) $ 185,472,000.00 July 25, 2035
Class A-2A Variable(2) $ 211,512,000.00 July 25, 2035
Class A-2B Variable(2) $ 83,134,000.00 July 25, 2035
Class A-2C Variable(2) $ 116,455,000.00 July 25, 2035
Class A-2D Variable(2) $ 68,992,000.00 July 25, 2035
Class M-1 Variable(2) $ 78,000,000.00 July 25, 2035
Class M-2 Variable(2) $ 74,400,000.00 July 25, 2035
Class M-3 Variable(2) $ 45,600,000.00 July 25, 2035
Class M-4 Variable(2) $ 42,000,000.00 July 25, 2035
Class M-5 Variable(2) $ 38,400,000.00 July 25, 2035
Class M-6 Variable(2) $ 34,800,000.00 July 25, 2035
Class M-7 Variable(2) $ 31,200,000.00 July 25, 2035
Class M-8 Variable(2) $ 28,800,000.00 July 25, 2035
Class M-9 Variable(2) $ 24,000,000.00 July 25, 2035
Class M-10 Variable(2) $ 26,400,000.00 July 25, 2035
Class M-11 Variable(2) $ 30,000,000.00 July 25, 2035
Class CE Interest Variable(2)(3) $ 31,201,568.13 July 25, 2035
Class P Interest N/A(4) $ 100.00 July 25, 2035
Class SWAP-IO Interest N/A(5) July 25, 2035
----------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each Class of
Certificates.
(2) Calculated in accordance with the definition of "Pass-Through Rate"
herein.
(3) The Class CE Interest shall accrue interest at its variable
Pass-Through Rate on the Notional Amount of the Class CE Interest
outstanding from time to time which shall equal the Uncertificated
Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest II-LTP). The Class CE Interest shall not accrue interest on
its Uncertificated Balance.
(4) The Class P Interest shall not accrue interest.
(5) The Class SWAP-IO Interests will not have a Pass-Through Rate or a
Certificate Principal Balance, but will be entitled to 100% of amounts
distributed on REMIC II Regular Interest II-IO.
REMIC IV
As provided herein, the Trustee shall elect to treat the segregated
pool of assets consisting of the Class CE Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets shall be designated as "REMIC
IV." The Class R-IV Interest shall evidence the sole class of "residual
interests" in REMIC IV for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the indicated Class of Certificates.
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE BALANCE MATURITY DATE(1)
-------------------------------- ------------------------ --------------------------- --------------------------
Class CE Certificates Variable(2) $ 31,201,568.13 July 25, 2035
-----------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class CE
Certificates.
(2) The Class CE Certificates shall receive 100% of amounts received in
respect of the Class CE Interest.
REMIC V
As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class P Interest as a REMIC for
federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC V." The Class R-V Interest represents the sole class of
"residual interests" in REMIC V for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for the indicated Class of Certificates.
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE BALANCE MATURITY DATE(1)
-------------------------------- ------------------------ --------------------------- --------------------------
Class P Certificates Variable(2) $ 100.00 July 25, 2035
------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for the Class P
Certificates.
(2) The Class P Certificates shall receive 100% of amounts received in
respect of the Class P Interest.
REMIC VI
As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class SWAP-IO Interest as a REMIC
for federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC VI." The Class R-VI Interest represents the sole class of
"residual interests" in REMIC VI for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for the indicated REMIC VI Regular Interest, which will be
uncertificated.
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE BALANCE MATURITY DATE(1)
-------------------------- ------------------------ ---------------------------- ----------------------------
SWAP-IO Variable(2) N/A July 25, 2035
------------------
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for REMIC VI Regular
Interest SWAP-IO.
(2) REMIC VI Regular Interest SWAP-IO shall receive 100% of amounts
received in respect of the Class SWAP-IO Interest.
As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $1,798,381,913.40 and the Group
II Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$601,620,754.73.
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer, the Guarantor and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including, without limitation, in the
Preliminary Statement hereto, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Unless otherwise specified, all calculations described herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months and all
calculations on each Regular Interest shall be made on the basis of a 360-day
year and the actual number of days in the month.
"Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual Certificates)
and each Distribution Date, interest accrued during the related Interest Accrual
Period at the Pass-Through Rate for such Certificate for such Distribution Date
on the Certificate Principal Balance, in the case of the Adjustable-Rate
Certificates and the Fixed-Rate Certificates, or on the Notional Amount, in the
case of the Class CE Certificates, of such Certificate immediately prior to such
Distribution Date. The Class P Certificates are not entitled to distributions in
respect of interest and, accordingly, shall not accrue interest. All
distributions of interest on the Adjustable-Rate Certificates shall be
calculated on the basis of a 360-day year and the actual number of days in the
applicable Interest Accrual Period. All distributions of interest on the
Fixed-Rate Certificates and the Class CE Certificates shall be based on a
360-day year consisting of twelve 30-day months. Accrued Certificate Interest
with respect to each Distribution Date, as to any Class A Certificate or
Mezzanine Certificate, shall be reduced by an amount equal to the portion
allocable to such Certificate pursuant to Section 1.02 hereof of the sum of (a)
the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date
to the extent not covered by payments pursuant to Section 4.03(e) or allocated
to the Class CE Certificates pursuant to Section 1.02 and (b) the aggregate
amount of any Relief Act Interest Shortfall, if any, for such Distribution Date
not allocated to the Class CE Certificates pursuant to Section 1.02. Accrued
Certificate Interest with respect to each Distribution Date and any Class CE
Certificate shall be reduced by (a) Prepayment Interest Shortfalls, if any,
allocated to such Class of Certificates pursuant to Section 1.02 hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class of Certificates
pursuant to Section 1.02 hereof and (c) an amount equal to the portion of
Realized Losses, if any, allocable to interest on the Class CE Certificate
pursuant to Section 4.04 hereof.
"Adjustable-Rate Certificates": The Class A Certificates and the
Mezzanine Certificates.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans identified
on the Mortgage Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
"Adjustment Date": With respect to each Adjustable-Rate Mortgage Loan,
the first day of the month in which the Mortgage Rate of such Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.
"Advance": As to any Mortgage Loan or REO Property, any advance made
by the Master Servicer or a successor Master Servicer in respect of any
Distribution Date representing the aggregate of all payments of principal and
interest, net of the Servicing Fee, that were due during the related Due Period
on the Mortgage Loans and that were delinquent on the related Determination
Date, plus certain amounts representing assumed payments not covered by any
current net income on the Mortgaged Properties acquired by foreclosure or deed
in lieu of foreclosure as determined pursuant to Section 4.03.
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control," when used with respect to any
specified Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any Distribution
Date and any Class of Mezzanine Certificates, the sum of (i) the Realized Losses
allocated to such Class of Certificates on such Distribution Date and (ii) the
amount of any Allocated Realized Loss Amount for such Class of Certificates
remaining undistributed from the previous Distribution Date, reduced by the
amount of the increase in the Certificate Principal Balance of such Class of
Certificates due to the receipt of Subsequent Recoveries as provided in Section
4.01.
"Applicable Regulations": As to any Mortgage Loan, all federal, state
and local laws, statutes, rules and regulations applicable thereto.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if applicable,
the mortgage recordation information which has not been returned by the
applicable recorder's office and/or the assignee's name), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage.
"Available Funds": With respect to any Distribution Date, an amount
equal to (1) the sum of (a) the aggregate of the amounts on deposit in the
Collection Account and Distribution Account as of the close of business on the
related Determination Date, including any Subsequent Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property withdrawn from
any REO Account and deposited in the Distribution Account for such Distribution
Date pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in
the Distribution Account by the Master Servicer in respect of Prepayment
Interest Shortfalls for such Distribution Date pursuant to Section 4.03(e), (d)
the aggregate of any Advances made by the Master Servicer for such Distribution
Date pursuant to Section 4.03 and (e) the aggregate of any Advances made by the
successor Master Servicer or the Trustee for such Distribution Date pursuant to
Section 7.02(b), reduced (to not less than zero) by (2) the sum of (x) the
portion of the amount described in clause (1)(a) above that represents (i)
Monthly Payments on the Mortgage Loans received from a Mortgagor on or prior to
the Determination Date but due during any Due Period subsequent to the related
Due Period, (ii) Principal Prepayments on the Mortgage Loans received after the
related Prepayment Period (together with any interest payments received with
such Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the end of the prior
calendar month), (iii) Liquidation Proceeds, Insurance Proceeds and Subsequent
Recoveries received in respect of the Mortgage Loans after the related
Prepayment Period, (iv) the Trustee Fee payable from the Distribution Account
pursuant to Section 8.05, (v) amounts reimbursable or payable to the Depositor,
the Master Servicer, the Trustee, the Seller or any Sub-Servicer pursuant to
Section 3.05, Section 3.06 or Section 7.01 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (vi) the Custodian Fee payable from the
Distribution Account pursuant to Section 8.05, (vii) amounts deposited in the
Collection Account or the Distribution Account in error and (viii) the amount of
any Prepayment Charges collected by the Master Servicer and the amount of any
Master Servicer Prepayment Charge Payment Amounts and (y) any Net Swap Payment
or Swap Termination Payment owed to the Swap Provider.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of the
United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a Realized Loss
resulting from a Deficient Valuation or Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee. Initially, the Book-Entry Certificates shall be
the Class A Certificates and the Mezzanine Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to Section
5.01.
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking or savings and loan institutions in the State of California, the
State of New York, or in the city in which the Corporate Trust Office of the
Trustee or the office of the Guarantor is located, are authorized or obligated
by law or executive order to be closed.
"Certificate": Any one of the Depositor's Asset-Backed Pass-Through
Certificates, Series 2005-WCW2, Class A-1A, Class A-1B, Class A-1C, Class A-1D,
Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10,
Class M-11, Class CE, Class P, Class R and Class R-X, issued under this
Agreement.
"Certificate Factor": With respect to any Class of Regular
Certificates as of any Distribution Date, a fraction, expressed as a decimal
carried to six places, the numerator of which is the Certificate Principal
Balance (or the Notional Amount, in the case of the Class CE Certificates) of
such Class of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses in reduction of
the Certificate Principal Balance (or the Notional Amount, in the case of the
Class CE Certificates) of such Class of Certificates to be made on such
Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
CE Certificates) of such Class of Certificates as of the Closing Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or the Seller or any Affiliate thereof shall be deemed not
to be outstanding and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee, the Guarantor and the NIMS
Insurer may conclusively rely upon a certificate of the Depositor or the Seller
in determining whether a Certificate is held by an Affiliate thereof. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee, the Guarantor and the NIMS Insurer
shall be required to recognize as a "Holder" or "Certificateholder" only the
Person in whose name a Certificate is registered in the Certificate Register.
"Certificate Margin": With respect to each Adjustable-Rate Certificate
and, for purposes of the Marker Rate, the specified REMIC II Regular Interest,
as follows:
Certificate Margin
REMIC II Regular -------------------------------
Class Interest (1) (%) (2) (%)
--------- -------------------- ----------- ------------
A-1A II-LTA1A 0.040 0.080
X-0X XX-XXX0X 0.000 0.000
X-0X XX-XXX0X 0.140 0.280
A-1D II-LTA1D 0.230 0.460
A-2A II-LTA2A 0.090 0.180
X-0X XX-XXX0X 0.000 0.000
X-0X XX-XXX0X 0.260 0.520
A-2D II-LTA2D 0.370 0.740
M-1 II-LTM1 0.500 0.750
M-2 II-LTM2 0.530 0.795
M-3 II-LTM3 0.550 0.825
M-4 II-LTM4 0.650 0.975
M-5 II-LTM5 0.680 1.020
M-6 II-LTM6 0.750 1.125
M-7 II-LTM7 1.300 1.950
M-8 II-LTM8 1.550 2.325
M-9 II-LTM9 2.000 3.000
M-10 II-LTM10 2.500 3.750
M-11 II-LTM11 2.500 3.750
------------------
(1) For the Interest Accrual Period for each Distribution Date on or prior
to the Optional Termination Date.
(2) For the Interest Accrual Period for each Distribution Date after the
Optional Termination Date.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.
"Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus, with
respect to each Mezzanine Certificate, any increase in the Certificate Principal
Balance of such Certificate pursuant to Section 4.01 due to the receipt of
Subsequent Recoveries, minus all distributions allocable to principal made
thereon on such Distribution Date and, in the case of a Mezzanine Certificate,
Realized Losses allocated thereto on such immediately prior Distribution Date
(or, in the case of any date of determination up to and including the first
Distribution Date, the initial Certificate Principal Balance of such
Certificate, as stated on the face thereof). With respect to each Class CE
Certificate as of any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Uncertificated Balance of the REMIC III Regular Interests over (B) the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates then outstanding.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.
"Class": Collectively, all of the Certificates bearing the same class
designation.
"Class A Certificate": Any one of the Class A-1A, Class A-1B, Class
A-1C, Class A-1D, Class A-2A, Class A-2B, Class A-2C or Class A-2D Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Senior Group I
Principal Distribution Amount and (ii) the Senior Group II Principal
Distribution Amount.
"Class A-1A Certificate": Any one of the Class A-1A Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1A and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class A-1B Certificate": Any one of the Class A-1B Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1B and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class A-1C Certificate": Any one of the Class A-1C Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1C and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class A-1D Certificate": Any one of the Class A-1D Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1D and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class A-2A Certificate": Any one of the Class A-2A Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2A and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class A-2B Certificate": Any one of the Class A-2B Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2B and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class A-2C Certificate": Any one of the Class A-2C Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2C and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class A-2D Certificate": Any one of the Class A-2D Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2D and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class CE Certificate": Any one of the Class CE Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-CE and and evidencing (i)
a Regular Interest in REMIC IV, (ii) the obligation to pay Net WAC Rate
Carryover Amounts and Swap Termination Payments and (iii) the right to receive
the Class IO Distribution Amount.
"Class CE Interest": An uncertificated interest in the Trust Fund held
by the Trustee on behalf of the Holders of the Class CE Certificates, evidencing
a Regular Interest in REMIC III for purposes of the REMIC Provisions.
"Class IO Distribution Amount": As defined in Section 3.20 hereof. For
purposes of clarity, the Class IO Distribution Amount for any Distribution Date
shall equal the amount payable to the Swap Administrator on such Distribution
Date in excess of the amount payable on the Class SWAP-IO Interest on such
Distribution Date, all as further provided in Section 3.20 hereof.
"Class SWAP-IO Interest": An uncertificated interest in the Trust Fund
evidencing a Regular Interest in REMIC III.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-1 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 66.10% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$12,000,013.34.
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-2 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 72.30% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $12,000,013.34.
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-3 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
76.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $12,000,013.34.
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-4 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-4 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 79.60% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$12,000,013.34.
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-5 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-5 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 82.80% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $12,000,013.34.
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-6 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii)
the Certificate Principal Balance of the Class M-6 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
85.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $12,000,013.34.
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-7 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 88.30% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$12,000,013.34.
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-8 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 90.70% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $12,000,013.34.
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-9 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-9 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) and the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
payment of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 92.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $12,000,013.34.
"Class M-10 Certificate": Any one of the Class M-10 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-10 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-10 Certificates immediately prior
to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) and the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
payment of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date (after taking into account the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 94.90% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $12,000,013.34.
"Class M-11 Certificate": Any one of the Class M-11 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-11 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.
"Class M-11 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-11 Certificates immediately prior
to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) and the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
payment of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date (after taking into account the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date (after taking into account the
payment of the Class M-10 Principal Distribution Amount on such Distribution
Date) and (xii) the Certificate Principal Balance of the Class M-11 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 97.40% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $12,000,013.34.
"Class P Certificate": Any one of the Class P Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-P, representing the right
to distributions as set forth herein and therein and evidencing a Regular
Interest in REMIC III for purposes of the REMIC Provisions.
"Class P Interest": An uncertificated interest in the Trust Fund held
by the Trustee on behalf of the Holders of the Class P Certificates, evidencing
a Regular Interest in REMIC III for purposes of the REMIC Provisions.
"Class R Certificate": Any one of the Class R Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-R and evidencing the ownership of the Class R-I Interest,
the Class R-II Interest and the Class R-III Interest.
"Class R-I Interest": The uncertificated Residual Interest in REMIC I.
"Class R-II Interest": The uncertificated Residual Interest in REMIC
II.
"Class R-III Interest": The uncertificated Residual Interest in REMIC
III.
"Class R-IV Interest": The uncertificated Residual Interest in REMIC
IV.
"Class R-V Interest": The uncertificated Residual Interest in REMIC V.
"Class R-VI Interest": The uncertificated Residual Interest in REMIC
VI.
"Class R-X Certificate": Any one of the Class R-X Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-R-X and
evidencing the ownership of the Class R-IV Interest, the Class R-V Interest and
the Class R-VI Interest.
"Closing Date": June 28, 2005.
"Combined Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is (i) the sum of
(a) the outstanding principal balance of the related first-lien mortgage loan
plus (b) the Stated Principal Balance of the related second-lien mortgage loan
and the denominator of which is (ii) the Value of the related Mortgaged
Property.
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and maintained
by the Master Servicer pursuant to Section 3.04(a), which shall be entitled
"Countrywide Home Loans Servicing LP, as Master Servicer for Xxxxx Fargo Bank,
N.A., as Trustee, in trust for the registered holders of Park Place Securities,
Inc., Asset-Backed Pass-Through Certificates, Series 2005-WCW2." The Collection
Account must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Compensating Interest": As defined in Section 4.03(e) hereof.
"Corporate Trust Office": The corporate trust 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 Agreement is located at (i) for purposes of the transfer and exchange of
the Certificates, Sixth and Marquette, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000,
Attention: Corporate Trust Services--Park Place Securities, Inc. Series
2005-WCW2, and (ii) for all other purposes, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000, Attention: Client Manager - Park Place Securities, Inc. Series
2005-WCW2.
"Corresponding Certificate": With respect to each REMIC II Regular
Interest, as follows:
REMIC II Regular Interest Class
--------------------------------------------- ---------
REMIC II Regular Interest II-LTA1A A-1A
REMIC II Regular Interest II-LTA1B A-1B
REMIC II Regular Interest II-LTA1C A-1C
REMIC II Regular Interest II-LTA1D A-1D
REMIC II Regular Interest II-LTA2A A-2A
REMIC II Regular Interest II-LTA2B A-2B
REMIC II Regular Interest II-LTA2C A-2C
REMIC II Regular Interest II-LTA2D A-2D
REMIC II Regular Interest II-LTM1 M-1
REMIC II Regular Interest II-LTM2 M-2
REMIC II Regular Interest II-LTM3 M-3
REMIC II Regular Interest II-LTM4 M-4
REMIC II Regular Interest II-LTM5 M-5
REMIC II Regular Interest II-LTM6 M-6
REMIC II Regular Interest II-LTM7 M-7
REMIC II Regular Interest II-LTM8 M-8
REMIC II Regular Interest II-LTM9 M-9
REMIC II Regular Interest II-LTM10 M-10
REMIC II Regular Interest II-LTM11 M-11
REMIC III Regular Interest III-LTP P
"Credit Enhancement Percentage": For any Distribution Date and the
Class A Certificates and any Class of Mezzanine Certificates, the percentage
equivalent of a fraction, calculated after taking into account distribution of
the Group I Principal Distribution Amount and the Group II Principal
Distribution Amount to the Certificates then entitled to distributions of
principal on such Distribution Date, the numerator of which is the sum of the
aggregate Certificate Principal Balance of the Classes of Certificates with a
lower distribution priority than such Class, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).
"Cumulative Loss Percentage": With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Realized Losses incurred from the Cut-off Date to the last day of the
preceding calendar month (reduced by the aggregate amount of Subsequent
Recoveries received from the Cut-off Date through the last day of the related
Due Period) and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
"Custodian": A Custodian, which shall initially be Deutsche Bank
National Trust Company pursuant to the Custodial Agreement.
"Custodial Agreement": The custodial agreement dated as of the Closing
Date, among the Master Servicer, the Trustee and the Custodian providing for the
safekeeping of the Mortgage Files on behalf of the Trustee in accordance with
this Agreement.
"Custodian Fee": The amount payable to the Custodian on each
Distribution Date by the Trustee pursuant to Section 8.05 as compensation for
all services rendered by it under the Custodial Agreement equal to $0.20 for
each Mortgage File in the Custodian's possession corresponding a Mortgage Loan.
"Custodian Fee Rate": The per annum fee paid to the Custodian on each
Distribution Date equal to the Custodian Fee expressed as a percentage of the
aggregate Stated Principal Balance of the Mortgage Loans.
"Cut-off Date": With respect to any Mortgage Loan, the close of
business on June 1, 2005. With respect to all Qualified Substitute Mortgage
Loans, their respective dates of substitution. References herein to the "Cut-off
Date," when used with respect to more than one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage Loans.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding Stated Principal Balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the Bankruptcy
Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced by
a Qualified Substitute Mortgage Loan.
"Delinquency Percentage": With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of all Mortgage Loans as of the last day of the
previous calendar month that, as of such last day of the previous calendar
month, are 60 or more days delinquent (measured under the OTS delinquency
calculation methodology and with respect to modifications, measured as set forth
below), are in foreclosure, have been converted to REO Properties or have been
discharged by reason of bankruptcy, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties as
of the last day of the previous calendar month; provided, however, that any
Mortgage Loan purchased by the Master Servicer, the Guarantor or the NIMS
Insurer pursuant to Section 3.16 shall not be included in either the numerator
or the denominator for purposes of calculating the Delinquency Percentage.
"Depositor": Park Place Securities, Inc., a Delaware corporation, or
its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.
"Depository Institution": Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "P-1" by Xxxxx'x, "F-1" by Fitch and "A-1" by S&P (or comparable
ratings if Xxxxx'x, Fitch and S&P are not the Rating Agencies).
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Determination Date": With respect to each Distribution Date, the 18th
day of the calendar month in which such Distribution Date occurs or, if such
18th day is not a Business Day, the Business Day immediately preceding such 18th
day.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by REMIC I other than through an
Independent Contractor; provided, however, that the Trustee (or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Master Servicer on behalf of
the Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property.
"Disqualified Organization": Any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for Xxxxxxx Mac, a majority of its board of directors is not
selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" and (vi) any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause any Trust REMIC or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
"Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.04(e), which shall be entitled
"Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered Holders of Park
Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series
2005-WCW2." The Distribution Account must be an Eligible Account.
"Distribution Date": The 25th day of any month, or if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in July 2005.
"Due Date": With respect to each Distribution Date, the first day of
the calendar month in which such Distribution Date occurs, which is the day of
the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of
any days of grace.
"Due Period": With respect to any Distribution Date, the period
commencing on the second day of the month immediately preceding the month in
which such Distribution Date occurs and ending on the related Due Date.
"Eligible Account": Any of (i) an account or accounts maintained with
a Depository Institution or trust company the short-term unsecured debt
obligations of which are rated "F-1" by Fitch, "P-1" by Xxxxx'x and "A-1+" by
S&P (or comparable ratings if Fitch, Xxxxx'x and S&P are not the Rating
Agencies) at the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC or (iii) a trust
account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company acting in its
fiduciary capacity. Eligible Accounts may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"Escrow Account": The account or accounts created and maintained
pursuant to Section 3.04(c).
"Escrow Payments": The amounts constituting taxes, and/or fire and
hazard insurance premiums escrowed by the Mortgagor with the mortgagee pursuant
to a voluntary escrow agreement related to any Mortgage Loan.
"Estate in Real Property": A fee simple estate or leasehold estate in
a parcel of land.
"Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.
"Expense Adjusted Net Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property), as of any date of determination, a per annum
rate of interest equal to the applicable Mortgage Rate thereon as of the first
day of the month preceding the month in which the Distribution Date occurs minus
the Servicing Fee Rate and the Custodian Fee Rate.
"Expense Adjusted Net Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of determination, a
per annum rate of interest equal to the applicable Maximum Mortgage Rate (or the
Mortgage Rate for such Mortgage Loan in the case of any Fixed-Rate Mortgage
Loan) as of the first day of the month preceding the month in which the
Distribution Date occurs minus the sum of (i) the Custodian Fee Rate and (ii)
the Servicing Fee Rate.
"Extraordinary Trust Fund Expense": Any amounts reimbursable to the
Trustee, or any director, officer, employee or agent of the Trustee, from the
Trust Fund pursuant to Section 8.05, any amounts payable from the Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii) and any amounts
payable by the Trustee for the recording of the Assignments pursuant to Section
2.01.
"Xxxxxx Mae": Xxxxxx Xxx, formally known as the Federal National
Mortgage Association, or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller, the Depositor, the Master Servicer, the Guarantor or the NIMS
Insurer pursuant to or as contemplated by Section 2.03, Section 3.16(a) or
Section 9.01), a determination made by the Master Servicer that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries which the Master
Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Master Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
"Fitch": Fitch Ratings, or its successor in interest.
"Fixed-Rate Certificates": None.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified on
the Mortgage Loan Schedule as having a fixed Mortgage Rate.
"Fixed Swap Payment": With respect to any Distribution Date, a fixed
amount equal to the related amount set forth in the Interest Rate Swap
Agreement.
"Floating Swap Payment": With respect to any Distribution Date, a
floating amount equal to the product of (i) LIBOR (as determined pursuant to the
Interest Rate Swap Agreement for such Distribution Date), (ii) the related Base
Calculation Amount (as defined in the Interest Rate Swap Agreement), (iii) 250
and (iv) a fraction, the numerator of which is the actual number of days elapsed
from and including the previous Distribution Date to but excluding the current
Distribution Date (or, for the first Distribution Date, the actual number of
days elapsed from the Closing Date to but excluding the first Distribution
Date), and the denominator of which is 360.
"Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.
"Xxxxxxx Mac": Xxxxxxx Mac, formally known as the Federal Home Loan
Mortgage Corporation, or any successor thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage Loan,
the fixed percentage set forth in the related Mortgage Note that is added to the
Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
"Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group I Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group I Certificates": The Class A-1A, Class A-1B Certificates, Class
A-1C Certificates and Class A-1D Certificates.
"Group I Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date that
represents interest received or advanced on the Group I Mortgage Loans.
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I. All
Group I Mortgage Loans have a principal balance at origination that conforms to
Xxxxxx Xxx loan limits.
"Group I Net WAC Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which will be (x) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and the denominator of which will be (y) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group I Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group I Mortgage
Loan that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan in Loan Group I pursuant to Section 2.03
during the related Prepayment Period; (iii) the principal portion of all other
unscheduled collections (including, without limitation, Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO
Principal Amortization) received during the related Prepayment Period on the
Group I Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group I
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date MINUS (v) the Group I Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event will the Group I Principal Distribution Amount with respect to any
Distribution Date be (x) less than zero or (y) greater than the then outstanding
aggregate Certificate Principal Balance of the Class A and Mezzanine
Certificates.
"Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group I Principal Distribution Amount.
Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group II Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group II Certificates": The Class A-2A, Class A-2B Certificates,
Class A-2C Certificates and Class A-2D Certificates.
"Group II Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such Distribution
Date that represents interest received or advanced on the Group II Mortgage
Loans.
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group II.
"Group II Net WAC Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which will be (x) the aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and the denominator of which will be (y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period).
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group II Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group II Mortgage
Loan that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan in Loan Group II pursuant to Section
2.03 during the related Prepayment Period; (iii) the principal portion of all
other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received during the related Prepayment Period on the
Group II Mortgage Loans, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group II
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date MINUS (v) the Group II Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event will the Group II Principal Distribution Amount with respect to any
Distribution Date be (x) less than zero or (y) greater than the then outstanding
aggregate Certificate Principal Balance of the Class A and Mezzanine
Certificates.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group II Principal Distribution Amount.
"Guaranteed Certificates": The Group I Certificates.
"Guaranteed Interest Distribution Amount": With respect to any
Distribution Date and the Guaranteed Certificates, the amount, if any, after
giving effect to the distributions of the Group I Interest Remittance Amount and
the Group II Interest Remittance Amount on such Distribution Date, by which the
(i) the Senior Interest Distribution Amount payable on each Class of the
Guaranteed Certificates for such Distribution Date exceeds (ii) the amount of
interest actually distributed (without giving effect to any Guarantor Payment)
to the Holders of the related Classes of Guaranteed Certificates on such
Distribution Date.
"Guaranteed Principal Distribution Amount": With respect to (a) any
Distribution Date other than the Distribution Date in July 2035, the amount, if
any, by which (i) the aggregate Certificate Principal Balance of the Guaranteed
Certificates (after giving effect to all amounts distributable and allocable to
principal on the Guaranteed Certificates but prior to giving effect to any
Guarantor Payment on such Distribution Date) exceeds (ii) the aggregate Stated
Principal Balance of the Group I Mortgage Loans (after giving effect to the
principal portion of Monthly Payments due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (b) the Distribution Date in July
2035, the amount equal to the aggregate Certificate Principal Balance of the
Guaranteed Certificates (after giving effect to all amounts distributable and
allocable to principal on the Guaranteed Certificates, but prior to giving
effect to any Guarantor Payment on such Distribution Date).
"Guarantor": Xxxxxx Xxx, or its successor in interest.
"Guarantor Deficiency Amount": With respect to any Distribution Date,
the sum of (i) the Guaranteed Interest Distribution Amount and (ii) the
Guaranteed Principal Distribution Amount.
"Guarantor Interest Reimbursement Amount": With respect to any
Distribution Date, (i) the sum of any accrued but unpaid Guaranty Fees,
including the Guaranty Fee due on such Distribution Date, and (ii) the sum of
all amounts paid by the Guarantor in respect of the Guaranteed Interest
Distribution Amounts on all prior Distribution Dates to the extent not
previously reimbursed.
"Guarantor Payment": Any payment made by the Guarantor in respect of a
Guaranteed Interest Distribution Amount or a Guaranteed Principal Distribution
Amount.
"Guarantor Principal Reimbursement Amount": With respect to any
Distribution Date, the sum of all amounts paid by the Guarantor in respect of
Guaranteed Principal Distribution Amounts on all prior Distribution Dates to the
extent not previously reimbursed.
"Guarantor Reimbursement Amount": With respect to any Distribution
Date, the sum of the Guarantor Interest Reimbursement Amount and the Guarantor
Principal Reimbursement Amount.
"Guaranty": The obligations of the Guarantor pursuant to Section 4.09.
"Guaranty Fee": With respect to any Distribution Date and with respect
to each of the Guaranteed Certificates, the fee payable to the Guarantor in
respect of its services as Guarantor that accrues at the applicable Guaranty Fee
Rate for such Guaranteed Certificates on a balance equal to the related
Certificate Principal Balance of such Guaranteed Certificate immediately prior
to such Distribution Date computed on the basis of a 360-day year consisting of
twelve 30-day months.
"Guaranty Fee Rate": The applicable per annum rate set forth in a side
letter of the Guarantor, addressed to the Trustee and the Seller.
"Highest Priority": As of any date of determination, the Class of
Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order of decreasing priority: the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the
Class M-10 Certificates and the Class M-11 Certificates.
"HOEPA": The Home Ownership and Equity Protection Act of 1994.
"Indenture": An indenture relating to the issuance of notes secured by
all or a portion of the Class CE Certificates, the Class P Certificates and/or
the Class R Certificates, which may or may not be guaranteed by the NIMS
Insurer.
"Independent": When used with respect to any specified Person, any
such Person who (a) is in fact independent of the Depositor, the Master
Servicer, the Seller and their respective Affiliates, (b) does not have any
direct financial interest in or any material indirect financial interest in the
Depositor, the Seller, the Master Servicer or any Affiliate thereof, and (c) is
not connected with the Depositor, the Seller, the Master Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor, the Seller, the
Master Servicer or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any class of securities issued by the
Depositor or the Master Servicer or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than the Master
Servicer) that would be an "independent contractor" with respect to REMIC I
within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as such REMIC
does not receive or derive any income from such Person and provided that the
relationship between such Person and such REMIC is at arm's length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer) if the Trustee has received an Opinion of
Counsel to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent Contractor shall not
cause such REO Property to cease to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan and each
related Adjustment Date, the average of the interbank offered rates for
six-month United States dollar deposits in the London market as published in THE
WALL STREET JOURNAL and as most recently available as of the first business day
45 days or more prior to such Adjustment Date, as specified in the related
Mortgage Note.
"Information Circular": The Information Circular of the Depositor
dated June 24, 2005, relating to the Guaranteed Certificates.
"Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and Mortgage.
"Insured Notes": As defined in Section 1.03.
"Interest Accrual Period": With respect to any Distribution Date and
the Adjustable-Rate Certificates, the period commencing on the Distribution Date
in the month immediately preceding the month in which such Distribution Date
occurs (or, in the case of the first Distribution Date, commencing on the
Closing Date) and ending on the day preceding such Distribution Date. With
respect to any Distribution Date and the Class CE Certificates, the REMIC I
Regular Interests, the REMIC II Regular Interests and the REMIC III Regular
Interests, the one-month period ending on the last day of the calendar month
preceding the month in which such Distribution Date occurs.
"Interest Carry Forward Amount": With respect to any Distribution Date
and any Class of Class A Certificates or Mezzanine Certificates, the sum of (i)
the amount, if any, by which (a) the Interest Distribution Amount for such Class
of Certificates as of the immediately preceding Distribution Date exceeded (b)
the actual amount distributed on such Class of Certificates in respect of
interest on such immediately preceding Distribution Date and (ii) the amount of
any Interest Carry Forward Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date, plus accrued interest thereon
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.
"Interest Determination Date": With respect to the Adjustable-Rate
Certificates, and solely for purposes of calculating the Marker Rate, REMIC II
Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular
Interest II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11 and any Interest Accrual Period therefor,
the second LIBOR Business Day preceding the commencement of such Interest
Accrual Period.
"Interest Distribution Amount": With respect to any Distribution Date
and any Class of Class A Certificates or Mezzanine Certificates and the Class CE
Certificates, the aggregate Accrued Certificate Interest on the Certificates of
such Class for such Distribution Date.
"Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of June 28, 2005 (together with the
schedule thereto, the Master Agreement) between Bear Xxxxxxx Financial Products
Inc. and the Trustee, an ISDA Credit Support Annex (Bilateral Form-New York Law)
as of the same date, which supplements, forms part of, and is subject to the
Master Agreement, and a confirmation of the same date, which supplements and
forms part of the Master Agreement.
"Late Collections": With respect to any Mortgage Loan and any Due
Period, all amounts received subsequent to the Determination Date immediately
following such Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries or otherwise,
which represent late payments or collections of principal and/or interest due
(without regard to any acceleration of payments under the related Mortgage and
Mortgage Note) but delinquent for such Due Period and not previously recovered.
"LIBOR Business Day": Any day on which banks in the City of London and
the City of New York are open and conducting transactions in United States
dollars.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from REMIC I by reason of its being purchased, sold or replaced pursuant
to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01. With
respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (other than Insurance Proceeds or
amounts received in respect of the rental of any REO Property prior to REO
Disposition) received by the Master Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan
through a trustee's sale, foreclosure sale or otherwise or (iii) the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.13, Section 3.16(a) or Section 9.01.
"Loan Group": Loan Group I or Loan Group II, as the context requires.
"Loan Group I": The group of Mortgage Loans identified in the Mortgage
Loan Schedule as having been assigned to Loan Group I.
"Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group II.
"Loan-to-Value Ratio": As of any date of determination and with
respect to first lien Mortgage Loans, the fraction, expressed as a percentage,
the numerator of which is the Stated Principal Balance of the related Mortgage
Loan at such date and the denominator of which is the Value of the related
Mortgaged Property.
"Lost Note Affidavit": With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost, misplaced or destroyed and
has not been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note) and indemnifying the Trust Fund against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note, in
the form of Exhibit B hereto.
"Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC II Remittance Rate for REMIC II Regular Interest II-LTA1A, REMIC II
Regular Interest II-LTA1B, REMIC II Regular Interest II-LTA1C, REMIC II Regular
Interest II-LTA1D, REMIC II Regular Interest II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11
and REMIC II Regular Interest II-LTZZ, with the rate on each such REMIC II
Regular Interest (other than REMIC II Regular Interest II-LTZZ) subject to the
lesser of (i) LIBOR plus the related Certificate Margin and (ii) the related Net
WAC Pass-Through Rate for the purpose of this calculation for such Distribution
Date and with the rate on REMIC II Regular Interest II-LTZZ subject to a cap of
zero for the purpose of this calculation; provided, however, that solely for
this purpose, calculations of the REMIC II Remittance Rate and the related caps
with respect to REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest
II-LTA1B, REMIC II Regular Interest II-LTA1C, REMIC II Regular Interest
II-LTA1D, REMIC II Regular Interest II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest
II-LTM11, shall be multiplied by a fraction, the numerator of which is the
actual number of days in the Interest Accrual Period and the denominator of
which is 30.
"Master Servicer": Countrywide Home Loans Servicing LP or any
successor master servicer appointed as herein provided, in its capacity as
Master Servicer hereunder.
"Master Servicer Event of Default": One or more of the events
described in Section 7.01.
"Master Servicer Prepayment Charge Payment Amount": The amounts
payable by the Master Servicer pursuant to Section 2.03(b) in respect of any
waived (or, with respect to subsequent changes of law, any unenforceable)
Prepayment Charges.
"Master Servicer Remittance Date": With respect to any Distribution
Date, 1:00 p.m. New York time on the last Business Day preceding such
Distribution Date.
"Master Servicer Reporting Date": With respect to any Distribution
Date, 3:00 p.m. New York time on the 18th day of the calendar month in which
such Distribution Date occurs or, if such 18th day is not a Business Day, the
Business Day immediately succeeding such 18th day.
"Maximum Cap Rate": For any Distribution Date with respect to the
Group I Certificates, a per annum rate equal to the sum of (i) the product of
(x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of
the Group I Mortgage Loans, weighted on the basis of the outstanding Stated
Principal Balances of the Group I Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Guaranty Fee Rate and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Interest Accrual Period and (ii) an amount,
expressed as a percentage, equal to a fraction, the numerator of which is equal
to the Net Swap Payment made by the Swap Provider and the denominator of which
is equal to the aggregate Stated Principal Balance of the Mortgage Loans,
multiplied by 12.
For any Distribution Date with respect to the Group II Certificates, a
per annum rate equal to the sum of (i) the product of (x) the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of the
Group II Mortgage Loans as of the first day of the month preceding the month of
such Distribution Date (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period and (ii) an amount, expressed as a percentage, equal to a fraction, the
numerator of which is equal to the Net Swap Payment made by the Swap Provider
and the denominator of which is equal to the aggregate Stated Principal Balance
of the Mortgage Loans, multiplied by 12.
For any Distribution Date with respect to the Mezzanine Certificates,
a per annum rate equal to the sum of (i) the product of (x) the weighted average
(weighted on the basis of the results of subtracting from the aggregate Stated
Principal Balance of the applicable Loan Group, the current Certificate
Principal Balance of the related Class A Certificates) of the Maximum Cap Rate
for the Group I Certificates and the Maximum Cap Rate for the Group II
Certificates and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related
Interest Accrual Period and (ii) an amount, expressed as a percentage, equal to
a fraction, the numerator of which is equal to the Net Swap Payment made by the
Swap Provider and the denominator of which is equal to the aggregate Stated
Principal Balance of the Mortgage Loans, multiplied by 12.
"Maximum II-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC II Remittance Rate applicable to REMIC II Regular Interest II-LTZZ for
such Distribution Date on a balance equal to the Uncertificated Balance of REMIC
II Regular Interest II-LTZZ minus the REMIC II Overcollateralization Amount, in
each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular
Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11 or such Distribution Date, with the rate
on each such REMIC II Regular Interest subject to a cap equal to the lesser of
(i) One-Month LIBOR plus the related Certificate Margin and (ii) the related Net
WAC Pass-Through Rate; provided, however, that solely for this purpose,
calculations of the REMIC II Remittance Rate and the related caps with respect
to each such REMIC II Regular Interest (other than REMIC II Regular Interest
II-LTZZ) shall be multiplied by a fraction, the numerator of which is the actual
number of days in the Interest Accrual Period and the denominator of which is
30.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate Mortgage
Loan, the percentage set forth in the related Mortgage Note as the maximum
Mortgage Rate thereunder.
"Mezzanine Certificate": Any one of the Class M-1 Certificates, Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates, Class M-10 Certificates and Class M-11
Certificates.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate Mortgage
Loan, the percentage set forth in the related Mortgage Note as the minimum
Mortgage Rate thereunder.
"Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.02; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.
"Moody's": Xxxxx'x Investors Service, Inc., or its successor in
interest.
"Mortgage": The mortgage, deed of trust or other instrument creating a
first lien or second lien on, or first priority security interest in, a
Mortgaged Property securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement as held
from time to time as a part of REMIC I, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the Seller
and the Depositor, regarding the transfer of the Mortgage Loans by the Seller to
or at the direction of the Depositor, substantially in the form of Exhibit D
annexed hereto.
"Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in REMIC I on such date, separately identifying the Group I Mortgage
Loans and the Group II Mortgage Loans, attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth the following information with respect to
each Mortgage Loan:
(1) the Seller's Mortgage Loan identifying number;
(2) [Reserved];
(3) the state and zip code of the Mortgaged Property;
(4) a code indicating whether the Mortgaged Property is
owner-occupied;
(5) the type of Residential Dwelling constituting the Mortgaged
Property;
(6) the original months to maturity;
(7) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio at
origination;
(8) the Mortgage Rate in effect immediately following the Cut-off
Date;
(9) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(10) the stated maturity date;
(11) the amount of the Monthly Payment due on the first Due Date after
the Cut-off Date;
(12) the last Due Date on which a Monthly Payment was actually applied
to the unpaid Stated Principal Balance;
(13) the original principal amount of the Mortgage Loan;
(14) the Scheduled Principal Balance of the Mortgage Loan as of the
close of business on the Cut-off Date;
(15) with respect to the Adjustable-Rate Mortgage Loans, the Gross
Margin;
(16) a code indicating the purpose of the Mortgage Loan (I.E.,
purchase, refinance debt consolidation cashout, or refinance debt
consolidation no cashout);
(17) with respect to the Adjustable-Rate Mortgage Loans, the Maximum
Mortgage Rate;
(18) with respect to the Adjustable-Rate Mortgage Loans, the Minimum
Mortgage Rate;
(19) the Mortgage Rate at origination;
(20) with respect to the Adjustable-Rate Mortgage Loans, the Periodic
Rate Cap and the maximum first Adjustment Date Mortgage Rate adjustment;
(21) a code indicating the documentation program (I.E., Full
Documentation, Limited Documentation or Stated Income);
(22) with respect to the Adjustable-Rate Mortgage Loans, the first
Adjustment Date immediately following the Cut-off Date;
(23) the risk grade assigned by the related Originator;
(24) the Value of the Mortgaged Property;
(25) the sale price of the Mortgaged Property, if applicable; and
(26) the FICO score of the primary Mortgagor.
The Mortgage Loan Schedule shall set forth the following information
with respect to the Mortgage Loans by Loan Group and in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current Stated Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Depositor in
accordance with the provisions of this Agreement. With respect to any Qualified
Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off
Date for such Mortgage Loan, determined in accordance with the definition of
Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on Schedule 1
from time to time, and any REO Properties acquired in respect thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the annual rate
at which interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note, which rate (i) with respect to
each Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date and (ii) with respect to each Adjustable-Rate Mortgage Loan, (A) as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as
provided in the Mortgage Note, of the Index, as most recently available as of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on such
Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more than
the lesser of (i) the sum of the Mortgage Rate in effect immediately prior to
the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the
related Maximum Mortgage Rate, and shall never be less than the greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.
"Mortgaged Property": The underlying property identified in the
related Mortgage as securing a Mortgage Loan, including any REO Property,
consisting of an Estate in Real Property improved by a Residential Dwelling
(excluding for purposes of construing the representations or warranties made in
the Mortgage Loan Purchase Agreement, any improvements thereupon not considered
by the appraiser in determining the Value of such Mortgaged Property).
"Mortgagor": The obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any Distribution Date,
the sum of (i) any Overcollateralization Reduction Amount for such Distribution
Date and (ii) the excess of (x) the Available Funds for such Distribution Date
over (y) the sum for such Distribution Date of (A) the Senior Interest
Distribution Amounts distributable to the Class A Certificates, (B) the Interest
Distribution Amounts distributable to the Mezzanine Certificates, (C) the
Principal Remittance Amount and (D) any amount paid to the Guarantor pursuant to
Sections 4.01(a)(2) and 4.01(a)(3).
"Net Mortgage Rate": With respect to any Mortgage Loan (or the related
REO Property) as of any date of determination, a per annum rate of interest
equal to the then applicable Mortgage Rate for such Mortgage Loan minus the
Servicing Fee Rate.
"Net Swap Payment": In the case of payments made by the Trust, the
excess, if any, of (x) the Fixed Swap Payment over (y) the Floating Swap Payment
and in the case of payments made by the Swap Provider, the excess, if any, of
(x) the Floating Swap Payment over (y) the Fixed Swap Payment. In each case, the
Net Swap Payment shall not be less than zero. The Guaranty will not cover any
failure of the Trust to receive payments pursuant to the Interest Rate Swap
Agreement.
"Net WAC Pass-Through Rate": For any Distribution Date with respect to
the Group I Certificates, a per annum rate equal to the product of (x) (a) the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus (b) the Guaranty Fee Rate and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Interest Accrual Period minus (i) an amount,
expressed as a percentage, equal to the Net Swap Payment, if any, paid by the
Trust for such Distribution Date divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (ii) an amount, expressed as a percentage,
equal to the Swap Termination Payment, if any, due from the Trust for such
Distribution Date, divided by the aggregate Stated Principal Balance of the
Mortgage Loans. For federal income tax purposes, for any Distribution Date with
respect to the REMIC III Regular Interests the ownership of which is represented
by the Group I Certificates, the economic equivalent of such rate shall be
expressed as the weighted average (adjusted for the actual number of days
elapsed in the related Interest Accrual Period) of the REMIC II Remittance Rate
on REMIC II Regular Interest II-LT1GRP, weighted on the basis of the
Uncertificated Balance of such REMIC II Regular Interest, minus the Guaranty Fee
Rate.
For any Distribution Date with respect to the Group II Certificates, a
per annum rate equal to the product of (x) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Group II Mortgage
Loans as of the first day of the month preceding the month of such Distribution
Date (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Interest Accrual Period minus (i)
an amount, expressed as a percentage, equal to the Net Swap Payment, if any,
paid by the Trust for such Distribution Date divided by the outstanding
principal balance of the Mortgage Loans and (ii) an amount, expressed as a
percentage, equal to the Swap Termination Payment, if any, due from the Trust
for such Distribution Date, divided by the outstanding Stated Principal Balance
of the Mortgage Loans. For federal income tax purposes, for any Distribution
Date with respect to the REMIC III Regular Interests the ownership of which is
represented by the Group II Certificates, the economic equivalent of such rate
shall be expressed as the weighted average (adjusted for the actual number of
days elapsed in the related Interest Accrual Period) of the REMIC II Remittance
Rate on REMIC II Regular Interest II-LT2GRP, weighted on the basis of the
Uncertificated Balance of such REMIC II Regular Interest.
For any Distribution Date with respect to the Mezzanine Certificates,
a per annum rate (subject to adjustment based on the actual number of days
elapsed in the related Interest Accrual Period) equal to the weighted average
(weighted on the basis of the results of subtracting from the aggregate Stated
Principal Balance of each Loan Group the current aggregate Certificate Principal
Balance of the related Class A Certificates) of the Net WAC Pass-Through Rate
for the Group I Certificates and the Net WAC Pass-Through Rate for the Group II
Certificates. For federal income tax purposes, for any Distribution Date with
respect to the REMIC III Regular Interests the ownership of which is represented
by the Mezzanine Certificates, the economic equivalent of such rate shall be
expressed as the weighted average (adjusted for the actual number of days
elapsed in the related Interest Accrual Period) of the REMIC II Remittance Rates
on (a) REMIC II Regular Interest II-LT1SUB, subject to a cap and a floor equal
to the weighted average of the Expense Adjusted Net Mortgage Rates of the Group
I Mortgage Loans and (b) REMIC II Regular Interest II-LT2SUB, subject to a cap
and a floor equal to the weighted average of the Expense Adjusted Net Mortgage
Rates of the Group II Mortgage Loans, weighted on the basis of the
Uncertificated Balance of each such REMIC II Regular Interest.
"Net WAC Rate Carryover Amount": With respect to any Class of Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the sum
of (A) the excess, if any, of (i) the amount of interest such Certificates would
have accrued for such Distribution Date had the applicable Pass-Through Rate
been calculated at the related Formula Rate, over (ii) the amount of interest
accrued on such Certificates at the related Net WAC Pass-Through Rate for such
Distribution Date and (B) the related Net WAC Rate Carryover Amount for the
previous Distribution Date not previously paid, together with interest thereon
at a rate equal to the related Formula Rate applicable for such Class in each
case for the Interest Accrual Period for the current Distribution Date.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate Carryover
Reserve Account established and maintained pursuant to Section 4.11.
"New Lease": Any lease of REO Property entered into on behalf of REMIC
I, including any lease renewed or extended on behalf of REMIC I, if REMIC I has
the right to renegotiate the terms of such lease.
"NIMS Insurer": Any insurer that is guaranteeing certain payments
under notes secured by collateral which includes, among other things, all or a
portion of the Class CE Certificates, the Class P Certificates and/or the
Residual Certificates.
"Nonrecoverable Advance": Any Advance previously made or proposed to
be made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Master Servicer, will not or, in the case of a proposed
Advance, would not be ultimately recoverable from related Late Collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property that,
in the good faith business judgment of the Master Servicer, shall not or, in the
case of a proposed Servicing Advance, would not be ultimately recoverable from
related Late Collections, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.
"Non-United States Person": Any Person other than a United States
Person.
"Notice of Claim": On the third Business Day preceding each
Distribution Date, the Trustee shall deliver to the Guarantor (by electronic
medium as specified in the next sentence) a statement identifying the Guarantor
Deficiency Amount with respect to a Distribution Date, separately identifying
the amounts attributable to principal and interest. The Trustee shall deliver
such statement on or before 3:00 noon (New York time) on such day via the
internet using the following domain name: xxxx_xxxxx@xxxxxxxxx.xxx.
"Notional Amount": With respect to the Class CE Interest and any
Distribution Date, the aggregate Uncertificated Balance of the REMIC II Regular
Interests (other than REMIC II Regular Interest II-LTIO and REMIC II Regular
Interest II-LTP), immediately prior to such Distribution Date.
"Offered Certificate": Any one of the Class A Certificates and the
Mezzanine Certificates (other than the Private Mezzanine Certificates) issued
under this Agreement.
"Officers' Certificate": With respect to the Depositor, a certificate
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President or a vice president (however denominated), and by the Treasurer, the
Secretary, or one of the assistant treasurers or assistant secretaries. With
respect to the Master Servicer, any officer who is authorized to act for the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the closing.
"One-Month LIBOR": With respect to the Adjustable-Rate Certificates,
REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular
Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11 and any Interest Accrual Period therefor,
the rate determined by the Trustee on the related Interest Determination Date on
the basis of the offered rate for one-month U.S. dollar deposits, as such rate
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest
Determination Date; provided that if such rate does not appear on Telerate Page
3750, the rate for such date shall be determined on the basis of the offered
rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00
a.m. (London time) on such Interest Determination Date. In such event, the
Trustee shall request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If on such Interest Determination Date, two
or more Reference Banks provide such offered quotations, One-Month LIBOR for the
related Interest Accrual Period shall be the arithmetic mean of such offered
quotations (rounded upwards, if necessary, to the nearest whole multiple of
1/16%). If on such Interest Determination Date, fewer than two Reference Banks
provide such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall be the higher of (i) LIBOR as determined on the previous
Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding
the foregoing, if, under the priorities described above, LIBOR for an Interest
Determination Date would be based on LIBOR for the previous Interest
Determination Date for the third consecutive Interest Determination Date, the
Trustee shall select, after consultation with the Depositor and the NIMS
Insurer, an alternative comparable index (over which the Trustee has no
control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor or the Master Servicer
acceptable to the Trustee, if such opinion is delivered to the Trustee,
acceptable to the NIMS Insurer, if such opinion is delivered to the NIMS
Insurer, and acceptable to the Guarantor, if such opinion is delivered to the
Guarantor, except that any opinion of counsel relating to (a) the qualification
of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must
be an opinion of Independent counsel.
"Optional Termination Date": The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to an amount
less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as
of the Cut-off Date.
"Originators": Collectively, Argent Mortgage Company, LLC and Olympus
Mortgage Company.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date (calculated for this purpose only,
after assuming that 100% of the Principal Remittance Amount on such Distribution
Date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount
as of such Distribution Date and (b) the Net Monthly Excess Cashflow for such
Distribution Date.
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess
Overcollateralized Amount on such Distribution Date and (b) the Principal
Remittance Amount on such Distribution Date.
"Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, 1.30% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
2.30% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (y) $12,000,013.34, or (iii) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date. Notwithstanding the foregoing, on and
after any Distribution Date following the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates and the Mezzanine Certificates to
zero, the Overcollateralization Target Amount shall be zero.
"Overcollateralized Amount": With respect to any Distribution Date,
the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties immediately following such Distribution Date
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over (b) the sum of the
aggregate Certificate Principal Balances of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates as of such Distribution Date
(after giving effect to distributions to be made on such Distribution Date).
"Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to any Class of Adjustable-Rate
Certificates and any Distribution Date, the lesser of (x) the related Formula
Rate for such Distribution Date and (y) the related Net WAC Pass-Through Rate
for such Distribution Date.
With respect to the Class CE Interest and any Distribution Date, a
rate per annum equal to the percentage equivalent of a fraction, the numerator
of which is (x) the sum of (i) 100% of the interest on REMIC II Regular Interest
II-LTP and (ii) interest on the Uncertificated Balance of each REMIC II Regular
Interest listed in clause (y) at a rate equal to the related REMIC II Remittance
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Balance of REMIC II Regular Interests XX-XXXX, XX-XXXX0X,
XX-XXX0X, XX-XXX0X, XX-XXX0X, XX-XXX0X, II-LTA2B, II-LTA2C, XX-XXX0X, XX-XXX0,
XX-XXX0, XX-XXX0, XX-XXX0, XX-XXX0, II-LTM6, II-LTM7, II-LTM8, II-LTM9,
II-LTM10, II-LTM11 and II-LTZZ.
With respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest
shall not have a Pass-Through Rate, but interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to REMIC II Regular Interest II-IO for such Distribution Date.
"Percentage Interest": With respect to any Class of Certificates
(other than the Residual Certificates), the undivided percentage ownership in
such Class evidenced by such Certificate, expressed as a percentage, the
numerator of which is the initial Certificate Principal Balance or Notional
Amount represented by such Certificate and the denominator of which is the
aggregate initial Certificate Principal Balance or Notional Amount of all of the
Certificates of such Class. The Class A Certificates (other than the Group I
Certificates) and the Mezzanine Certificates (other than the Private Mezzanine
Certificates) are issuable only in minimum Percentage Interests corresponding to
minimum initial Certificate Principal Balances of $25,000 and integral multiples
of $1.00 in excess thereof. The Group I Certificates are issuable only in
minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $1,000 and integral multiples of $1.00 in excess thereof.
The Private Mezzanine Certificates are issuable only in minimum Percentage
Interests corresponding to minimum initial Certificate Principal Balances of
$50,000 and integral multiples of $1.00 in excess thereof. The Class P
Certificates are issuable only in minimum Percentage Interests corresponding to
minimum initial Certificate Principal Balances of $20 and integral multiples
thereof. The Class CE Certificates are issuable only in minimum Percentage
Interests corresponding to minimum initial Notional Amount of $10,000 and
integral multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate Mortgage
Loan and any Adjustment Date therefor, the fixed percentage set forth in the
related Mortgage Note, which is the maximum amount by which the Mortgage Rate
for such Mortgage Loan may increase or decrease (without regard to the Maximum
Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the
Mortgage Rate in effect immediately prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued by the Depositor, the Master Servicer, the NIMS Insurer, the
Trustee or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of, or
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 and
issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security described in
clause (i) above entered into with a Depository Institution (acting as
principal);
(iv) securities bearing interest or sold at a discount that are issued
by any corporation incorporated under the laws of the United States of
America or any state thereof and that are rated by each Rating Agency that
rates such securities in its highest long-term unsecured rating categories
at the time of such investment or contractual commitment providing for such
investment;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than 30 days after the date of acquisition thereof)
that is rated by each Rating Agency that rates such securities in its
highest short-term unsecured debt rating available at the time of such
investment;
(vi) units of money market funds, including money market funds advised
by the Trustee or an Affiliate thereof, that have been rated "Aaa" by
Moody's, "AAA" by Fitch and "AAAm" by S&P (if rated by the respective
Rating Agencies); and
(vii) if previously confirmed in writing to the Trustee and consented
to by the NIMS Insurer and the Guarantor, any other demand, money market or
time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies as a permitted investment of funds
backing securities having ratings equivalent to its highest initial rating
of the Class A Certificates;
provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual Certificate other
than a Disqualified Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Plan": Any employee benefit plan or certain other retirement plans
and arrangements, including individual retirement accounts and annuities, Xxxxx
plans and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.
"Prepayment Assumption": As defined in the Prospectus Supplement.
"Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, fee or charge payable by a Mortgagor in connection with any
Principal Prepayment pursuant to the terms of the related Mortgage Note as from
time to time held as a part of the Trust Fund, the Prepayment Charges so held
being identified in the Prepayment Charge Schedule (other than any Master
Servicer Prepayment Charge Payment Amount).
"Prepayment Charge Schedule": As of any date, the list of Prepayment
Charges included in the Trust Fund on such date, attached hereto as Schedule 2
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:
(i) the Master Servicer's Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the date on which the first Monthly Payment was due on the
related Mortgage Loan;
(iv) the term of the related Prepayment Charge;
(v) the original Stated Principal Balance of the related Mortgage
Loan; and
(vi) the Stated Principal Balance of the related Mortgage Loan as of
the Cut-off Date.
The Prepayment Charge Schedule shall be amended from time to
time by the Master Servicer in accordance with the provisions of this
Agreement and a copy of such amended Prepayment Charge Schedule shall
be furnished by the Master Servicer to the Guarantor and the NIMS
Insurer, if any.
"Prepayment Interest Excess": With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full
during the portion of the related Prepayment Period occurring between the first
day of the calendar month in which such Distribution Date occurs and the
Determination Date of the calendar month in which such Distribution Date occurs,
an amount equal to interest (to the extent received) at the applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the number of days
commencing on the first day of the calendar month in which such Distribution
Date occurs and ending on the last date through which interest is collected from
the related Mortgagor. The Master Servicer may withdraw such Prepayment Interest
Excess from the Collection Account in accordance with Section 3.05(a)(iv).
"Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day of the related Prepayment Period and the last day of the calendar
month preceding the month in which such Distribution Date occurs, an amount
equal to interest at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number of days commencing on the day after the last
date on which interest is collected from the related Mortgagor and ending on the
last day of the calendar month preceding such Distribution Date. The obligations
of the Master Servicer in respect of any Prepayment Interest Shortfall are set
forth in Section 4.03(e). The Guaranty shall not cover any such Prepayment
Interest Shortfalls.
"Prepayment Period": With respect to any Distribution Date, the period
commencing on the 16th day in the calendar month preceding the calendar month in
which such Distribution Date occurs (or, in the case of the first Distribution
Date, commencing on June 1, 2005) and ending on the 15th day in the calendar
month in which such Distribution Date occurs.
"Principal Prepayment": Any payment of principal made by the Mortgagor
on a Mortgage Loan which is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing the full amount
of scheduled interest due on any Due Date in any month or months subsequent to
the month of prepayment.
"Principal Remittance Amount": With respect to any Distribution Date,
the sum of the (i) the Group I Principal Remittance Amount and (ii) the Group II
Principal Remittance Amount.
"Private Mezzanine Certificates": The Class M-11 Certificates.
"Prospectus Supplement": The Prospectus Supplement, dated June 24,
2005, relating to the public offering of the Offered Certificates.
"PTCE": A Prohibited Transaction Class Exemption.
"Purchase Price": With respect to any Mortgage Loan or REO Property to
be purchased pursuant to or as contemplated by Section 2.03, Section 3.16(a) or
Section 9.01, and as confirmed by an Officers' Certificate from the Master
Servicer to the Trustee, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof as of the date of purchase (or such other price as
provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an Advance by the Master Servicer, which
payment or Advance had as of the date of purchase been distributed pursuant to
Section 4.01, through the end of the calendar month in which the purchase is to
be effected and (y) an REO Property, the sum of (1) accrued interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in effect from time
to time from the Due Date as to which interest was last covered by a payment by
the Mortgagor or an advance by the Master Servicer through the end of the
calendar month immediately preceding the calendar month in which such REO
Property was acquired plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.01,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Sections 3.05(a)(v) and 3.16(a) and (v) in the
case of a Mortgage Loan required to be purchased pursuant to Section 2.03,
expenses reasonably incurred or to be incurred by the Master Servicer, the NIMS
Insurer, the Guarantor or the Trustee in respect of the breach or defect giving
rise to the purchase obligation, as well as any costs and damages incurred by
the Trust Fund in connection with any violation by such loan of any predatory or
abusive lending law.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted for
a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on
the date of such substitution, (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan, have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with
respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date not
more than two months later than the next Adjustment Date on the Deleted Mortgage
Loan, (vii) have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan, (viii) have the same
Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value
Ratio or Combined Loan-to-Value Ratio as of the date of substitution equal to or
lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date,
(x) have a risk grading determined by the Seller or an Afilliate of the Seller
at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi)
have been underwritten or reunderwritten by the Seller or an Affiliate of the
Seller in accordance with the same underwriting criteria and guidelines as the
Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least equal
to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii) not be
more than 59 or more days delinquent or any additional days delinquent than the
Deleted Mortgage Loan, (xiv) conform to each representation and warranty set
forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the
Deleted Mortgage Loan and (xv) with respect to Qualified Substitute Mortgage
Loans substituted for Deleted Mortgage Loans that are Group I Mortgage Loans,
have an original principal balance that conforms to Xxxxxx Xxx loan limits as of
the date of its origination and be otherwise acceptable to the Guarantor. In the
event that one or more mortgage loans are substituted for one or more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall be determined
on the basis of aggregate Stated Principal Balances, the Mortgage Rates
described in clause (ii) hereof shall be determined on the basis of weighted
average Mortgage Rates, the terms described in clause (vii) hereof shall be
determined on the basis of weighted average remaining terms to maturity, the
Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as to
each such mortgage loan, the risk gradings described in clause (x) hereof shall
be satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xiv) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.
"Rating Agency" or "Rating Agencies": Xxxxx'x, Fitch and S&P or their
successors. If such agencies or their successors are no longer in existence,
"Rating Agencies" shall be such nationally recognized statistical rating
agencies, or other comparable Persons, designated by the Depositor (and if
rating the Guaranteed Certificates, consented to in writing by the Guarantor),
notice of which designation shall be given to the Trustee and the Master
Servicer.
"Realized Loss": With respect to each Mortgage Loan as to which a
Final Recovery Determination has been made, an amount (not less than zero) equal
to (i) the unpaid Stated Principal Balance of such Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery Determination was
made, plus (ii) accrued interest from the Due Date as to which interest was last
paid by the Mortgagor through the end of the calendar month in which such Final
Recovery Determination was made, calculated in the case of each calendar month
during such period (A) at an annual rate equal to the annual rate at which
interest was then accruing on such Mortgage Loan and (B) on a principal amount
equal to the Stated Principal Balance of such Mortgage Loan as of the close of
business on the Distribution Date during such calendar month, plus (iii) any
amounts previously withdrawn from the Collection Account in respect of such
Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan during the calendar
month in which such Final Recovery Determination was made, net of amounts that
are payable therefrom to the Master Servicer with respect to such Mortgage Loan
pursuant to Section 3.05(a)(ii). If the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of Realized Losses with
respect to that Mortgage Loan shall be reduced to the extent such recoveries are
applied to principal distributions on any Distribution Date.
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made, plus (iv)
any amounts previously withdrawn from the Collection Account in respect of the
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus
(v) the aggregate of all Advances made by the Master Servicer in respect of such
REO Property or the related Mortgage Loan for which the Master Servicer has been
or, in connection with such Final Recovery Determination, shall be reimbursed
pursuant to Section 3.13 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property, minus (vi) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, shall be transferred to the Distribution
Account pursuant to Section 3.13.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the Stated Principal Balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
Stated Principal Balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the subject of a
Debt Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly Payment.
If the Master Servicer receives Subsequent Recoveries with respect to
any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan shall be reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.
"Record Date": With respect to each Distribution Date and any
Adjustable-Rate Certificate that is a Book-Entry Certificate, the Business Day
immediately preceding such Distribution Date. With respect to each Distribution
Date and any other Class of Certificates, including any Definitive Certificates,
the last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
"Reference Banks": Barclays Bank PLC, The Tokyo Mitsubishi Bank and
National Westminster Bank PLC and their successors in interest; provided,
however, that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trustee (after
consultation with the Depositor, the Guarantor and the NIMS Insurer, if any)
which are engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London, (ii)
not controlling, under the control of or under common control with the Depositor
or any Affiliate thereof and (iii) which have been designated as such by the
Trustee.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of which were
not used to purchase the related Mortgaged Property.
"Regular Certificate": Any Class A Certificate, Mezzanine Certificate,
Class P Certificate or Class CE Certificate.
"Regular Interest": A "regular interest" in a REMIC within the meaning
of Section 860G(a)(1) of the Code.
"Relief Act": The Servicemembers Civil Relief Act or any applicable
state law providing similar relief.
"Relief Act Interest Shortfall": With respect to any Distribution Date
and any Mortgage Loan, any reduction in the amount of interest collectible on
such Mortgage Loan for the most recently ended calendar month as a result of the
application of the Relief Act. The Guaranty shall not cover any such Relief Act
Interest Shortfalls.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
"REMIC I": The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made, consisting of: (i) such Mortgage Loans
and Prepayment Charges as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof, (ii) any REO Property, together with
all collections thereon and proceeds thereof, (iii) the Trustee's rights with
respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof, (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby) to the extent conveyed pursuant to Section
2.01 and (v) the Collection Account (other than any amounts representing any
Master Servicer Prepayment Charge Payment Amounts), the Distribution Account
(other than any amounts representing any Master Servicer Prepayment Charge
Payment Amounts) and any REO Account and such assets that are deposited therein
from time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. Notwithstanding the foregoing,
however, REMIC I specifically excludes any Master Servicer Prepayment Charge
Payment Amounts, the Net WAC Rate Carryover Reserve Account, the Interest Rate
Swap Agreement, the Swap Account, all payments and other collections of
principal and interest due on the Mortgage Loans on or before the Cut-off Date
and all Prepayment Charges payable in connection with Principal Prepayments made
before the Cut-off Date.
"REMIC I Group I Regular Interests": REMIC I Regular Interest I and
REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-52-B as
designated in the Preliminary Statement hereto.
"REMIC I Group II Regular Interests": REMIC I Regular Interest II-1-A
through REMIC II Regular Interest I-52-B as designated in the Preliminary
Statement hereto.
"REMIC I Regular Interest": Any of the 210 separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time, and
shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.
"REMIC I Remittance Rate": With respect to REMIC I Regular Interest I
and REMIC I Regular Interest P, a per annum rate equal to the weighted average
of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With
respect to each REMIC I Group I Regular Interest ending with the designation
"A", a per annum rate equal to the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group I Mortgage Loans multiplied by 2, subject to a
maximum rate of 8.175%. With respect to each REMIC I Group I Regular Interest
ending with the designation "B", the greater of (x) a per annum rate equal to
the excess, if any, of (i) 2 multiplied by the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group I Mortgage Loans over (ii) 8.175% and
(y) 0.00%. With respect to REMIC I Regular Interest II, a per annum rate equal
to the weighted average of the Expense Adjusted Net Mortgage Rates of the Group
II Mortgage Loans With respect to each REMIC I Group II Regular Interest ending
with the designation "A", a per annum rate equal to the weighted average of the
Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans multiplied by
2, subject to a maximum rate of 8.175%. With respect to each REMIC I Group II
Regular Interest ending with the designation "B", the greater of (x) a per annum
rate equal to the excess, if any, of (i) 2 multiplied by the weighted average of
the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans over (ii)
8.175% and (y) 0.00%.
"REMIC II Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the actual number
of days elapsed in the respective Interest Accrual Periods for the indicated
Regular Interests for such Distribution Date) equal to (a) the product of (i)
50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties then outstanding and (ii) the REMIC II Remittance Rate for REMIC II
Regular Interest II-LTAA minus the Marker Rate, divided by (b) 12.
"REMIC II Marker Allocation Percentage": 50% of any amount payable or
loss attributable from the Mortgage Loans, which shall be allocated to REMIC II
Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular Interest II-LTA1C, REMIC II Regular Interest
II-LTA1D, REMIC II Regular Interest II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11,
REMIC II Regular Interest II-LTZZ and REMIC II Regular Interest II-LTP.
"REMIC II Overcollateralization Target Amount": 0.50% of the
Overcollateralization Target Amount.
"REMIC II Overcollateralized Amount": With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC II
Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC II
Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular
Interest II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11 in each case as of such date of
determination.
"REMIC II Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) 50% of the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) one minus a fraction, the numerator of which is two times
the aggregate Uncertificated Balance of REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest II-LTA1C, REMIC II
Regular Interest II-LTA1D, REMIC II Regular Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest
II-LTM11 and the denominator of which is the aggregate Uncertificated Balance of
REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular
Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10,
REMIC II Regular Interest II-LTM11 and REMIC II Regular Interest II-LTZZ.
"REMIC II Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
"regular interest" in REMIC II. Each REMIC II Regular Interest shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time,
and shall be entitled to distributions of principal (other than REMIC II Regular
Interest II-IO), subject to the terms and conditions hereof, in an aggregate
amount equal to its initial Uncertificated Balance as set forth in the
Preliminary Statement hereto. The following is a list of each of the REMIC II
Regular Interests: REMIC II Regular Interest II-LTAA, REMIC II Regular Interest
II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest
II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10,
REMIC II Regular Interest II-LTM11, REMIC II Regular Interest II-LTZZ, REMIC II
Regular Interest II-LTXX, REMIC II Regular Interest II-LTP, REMIC II Regular
Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP and REMIC II Regular
Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP, REMIC II Regular
Interest II-IO.
"REMIC II Remittance Rate": With respect to REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B,
REMIC II Regular Interest II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II
Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular
Interest II-LTA3A, REMIC II Regular Interest II-LTA3B, REMIC II Regular Interest
II-LTA3C, REMIC II Regular Interest II-LTA3D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10,
REMIC II Regular Interest II-LTM11, REMIC II Regular Interest II-LTZZ, REMIC II
Regular Interest II-LTP, REMIC II Regular Interest II-LT1SUB, REMIC II Regular
Interest II-LT2SUB, and REMIC II Regular Interest II-LTXX, a per annum rate (but
not less than zero) equal to the weighted average of: (w) with respect to REMIC
I Regular Interest I, REMIC I Regular Interest II and REMIC I Regular Interest
P, the REMIC I Remittance Rate for each such REMIC 1 Regular Interest for each
such Distribution Date, (x) with respect to each REMIC I Regular Interest ending
with the designation "B", the weighted average of the REMIC I Remittance Rates
for such REMIC I Regular Interests, weighted on the basis of the Uncertificated
Balances of such REMIC I Regular Interests for each such Distribution Date and
(y) with respect to REMIC I Regular Interests ending with the designation "A",
for each Distribution Date listed below, the weighted average of the rates
listed below for each such REMIC I Regular Interest listed below, weighted on
the basis of the Uncertificated Balances of each such REMIC I Regular Interest
for each such Distribution Date:
DISTRIBUTION
DATE REMIC I REGULAR INTEREST RATE
-------------- ------------------------------------ ------------------------------------------------------------
1 I-1-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2 I-2-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-2-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate REMIC
I Remittance Rate
I-1-A REMIC I Remittance Rate
II-1-A REMIC I Remittance Rate
3 I-3-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-3-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A REMIC I Remittance Rate
II-1-A and II-2-A REMIC I Remittance Rate
4 I-4-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-4-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-3-A REMIC I Remittance Rate
II-1-A through II-3-A REMIC I Remittance Rate
5 I-5-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-5-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A REMIC I Remittance Rate
II-1-A through II-4-A REMIC I Remittance Rate
6 I-6-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-6-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-5-A REMIC I Remittance Rate
II-1-A through II-5-A REMIC I Remittance Rate
7 I-7-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-7-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-6-A REMIC I Remittance Rate
II-1-A through II-6-A REMIC I Remittance Rate
8 I-8-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-8-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-7-A REMIC I Remittance Rate
II-1-A through II-7-A REMIC I Remittance Rate
9 I-9-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-9-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-8-A REMIC I Remittance Rate
II-1-A through II-8-A REMIC I Remittance Rate
10 I-10-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-10-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-9-A REMIC I Remittance Rate
II-1-A through II-9-A REMIC I Remittance Rate
11 I-11-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-11-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-10-A REMIC I Remittance Rate
II-1-A through II-10-A REMIC I Remittance Rate
12 I-12-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-12-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-11-A REMIC I Remittance Rate
II-1-A through II-11-A REMIC I Remittance Rate
13 I-13-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-13-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-12-A REMIC I Remittance Rate
II-1-A through II-12-A REMIC I Remittance Rate
14 I-14-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-14-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-13-A REMIC I Remittance Rate
II-1-A through II-13-A REMIC I Remittance Rate
15 I-15-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-15-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-14-A REMIC I Remittance Rate
II-1-A through II-14-A REMIC I Remittance Rate
16 I-16-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-16-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-15-A REMIC I Remittance Rate
II-1-A through II-15-A REMIC I Remittance Rate
17 I-17-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-17-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-16-A REMIC I Remittance Rate
II-1-A through II-16-A REMIC I Remittance Rate
18 I-18-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-18-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-17-A REMIC I Remittance Rate
II-1-A through II-17-A REMIC I Remittance Rate
19 I-19-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-19-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-18-A REMIC I Remittance Rate
II-1-A through II-18-A REMIC I Remittance Rate
20 I-20-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-20-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-19-A REMIC I Remittance Rate
II-1-A through II-19-A REMIC I Remittance Rate
21 I-21-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-21-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-20-A REMIC I Remittance Rate
II-1-A through II-20-A REMIC I Remittance Rate
22 I-22-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-22-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-21-A REMIC I Remittance Rate
II-1-A through II-21-A REMIC I Remittance Rate
23 I-23-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-23-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-22-A REMIC I Remittance Rate
II-1-A through II-22-A REMIC I Remittance Rate
24 I-24-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-24-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-23-A REMIC I Remittance Rate
II-1-A through II-23-A REMIC I Remittance Rate
25 I-25-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-25-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-24-A REMIC I Remittance Rate
II-1-A through II-24-A REMIC I Remittance Rate
26 I-26-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-26-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-25-A REMIC I Remittance Rate
II-1-A through II-25-A REMIC I Remittance Rate
27 I-27-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-27-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-26-A REMIC I Remittance Rate
II-1-A through II-26-A REMIC I Remittance Rate
28 I-28-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-28-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-27-A REMIC I Remittance Rate
II-1-A through II-27-A REMIC I Remittance Rate
29 I-29-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-29-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-28-A REMIC I Remittance Rate
II-1-A through II-28-A REMIC I Remittance Rate
30 I-30-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-30-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-29-A REMIC I Remittance Rate
II-1-A through II-29-A REMIC I Remittance Rate
31 I-31-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-31-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-30-A REMIC I Remittance Rate
II-1-A through II-30-A REMIC I Remittance Rate
32 I-32-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-32-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-31-A REMIC I Remittance Rate
II-1-A through II-31-A REMIC I Remittance Rate
33 I-33-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-33-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-32-A REMIC I Remittance Rate
II-1-A through II-32-A REMIC I Remittance Rate
34 I-34-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-34-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-33-A REMIC I Remittance Rate
II-1-A through II-33-A REMIC I Remittance Rate
35 I-35-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-35-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-34-A REMIC I Remittance Rate
II-1-A through II-34-A REMIC I Remittance Rate
36 I-36-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-36-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-35-A REMIC I Remittance Rate
II-1-A through II-35-A REMIC I Remittance Rate
37 I-37-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-37-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-36-A REMIC I Remittance Rate
II-1-A through II-36-A REMIC I Remittance Rate
38 I-38-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-38-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-37-A REMIC I Remittance Rate
II-1-A through II-37-A REMIC I Remittance Rate
39 I-39-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-39-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-38-A REMIC I Remittance Rate
II-1-A through II-38-A REMIC I Remittance Rate
40 I-40-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-40-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-39-A REMIC I Remittance Rate
II-1-A through II-39-A REMIC I Remittance Rate
41 I-41-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-41-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-40-A REMIC I Remittance Rate
II-1-A through II-40-A REMIC I Remittance Rate
42 I-42-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-42-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-41-A REMIC I Remittance Rate
II-1-A through II-41-A REMIC I Remittance Rate
43 I-43-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-43-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-42-A REMIC I Remittance Rate
II-1-A through II-42-A REMIC I Remittance Rate
44 I-44-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-44-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-43-A REMIC I Remittance Rate
II-1-A through II-43-A REMIC I Remittance Rate
45 I-45-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-45-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-44-A REMIC I Remittance Rate
II-1-A through II-44-A REMIC I Remittance Rate
46 I-46-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-46-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-45-A REMIC I Remittance Rate
II-1-A through II-45-A REMIC I Remittance Rate
47 I-47-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-47-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-46-A REMIC I Remittance Rate
II-1-A through II-46-A REMIC I Remittance Rate
48 I-48-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-48-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-47-A REMIC I Remittance Rate
II-1-A through II-47-A REMIC I Remittance Rate
49 I-49-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-49-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-48-A REMIC I Remittance Rate
II-1-A through II-48-A REMIC I Remittance Rate
50 I-50-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-50-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-49-A REMIC I Remittance Rate
II-1-A through II-49-A REMIC I Remittance Rate
51 I-51-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-51-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-50-A REMIC I Remittance Rate
II-1-Aand II-50-A REMIC I Remittance Rate
52 I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-51-A REMIC I Remittance Rate
II-1-A through II-51-A REMIC I Remittance Rate
thereafter I-1-A through I-52-A REMIC I Remittance Rate
II-1-A through II-52-A REMIC I Remittance Rate
With respect to REMIC II Regular Interest II-LT1GRP, a per annum rate
(but not less than zero) equal to the weighted average of: (w) with respect to
REMIC I Regular Interest I and REMIC I Regular Interest P, the REMIC I
Remittance Rate for each such REMIC 1 Regular Interest for each such
Distribution Date, (x) with respect to REMIC I Group I Regular Interests ending
with the designation "B", the weighted average of the REMIC I Remittance Rates
for such REMIC I Regular Interests, weighted on the basis of the Uncertificated
Balances of each such REMIC I Regular Interest for each such Distribution Date
and (y) with respect to REMIC I Group I Regular Interests ending with the
designation "A", for each Distribution Date listed below, the weighted average
of the rates listed below for such REMIC I Regular Interests listed below,
weighted on the basis of the Uncertificated Balances of each such REMIC I
Regular Interest for each such Distribution Date:
DISTRIBUTION
DATE REMIC I REGULAR INTEREST RATE
-------------- ------------------------------------ ----------------------------------------------------------
1 I-1-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2 I-2-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A REMIC I Remittance Rate
3 I-3-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A REMIC I Remittance Rate
4 I-4-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-3-A REMIC I Remittance Rate
5 I-5-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A REMIC I Remittance Rate
6 I-6-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-5-A REMIC I Remittance Rate
7 I-7-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-6-A REMIC I Remittance Rate
8 I-8-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-7-A REMIC I Remittance Rate
9 I-9-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-8-A REMIC I Remittance Rate
10 I-10-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-9-A REMIC I Remittance Rate
11 I-11-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-10-A REMIC I Remittance Rate
12 I-12-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-11-A REMIC I Remittance Rate
13 I-13-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-12-A REMIC I Remittance Rate
14 I-14-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-13-A REMIC I Remittance Rate
15 I-15-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-14-A REMIC I Remittance Rate
16 I-16-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-15-A REMIC I Remittance Rate
17 I-17-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-16-A REMIC I Remittance Rate
18 I-18-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-17-A REMIC I Remittance Rate
19 I-19-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-18-A REMIC I Remittance Rate
20 I-20-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-19-A REMIC I Remittance Rate
21 I-21-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-20-A REMIC I Remittance Rate
22 I-22-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-21-A REMIC I Remittance Rate
23 I-23-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-22-A REMIC I Remittance Rate
24 I-24-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-23-A REMIC I Remittance Rate
25 I-25-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-24-A REMIC I Remittance Rate
26 I-26-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-25-A REMIC I Remittance Rate
27 I-27-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-26-A REMIC I Remittance Rate
28 I-28-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-27-A REMIC I Remittance Rate
29 I-29-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-28-A REMIC I Remittance Rate
30 I-30-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-29-A REMIC I Remittance Rate
31 I-31-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-30-A REMIC I Remittance Rate
32 I-32-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-31-A REMIC I Remittance Rate
33 I-33-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-32-A REMIC I Remittance Rate
34 I-34-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-33-A REMIC I Remittance Rate
35 I-35-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-34-A REMIC I Remittance Rate
36 I-36-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-35-A REMIC I Remittance Rate
37 I-37-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-36-A REMIC I Remittance Rate
38 I-38-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-37-A REMIC I Remittance Rate
39 I-39-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-38-A REMIC I Remittance Rate
40 I-40-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-39-A REMIC I Remittance Rate
41 I-41-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-40-A REMIC I Remittance Rate
42 I-42-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-41-A REMIC I Remittance Rate
43 I-43-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-42-A REMIC I Remittance Rate
44 I-44-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-43-A REMIC I Remittance Rate
45 I-45-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-44-A REMIC I Remittance Rate
46 I-46-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-45-A REMIC I Remittance Rate
47 I-47-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-46-A REMIC I Remittance Rate
48 I-48-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-47-A REMIC I Remittance Rate
49 I-49-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-48-A REMIC I Remittance Rate
50 I-50-A through I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-49-A REMIC I Remittance Rate
51 I-51-A and I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-50-A REMIC I Remittance Rate
52 I-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-51-A REMIC I Remittance Rate
thereafter I-1-A through I-52-A REMIC I Remittance Rate
With respect to REMIC II Regular Interest II-LT2GRP, a per annum rate
(but not less than zero) equal to the weighted average of: (w) with respect to
REMIC I Regular Interest II, the REMIC I Remittance Rate for each such REMIC 1
Regular Interest for each such Distribution Date, (x) with respect to REMIC I
Group II Regular Interests ending with the designation "B", the weighted average
of the REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on
the basis of the Uncertificated Balances of each such REMIC I Regular Interest
for each such Distribution Date and (y) with respect to REMIC I Group II Regular
Interests ending with the designation "A", for each Distribution Date listed
below, the weighted average of the rates listed below for such REMIC I Regular
Interests listed below, weighted on the basis of the Uncertificated Balances of
each such REMIC I Regular Interest for each such Distribution Date:
DISTRIBUTION
DATE REMIC I REGULAR INTEREST RATE
-------------- ------------------------------------ ----------------------------------------------------------
1 II-1-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2 II-2-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A REMIC I Remittance Rate
3 II-3-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A and II-2-A REMIC I Remittance Rate
4 II-4-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-3-A REMIC I Remittance Rate
5 II-5-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-4-A REMIC I Remittance Rate
6 II-6-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-5-A REMIC I Remittance Rate
7 II-7-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-6-A REMIC I Remittance Rate
8 II-8-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-7-A REMIC I Remittance Rate
9 II-9-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-8-A REMIC I Remittance Rate
10 II-10-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-9-A REMIC I Remittance Rate
11 II-11-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-10-A REMIC I Remittance Rate
12 II-12-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-11-A REMIC I Remittance Rate
13 II-13-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-12-A REMIC I Remittance Rate
14 II-14-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-13-A REMIC I Remittance Rate
15 II-15-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-14-A REMIC I Remittance Rate
16 II-16-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-15-A REMIC I Remittance Rate
17 II-17-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-16-A REMIC I Remittance Rate
18 II-18-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-17-A REMIC I Remittance Rate
19 II-19-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-18-A REMIC I Remittance Rate
20 II-20-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-19-A REMIC I Remittance Rate
21 II-21-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-20-A REMIC I Remittance Rate
22 II-22-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-21-A REMIC I Remittance Rate
23 II-23-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-22-A REMIC I Remittance Rate
24 II-24-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-23-A REMIC I Remittance Rate
25 II-25-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-24-A REMIC I Remittance Rate
26 II-26-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-25-A REMIC I Remittance Rate
27 II-27-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-26-A REMIC I Remittance Rate
28 II-28-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-27-A REMIC I Remittance Rate
29 II-29-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-28-A REMIC I Remittance Rate
30 II-30-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-29-A REMIC I Remittance Rate
31 II-31-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-30-A REMIC I Remittance Rate
32 II-32-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-31-A REMIC I Remittance Rate
33 II-33-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-32-A REMIC I Remittance Rate
34 II-34-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-33-A REMIC I Remittance Rate
35 II-35-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-34-A REMIC I Remittance Rate
36 II-36-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-35-A REMIC I Remittance Rate
37 II-37-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-36-A REMIC I Remittance Rate
38 II-38-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-37-A REMIC I Remittance Rate
39 II-39-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-38-A REMIC I Remittance Rate
40 II-40-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-39-A REMIC I Remittance Rate
41 II-41-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-40-A REMIC I Remittance Rate
42 II-42-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-41-A REMIC I Remittance Rate
43 II-43-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-42-A REMIC I Remittance Rate
44 II-44-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-43-A REMIC I Remittance Rate
45 II-45-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-44-A REMIC I Remittance Rate
46 II-46-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-45-A REMIC I Remittance Rate
47 II-47-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-46-A REMIC I Remittance Rate
48 II-48-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-47-A REMIC I Remittance Rate
49 II-49-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-48-A REMIC I Remittance Rate
50 II-50-A through II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-49-A REMIC I Remittance Rate
51 II-51-A and II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-50-A REMIC I Remittance Rate
52 II-52-A 2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-51-A REMIC I Remittance Rate
thereafter II-1-A through II-52-A REMIC I Remittance Rate
With respect to REMIC II Regular Interest II-IO, and (i) the first
Distribution Date through the 52nd Distribution Date, the excess of (x) the
weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I
Regular Interests including the designation "SWAP", over (y) 2 multiplied by
Swap LIBOR. and (ii) thereafter, 0.00%. "REMIC II Sub WAC Allocation
Percentage": 50% of any amount payable from or loss attributable to the Mortgage
Loans, which shall be allocated to REMIC II Regular Interest II-LT1SUB, REMIC II
Regular Interest II-LT1GRP, REMIC II Regular Interest II-LT2SUB, REMIC II
Regular Interest II-LT2GRP and REMIC II Regular Interest II-LTXX.
"REMIC II Subordinated Balance Ratio": The ratio among the
Uncertificated Balances of each REMIC II Regular Interest ending with the
designation "SUB," equal to the ratio between, with respect to each such REMIC
II Regular Interest, the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of Class A Certificates in the related Loan Group.
"REMIC III": The segregated pool of assets consisting of all of the
REMIC II Regular Interests conveyed in trust to the Trustee, for the benefit of
the Holders of the Regular Certificates and the Class R Certificate (in respect
of the Class R-III Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.
"REMIC III Certificate": Any Regular Certificate (other than a Class
CE Certificate or Class P Certificate), Class R Certificate or REMIC VI Regular
Interest SWAP-IO.
"REMIC III Regular Interest": Any Class A Certificate, Mezzanine
Certificate, the Class CE Interest or the Class P Interest.
"REMIC IV": The segregated pool of assets consisting of the Class CE
Interest conveyed in trust to the Trustee, for the benefit of the Holders of the
Regular Certificates and the Class R-X Certificate (in respect of the Class R-IV
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
"REMIC V": The segregated pool of assets consisting of all of the
Class P Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R-X Certificate (in respect of
the Class R-V Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.
"REMIC VI Regular Interest": REMIC VI Regular Interest SWAP-IO.
"REMIC VI": The segregated pool of assets consisting of the Class
SWAP-IO Interest conveyed in trust to the Trustee, for the benefit of the
Holders of REMIC VI Regular Interest SWAP-IO and the Class R-X Certificate (in
respect of the Class R-VI Interest), pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election is to
be made.
"REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of the Code, and related provisions, and proposed, temporary and
final regulations and published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.
"REMIC Regular Interest": Any REMIC I Regular Interest, REMIC II
Regular Interest, REMIC III Regular Interest, Class CE Interest, Class P
Interest, REMIC VI Regular Interest SWAP-IO.
"REMIC Remittance Rate": The REMIC I Remittance Rate or the REMIC II
Remittance Rate.
"Remittance Report": A report in form and substance that is acceptable
to the Trustee, the Guarantor and the NIMS Insurer on a magnetic disk or tape
prepared by the Master Servicer pursuant to Section 4.03 with such additions,
deletions and modifications as agreed to by the Trustee, the Guarantor and the
Master Servicer.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."
"REO Account": Each of the accounts maintained by the Master Servicer
in respect of an REO Property pursuant to Section 3.13, which account may be the
Collection Account subject to Section 3.13.
"REO Disposition": The sale or other disposition of an REO Property on
behalf of REMIC I.
"REO Imputed Interest": As to any REO Property, for any calendar month
during which such REO Property was at any time part of REMIC I, one month's
interest at the applicable Net Mortgage Rate on the Stated Principal Balance of
such REO Property (or, in the case of the first such calendar month, of the
related Mortgage Loan, if appropriate) as of the close of business on the
Distribution Date in such calendar month.
"REO Principal Amortization": With respect to any REO Property, for
any calendar month, the excess, if any, of (a) the aggregate of all amounts
received in respect of such REO Property during such calendar month, whether in
the form of rental income, sale proceeds (including, without limitation, that
portion of the Termination Price paid in connection with a purchase of all of
the Mortgage Loans and REO Properties pursuant to Section 9.01 that is allocable
to such REO Property) or otherwise, net of any portion of such amounts (i)
payable pursuant to Section 3.13(c) in respect of the proper operation,
management and maintenance of such REO Property or (ii) payable or reimbursable
to the Master Servicer pursuant to Section 3.13(d) for unpaid Servicing Fees in
respect of the related Mortgage Loan and unreimbursed Servicing Advances and
Advances in respect of such REO Property or the related Mortgage Loan, over (b)
the REO Imputed Interest in respect of such REO Property for such calendar
month.
"REO Property": A Mortgaged Property acquired by the Master Servicer
on behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.13.
"Request for Release": A release signed by a Servicing Officer, in the
form of Exhibit E attached hereto.
"Reserve Interest Rate": With respect to any Interest Determination
Date, the rate per annum that the Trustee determines to be either (i) the
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of
1/16%) of the one-month U.S. dollar lending rates which New York City banks
selected by the Trustee, with the consent of the Guarantor, are quoting on the
relevant Interest Determination Date to the principal London offices of leading
banks in the London interbank market or (ii) in the event that the Trustee can
determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate
which New York City banks selected by the Trustee, with the consent of the
Guarantor, are quoting on such Interest Determination Date to leading European
banks.
"Residential Dwelling": Any one of the following: (i) an attached or
detached one-family dwelling, (ii) a detached two- to four-family dwelling,
(iii) a one-family dwelling unit in a condominium project or (iv) a detached or
attached one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (unless such mobile or manufactured
home is defined as real property under applicable state law).
"Residual Certificate": Any one of the Class R Certificates or the
Class R-X Certificates.
"Residual Interest": The sole class of "residual interests" in a REMIC
within the meaning of Section 860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trustee, any
officer assigned to and working in the Corporate Trust Office or in a similar
group and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer's knowledge of and familiarity
with the particular subject.
"Scheduled Principal Balance": With respect to any Mortgage Loan: (a)
as of the Cut-off Date, the outstanding Stated Principal Balance of such
Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in which a Liquidation Event occurs with respect to such Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds received before such Due Date but after the Cut-off Date, net
of any portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Trust
Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was
acquired, minus the aggregate amount of REO Principal Amortization, if any, in
respect of such REO Property for all previously ended calendar months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such REO Property, zero.
"Seller": Ameriquest Mortgage Company, or its successor in interest,
in its capacity as seller under the Mortgage Loan Purchase Agreement.
"Senior Group I Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Group I Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
59.60% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the aggregate Stated Principal Balance of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $8,991,909.57.
"Senior Group II Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Group II Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
59.60% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the aggregate Stated Principal Balance of
the Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $3,008,103.77.
"Senior Interest Distribution Amount": With respect to any
Distribution Date and any Class A Certificate, an amount equal to the sum of (i)
the Interest Distribution Amount for such Distribution Date, (ii) the Interest
Carry Forward Amount, if any, and (iii) the Swap Interest Shortfall Amount, if
any.
"Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in connection with a default,
delinquency or other unanticipated event by the Master Servicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
in respect of a particular Mortgage Loan, (iii) the management (including
reasonable fees in connection therewith) and liquidation of any REO Property and
(iv) the performance of its obligations under Section 3.01, Section 3.04(d),
Section 3.08, Section 3.12 and Section 3.13. The Master Servicer shall not be
required to make any Nonrecoverable Servicing Advance in respect of a Mortgage
Loan or REO Property.
"Servicing Fee": With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest (or in the event of any
payment of interest which accompanies a Principal Prepayment in full made by the
Mortgagor during such calendar month, interest for the number of days covered by
such payment of interest) at the applicable Servicing Fee Rate on the same
principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.
"Servicing Fee Rate": 0.50% per annum.
"Servicing Officer": Any employee of the Master Servicer involved in,
or responsible for, the administration and servicing of the Mortgage Loans,
whose name and specimen signature appear on a list of Servicing Officers
furnished by the Master Servicer to the Trustee, the Guarantor and the Depositor
on the Closing Date, as such list may from time to time be amended.
"Servicing Standard": The standards set forth in the first paragraph
of Section 3.01.
"Servicing Transfer Date": With respect to the Mortgage Loans, July
21, 2005.
"Single Certificate": With respect to any Class of Certificates (other
than the Class P Certificates and the Residual Certificates), a hypothetical
Certificate of such Class evidencing a Percentage Interest for such Class
corresponding to an initial Certificate Principal Balance or Notional Amount of
$1,000. With respect to the Class P Certificates and the Residual Certificates,
a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in
such Class.
"S&P": Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., or its successor in interest.
"Special Servicer": As defined in Section 3.14(a).
"Specially Serviced Mortgage Loan": As defined in Section 3.14(a).
"Startup Day": With respect to each Trust REMIC, the day designated as
such pursuant to Section 10.01(b) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan: (a) as
of any date of determination up to but not including the Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to such Mortgage
Loan would be distributed, the outstanding principal balance of such Mortgage
Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the
sum of (i) the principal portion of each Monthly Payment due on a Due Date
subsequent to the Cut-off Date, to the extent received from the Mortgagor or
advanced by the Master Servicer and distributed pursuant to Section 4.01 on or
before such date of determination, (ii) all Principal Prepayments received after
the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.12, to the extent distributed pursuant to
Section 4.01 on or before such date of determination and (iv) any Realized Loss
incurred with respect thereto as a result of a Deficient Valuation made during
or prior to the Prepayment Period for the most recent Distribution Date
coinciding with or preceding such date of determination; and (b) as of any date
of determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, zero. With respect to any REO Property: (a) as of any date
of determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, and (ii) the
aggregate amount of REO Principal Amortization in respect of such REO Property
for all previously ended calendar months, to the extent distributed pursuant to
Section 4.01 on or before such date of determination; and (b) as of any date of
determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.
"Stepdown Date": The earlier to occur of (i) the first Distribution
Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (ii) the later to occur of (a) the
Distribution Date occurring in July 2008 and (b) the first Distribution Date on
which the Credit Enhancement Percentage for the Class A Certificates (calculated
for this purpose only after taking into account distributions of principal on
the Mortgage Loans but prior to any distribution of the Group I Principal
Distribution Amount, the Group II Principal Distribution Amount then entitled to
distributions of principal on such Distribution Date) is equal to or greater
than 40.40%.
"Sub-Servicer": Any Person with which the Master Servicer has entered
into a Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 6.06.
"Sub-Servicing Account": An account established by a Sub-Servicer
which meets the requirements set forth in Section 6.11 and is otherwise
acceptable to the Master Servicer.
"Sub-Servicing Agreement": The written contract between the Master
Servicer and a Sub-Servicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 6.06.
"Subsequent Recoveries": As of any Distribution Date, unexpected
amounts received by the Master Servicer (net of any related expenses permitted
to be reimbursed pursuant to Section 3.04) specifically related to a Mortgage
Loan that was the subject of a liquidation or an REO Disposition prior to the
related Prepayment Period that resulted in a Realized Loss.
"Substitution Shortfall Amount": As defined in Section 2.03(d).
"Swap Administration Agreement": As defined in Section 4.10(b).
"Swap Account": The account or accounts created and maintained
pursuant to Section 4.09. The Swap Account must be an Eligible Account.
"Swap Administrator": Xxxxx Fargo Bank, N.A., a national banking
association, or its successor in interest, or any successor Swap Administrator
appointed pursuant to the Swap Administration Agreement.
"Swap Interest Shortfall Amount": Any shortfall of interest with
respect to any Class of Certificates resulting from the application of the Net
WAC Pass-Through Rate due to a discrepancy between the Uncertificated Notional
Amount of the Class SWAP-IO Interest and the scheduled notional amount pursuant
to the Swap Administration Agreement.
"Swap LIBOR": A per annum rate equal to the floating rate payable by
the Swap Provider under the Swap Agreement.
"Swap Provider": Bear Xxxxxxx Financial Products Inc.
"Swap Provider Trigger Event": A Swap Termination Payment that is
triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement
with respect to which the Swap Provider is a Defaulting Party (as defined in the
Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate
Swap Agreement with respect to which the Swap Provider is the sole Affected
Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional
Termination Event under the Interest Rate Swap Agreement with respect to which
the Swap Provider is the sole Affected Party.
"Swap Termination Payment": The payment due under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap Agreement.
"Tax Returns": The federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC in the Trust Fund due to its classification
as a REMIC under the REMIC Provisions, together with any and all other
information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
"Telerate Page 3750": The display designated as page "3750" on the
Moneyline Telerate (or such other page as may replace page 3750 on that report
for the purpose of displaying London interbank offered rates of major banks).
"Termination Price": As defined in Section 9.01.
"Terminator": As defined in Section 9.01.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
"Trigger Event": A Trigger Event is in effect with respect to a
Distribution Date on and after the Stepdown Date if:
(a) the Delinquency Percentage for the Mortgage Loans exceeds the
applicable percentages of the Credit Enhancement Percentage for the prior
Distribution Date as set forth below for the most senior Class of Certificates
then outstanding:
CLASS PERCENTAGE
---------------- ------------------------------
A 41.00%
M-1 48.86%
M-2 59.80%
M-3 69.31%
M-4 81.20%
M-5 96.30%
M-6 115.83%
M-7 141.57%
M-8 178.11%
M-9 226.90%
M-10 324.78%
M-11 637.08%
or
(b) the Cumulative Loss Percentage exceeds the applicable percentages set
forth below with respect to such Distribution Date:
DISTRIBUTION DATE OCCURRING IN PERCENTAGE
-------------------------------- ----------------------------------------------
July 2007 through June 2008 1.45% for the first month plus an additional
1/12th of 1.80% for each month thereafter
July 2008 through June 2009 3.25% for the first month plus an additional
1/12th of 1.85% for each month thereafter
July 2009 through June 2010 5.10% for the first month plus an additional
1/12th of 1.10% for each month thereafter
July 2010 through June 2011 6.60% for the first month plus an additional
1/12th of 0.85% for each month thereafter
July 2011 and thereafter 7.45%
"Trust Fund": Collectively, all of the assets of each Trust REMIC, any
Master Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carryover
Reserve Account, distributions made to the Trustee by the Swap Administrator
under the Swap Administration Agreement and the Swap Account.
"Trust REMIC": Each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
and REMIC VI.
"Trustee": Xxxxx Fargo Bank, N.A., a national banking association, or
its successor in interest, or any successor Trustee appointed as herein
provided.
"Uncertificated Balance": The amount of any REMIC Regular Interest
(other than REMIC II Regular Interest II-IO) outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of each REMIC
Regular Interest (other than REMIC II Regular Interest II-IO) shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated balance. On each Distribution Date, the Uncertificated Balance of
each REMIC Regular Interest (other than REMIC II Regular Interest II-IO) shall
be reduced by all distributions of principal made on such REMIC Regular Interest
on such Distribution Date pursuant to Section 4.01 and, if and to the extent
necessary and appropriate, shall be further reduced on such Distribution Date by
Realized Losses as provided in Section 4.04. The Uncertificated Balance of REMIC
II Regular Interest II-LTZZ shall be increased by interest deferrals as provided
in Section 4.01(a)(1). The Uncertificated Balance of each REMIC Regular Interest
shall never be less than zero.
"Uncertificated Interest": With respect to any REMIC Regular Interest
for any Distribution Date, one month's interest at the REMIC Remittance Rate
applicable to such REMIC Regular Interest for such Distribution Date, accrued on
the Uncertificated Balance or Uncertificated Notional Amount thereof immediately
prior to such Distribution Date. Uncertificated Interest in respect of any REMIC
Regular Interest shall accrue on the basis of a 360-day year consisting of
twelve 30-day months. Uncertificated Interest with respect to each Distribution
Date, as to any REMIC Regular Interest, shall be reduced by an amount equal to
the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not covered by payments pursuant to Section
4.03(e) and (b) the aggregate amount of any Relief Act Interest Shortfall, if
any, allocated, in each case, to such REMIC Regular Interest pursuant to Section
1.02. In addition, Uncertificated Interest with respect to each Distribution
Date, as to any REMIC Regular Interest shall be reduced by Realized Losses, if
any, allocated to such REMIC Regular Interest pursuant to Section 1.02 and
Section 4.04.
"Uncertificated Notional Amount": With respect to REMIC II Regular
Interest IO and each Distribution Date listed below, the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests ending with
the designation "A" listed below:
DISTRIBUTION
DATE REMIC I REGULAR INTERESTS
----------------- ----------------------------------------------------------
1 I-1-A through I-52-A and II-1-A through II-52-A
2 I-2-A through I-52-A and II-2-A through II-52-A
3 I-3-A through I-52-A and II-3-A through II-52-A
4 I-4-A through I-52-A and II-4-A through II-52-A
5 I-5-A through I-52-A and II-5-A through II-52-A
6 I-6-A through I-52-A and II-6-A through II-52-A
7 I-7-A through I-52-A and II-7-A through II-52-A
8 I-8-A through I-52-A and II-8-A through II-52-A
9 I-9-A through I-52-A and II-9-A through II-52-A
10 I-10-A through I-52-A and II-10-A through II-52-A
11 I-11-A through I-52-A and II-11-A through II-52-A
12 I-12-A through I-52-A and II-12-A through II-52-A
13 I-13-A through I-52-A and II-13-A through II-52-A
14 I-14-A through I-52-A and II-14-A through II-52-A
15 I-15-A through I-52-A and II-15-A through II-52-A
16 I-16-A through I-52-A and II-16-A through II-52-A
17 I-17-A through I-52-A and II-17-A through II-52-A
18 I-18-A through I-52-A and II-18-A through II-52-A
19 I-19-A through I-52-A and II-19-A through II-52-A
20 I-20-A through I-52-A and II-20-A through II-52-A
21 I-21-A through I-52-A and II-21-A through II-52-A
22 I-22-A through I-52-A and II-22-A through II-52-A
23 I-23-A through I-52-A and II-23-A through II-52-A
24 I-24-A through I-52-A and II-24-A through II-52-A
25 I-25-A through I-52-A and II-25-A through II-52-A
26 I-26-A through I-52-A and II-26-A through II-52-A
27 I-27-A through I-52-A and II-27-A through II-52-A
28 I-28-A through I-52-A and II-28-A through II-52-A
29 I-29-A through I-52-A and II-29-A through II-52-A
30 I-30-A through I-52-A and II-30-A through II-52-A
31 I-31-A through I-52-A and II-31-A through II-52-A
32 I-32-A through I-52-A and II-32-A through II-52-A
33 I-33-A through I-52-A and II-33-A through II-52-A
34 I-34-A through I-52-A and II-34-A through II-52-A
35 I-35-A through I-52-A and II-35-A through II-52-A
36 I-36-A through I-52-A and II-36-A through II-52-A
37 I-37-A through I-52-A and II-37-A through II-52-A
38 I-38-A through I-52-A and II-38-A through II-52-A
39 I-39-A through I-52-A and II-39-A through II-52-A
40 I-40-A through I-52-A and II-40-A through II-52-A
41 I-41-A through I-52-A and II-41-A through II-52-A
42 I-42-A through I-52-A and II-42-A through II-52-A
43 I-43-A through I-52-A and II-43-A through II-52-A
44 I-44-A through I-52-A and II-44-A through II-52-A
45 I-45-A through I-52-A and II-45-A through II-52-A
46 I-46-A through I-52-A and II-46-A through II-52-A
47 I-47-A through I-52-A and II-47-A through II-52-A
48 I-48-A through I-52-A and II-48-A through II-52-A
49 I-49-A through I-52-A and II-49-A through II-52-A
50 I-50-A through I-52-A and II-50-A through II-52-A
51 I-51-A and I-52-A and II-51-A and II-52-A
52 I-52-A and II-52-A
thereafter $0.00
With respect to the Class IO Interest and any Distribution Date, an
amount equal to the Uncertificated Notional Amount of the REMIC II Regular
Interest II-IO.
"Underwriters": Each of the Citigroup Global Markets Inc., Countrywide
Securities Corporation, Greenwich Capital Markets, Inc. and X.X Xxxxxx
Securities Inc.
"Underwriters' Exemption": As defined in the Prospectus Supplement.
"Uninsured Cause": Any cause of damage to a Mortgaged Property such
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.08.
"United States Person": A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations);
provided that, solely for purposes of the restrictions on the transfer of
Residual Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United
States Person unless all persons that own an interest in such partnership either
directly or through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable operative agreement
to be United States Persons, or an estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.
"Value": With respect to any Mortgaged Property, the lesser of (i) the
value thereof as determined by an appraisal made for the originator of the
Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
who met the minimum requirements of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, and (ii) the purchase price paid for the related
Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan,
provided, however, in the case of a Refinanced Mortgage Loan, such value of the
Mortgaged Property is based solely upon the value determined by an appraisal
made for the originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who met the minimum
requirements of the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 or, subject to the applicable Originator's underwriting guidelines, an
insured automated valuation model.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date of
determination, 98% of all Voting Rights shall be allocated among the Holders of
the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights shall be
allocated to the Holders of the Class P Certificates and 1% of all Voting Rights
shall be allocated among the Holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.
SECTION 1.02. Allocation of Certain Interest Shortfalls.
For purposes of calculating the amount of Uncertificated Interest for
the REMIC I Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 4.03(e)) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group I shall be allocated
first, to REMIC I Regular Interest I and to the REMIC I Group I Regular
Interests ending with the designation "B", PRO RATA based on, and to the extent
of, one month's interest at the then applicable respective REMIC I Remittance
Rates on the respective Uncertificated Principal Balances of each such REMIC I
Regular Interest , and then, to REMIC I Group I Regular Interests ending with
the designation "A", pro rata based on, and to the extent of, one month's
interest at the then applicable respective REMIC I Remittance Rates on the
respective Uncertificated Principal Balances of each such REMIC I Regular
Interest. For purposes of calculating the amount of Uncertificated Interest for
the REMIC I Group II Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 4.03(e)) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group II shall be allocated
first, to REMIC I Regular Interest II and to the REMIC I Group II Regular
Interests ending with the designation "B", PRO RATA based on, and to the extent
of, one month's interest at the then applicable respective REMIC I Remittance
Rates on the respective Uncertificated Principal Balances of each such REMIC I
Regular Interest , and then, to REMIC I Group II Regular Interests ending with
the designation "A", pro rata based on, and to the extent of, one month's
interest at the then applicable respective REMIC I Remittance Rates on the
respective Uncertificated Principal Balances of each such REMIC I Regular
Interest.
For purposes of calculating the amount of Uncertificated Interest for
the REMIC II Regular Interests for any Distribution Date:
(A) The REMIC II Marker Allocation Percentage of the aggregate amount
of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 4.03(e)) and the REMIC
II Marker Allocation Percentage of any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall
be allocated among REMIC II Regular Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular Interest II-LTA1C, REMIC II Regular
Interest II-LTA1D, REMIC II Regular Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular
Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10, REMIC II Regular Interest II-LTM11 and REMIC II Regular
Interest II-LTZZ, on a PRO RATA basis based on, and to the extent of, one
month's interest at the then applicable respective REMIC II Remittance Rate
on the respective Uncertificated Balance of each such REMIC II Regular
Interest; and
(B) The REMIC II Sub WAC Allocation Percentage of the aggregate amount
of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 4.03(e)) and the REMIC
II Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall
be allocated to Uncertificated Interest payable to REMIC II Regular
Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II Regular
Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP and REMIC II
Regular Interest II-LTXX, on a PRO RATA basis based on, and to the extent
of, one month's interest at the then applicable respective REMIC II
Remittance Rate on the respective Uncertificated Balance of each such REMIC
II Regular Interest.
SECTION 1.03. Rights of the Guarantor and the NIMS Insurer.
(a) Each of the rights of the NIMS Insurer set forth in this Agreement
shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain
payments of notes issued pursuant to an Indenture (the "Insured Notes") and (ii)
any series of Insured Notes issued pursuant to one or more Indentures remain
outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of
payment on such Insured Notes; provided, however, the NIMS Insurer shall not
have any rights hereunder (except pursuant to Section 11.01 in the case of
clause (ii) below) during the period of time, if any, that (i) the NIMS Insurer
has not undertaken to guarantee certain payments of Insured Notes issued
pursuant to the Indenture or (ii) any default has occurred and is continuing
under the insurance policy issued by the NIMS Insurer with respect to such
Insured Notes. If and when (i) no Insured Notes remain outstanding, (ii) any
Guaranteed Certificates remain outstanding and (iii) no default under the
Guaranty shall have occurred and be continuing, the Guarantor shall be entitled
to exercise the rights of the NIMS Insurer set forth in this Agreement.
(b) In addition to the specific rights of the NIMS Insurer and the
Guarantor identified in this Agreement but subject to the provisions of Section
8.01(iii) and Section 8.02(a)(v), the NIMS Insurer or the Guarantor (as provided
in Section 1.03(c)) shall have the right to direct the Trustee relating to the
exercise of any remedy available to the Trustee or the exercise of any power
conferred on the Trustee pursuant to this Agreement. Notwithstanding anything to
the contrary anywhere in this Agreement, all rights of the Guarantor hereunder,
except any rights to indemnification, shall permanently terminate upon the later
to occur of (A) such time as the Guaranteed Certificates shall no longer be
outstanding and (B) the payment in full to the Guarantor of any amounts owed to
the Guarantor in respect of its guarantee of payment on the Guaranteed
Certificates; provided that the Guarantor shall not have any rights hereunder,
except indemnification rights, so long as any default has occurred and is
continuing under the Guaranty.
(c) The rights of the NIMS Insurer or the Guarantor referenced in
Sections 1.03(b), 3.02, 6.04, 6.06(a), 6.07, 7.01, 7.02(a), 7.04, 8.07 and 8.10
of this Agreement shall be applied as follows:
(i) In the event that the Class M-10 Certificates are rated at least
"BBB-" (in the case of Fitch and/or S&P) or "Ba1" (in the case of Xxxxx'x)
by at least two of the three Rating Agencies, the NIMS Insurer shall have
the right to act, after consultation with the Guarantor;
(ii) In the event that (x) the rating of the Class M-10 Certificates
is reduced by two of the three Rating Agencies to less than "BBB-" or "Ba1"
and (y) the Certificate Principal Balance of the Class M-11 Certificates is
greater than zero or the Overcollateralized Amount is greater than zero,
the NIMS Insurer and the Guarantor each shall have the right to act, upon
the receipt of the reasonable consent of the other;
(iii) In the event that (x) the rating of the Class M-10 Certificates
is reduced by two of the three Rating Agencies to less than "BBB-" or "Ba1"
and (y) each of the Certificate Principal Balance of the Class M-11
Certificates and the Overcollateralized Amount is equal to zero, the
Guarantor shall have the sole right to act; and
(iv) In the event that (x) no Guaranteed Certificates remain
outstanding, (y) all amounts owed to the Guarantor have been paid in full
and (z) any Insured Notes remain outstanding, then notwithstanding clauses
(i) through (iii) hereof, the NIMS Insurer will have the sole right to act.
The Guarantor and the NIMS Insurer shall promptly consult each other
with regard to the rights referred to in this Section. If this consultation
would create a delay that would have a material adverse effect on this
transaction, each party may act individually with respect to their rights and
consult with the other party after such action has been taken. Any consents
required between the NIMS Insurer and the Guarantor shall not be unreasonably
withheld or delayed.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to the Mortgage Loans identified on the
Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan
Purchase Agreement, all other assets included or to be included in REMIC I,
payments made to the Trustee by the Swap Administrator under the Swap
Administration Agreement and the Swap Account. Such assignment includes all
interest and principal received by the Depositor or the Master Servicer on or
with respect to the Mortgage Loans (other than payments of principal and
interest due on such Mortgage Loans on or before the Cut-off Date). The
Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan
Purchase Agreement and the Trustee, on behalf of the Certificateholders,
acknowledges receipt of the same.
In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with the Custodian on behalf of the Trustee the
following documents or instruments with respect to each Mortgage Loan so
transferred and assigned, and the Depositor shall, in accordance with Section
2.09, deliver or cause to be delivered to the Custodian, the following documents
or instruments (a "Mortgage File"):
(i) the original Mortgage Note, endorsed in blank, without recourse,
or in the following form: "Pay to the order of Xxxxx Fargo Bank, N.A., as
Trustee under the applicable agreement, without recourse," with all prior
and intervening endorsements showing a complete chain of endorsement from
the originator to the Person so endorsing to the Trustee, or with respect
to any lost Mortgage Note, an original Lost Note Affidavit; provided
however, that such substitutions of Lost Note Affidavits for original
Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate
Cut-off Date Principal Balance of which is less than or equal to 2.00% of
the Pool Balance as of the Cut-off Date;
(ii) the original Mortgage, with evidence of recording thereon, and a
copy, certified by the appropriate recording office, of the recorded power
of attorney, if the Mortgage was executed pursuant to a power of attorney,
with evidence of recording thereon;
(iii) an original Assignment assigned in blank, without recourse;
(iv) the original recorded intervening Assignment or Assignments
showing a complete chain of assignment from the originator to the Person
assigning the Mortgage to the Trustee as contemplated by the immediately
preceding clause (iii) or the original unrecorded intervening Assignments;
(v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and
(vi) the original lender's title insurance policy or an attorney's
opinion of title or similar guarantee of title acceptable to mortgage
lenders generally in the jurisdiction where the Mortgaged Property is
located, together with all endorsements or riders which were issued with or
subsequent to the issuance of such policy, or in the event such original
title policy is unavailable, a written commitment or uniform binder or
preliminary report of title issued by the title insurance or escrow
company.
If any of the documents referred to in Sections 2.01(ii), (iii) or
(iv) above has as of the Closing Date been submitted for recording but either
(x) has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such
document, the obligations of the Depositor to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate
Custodian on behalf of the Trustee, of a copy of each such document certified by
the applicable Originator in the case of (x) above or the applicable public
recording office in the case of (y) above to be a true and complete copy of the
original that was submitted for recording and (2) if such copy is certified by
the applicable Originator, delivery to the Trustee, or to the appropriate
Custodian on behalf of the Trustee, promptly upon receipt thereof of either the
original or a copy of such document certified by the applicable public recording
office to be a true and complete copy of the original. If the original lender's
title insurance policy was not delivered pursuant to Section 2.01(vi) above, the
Depositor shall deliver or cause to be delivered to the Trustee, or to the
appropriate Custodian on behalf of the Trustee, promptly after receipt thereof,
the original lender's title insurance policy. The Depositor shall deliver or
cause to be delivered to the Trustee, or to the appropriate Custodian on behalf
of the Trustee, promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption or modification of any Mortgage Loan.
The Seller shall promptly (and in no event later than thirty (30)
Business Days, subject to extension upon a mutual agreement between the Seller
and the Trustee, following the later of (i) the Closing Date, (ii) the date on
which the Seller receives the Assignment from the Custodian and (iii) the date
of receipt by the Master Servicer of the recording information for a Mortgage)
submit or cause to be submitted for recording, at no expense to the Trust Fund
or the Trustee, in the appropriate public office for real property records, each
Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute
each original Assignment referred to in Section 2.01(iii) above in the following
form: "Xxxxx Fargo Bank, N.A., as Trustee under the applicable agreement." In
the event that any such Assignment is lost or returned unrecorded because of a
defect therein, the Seller shall promptly prepare or cause to be prepared a
substitute Assignment or cure or cause to be cured such defect, as the case may
be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, so long as
recordation of an Assignment is not necessary to protect the Trustee's and the
Certificateholders' interests in the related Mortgage Loan under the laws of the
jurisdiction in which the related Mortgaged Property is located, as evidenced by
an Opinion of Counsel reasonable satisfactory to the Guarantor, the Assignments
shall not be required to be submitted for recording (except with respect to any
Mortgage Loan located in Maryland) unless such failure to record would result in
a withdrawal or a downgrading by any Rating Agency of the rating on any Class of
Certificates; provided further, however, each Assignment shall be submitted for
recording by the Seller in the manner described above, at no expense to the
Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable
direction by Holders of Certificates entitled to at least 25% of the Voting
Rights, the Guarantor or the NIMS Insurer, (ii) [reserved], (iii) the occurrence
of a bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a
servicing transfer as described in Section 7.02 hereof and (v) with respect to
any one Assignment or Mortgage, the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related Mortgage.
Notwithstanding the foregoing, if the Seller is unable to pay the cost of
recording the Assignments, such expense shall be paid by the Trustee and shall
be reimbursable to the Trustee as an Extraordinary Trust Fund Expense.
All original documents relating to the Mortgage Loans that are not
delivered to the Trustee, or to the appropriate Custodian on behalf of the
Trustee, are and shall be held by or on behalf of the Seller, the Depositor or
the Master Servicer, as the case may be, in trust for the benefit of the Trustee
on behalf of the Certificateholders. In the event that any such original
document is required pursuant to the terms of this Section to be a part of a
Mortgage File, such document shall be delivered promptly to the Trustee, or to
the appropriate Custodian on behalf of the Trustee. Any such original document
delivered to or held by the Depositor that is not required pursuant to the terms
of this Section to be a part of a Mortgage File, shall be delivered promptly to
the Master Servicer.
The parties hereto understand and agree that it is not intended that
any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as
defined by HOEPA or any other applicable predatory or abusive lending laws.
SECTION 2.02. Acceptance of REMIC I by the Trustee.
Subject to the provisions of Section 2.01 and subject to any
exceptions noted on the exception report described in the next paragraph below,
the Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to
a Custodial Agreement, receipt by the respective Custodian as the duly appointed
agent of the Trustee) of the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(v)) above and all interests and all
other assets included in the definition of "REMIC I" under clauses (i), (iii),
(iv) and (v) (to the extent of amounts deposited into the Distribution Account)
and declares that it, or such Custodian as its agent, holds and shall hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or shall hold all such assets and such other assets included
in the definition of "REMIC I" in trust for the exclusive use and benefit of all
present and future Certificateholders.
On or prior to the Closing Date, the Trustee agrees, for the benefit
of the Certificateholders, to execute and deliver (or cause the Custodian to
execute and deliver) to the Depositor, the Guarantor and the NIMS Insurer an
acknowledgment of receipt of the Mortgage Note (with any exceptions noted),
substantially in the form attached as Exhibit C-3 hereto.
The Trustee agrees, for the benefit of the Certificateholders, to
review (or cause a Custodian on its behalf to review) each Mortgage Note within
45 days of the Closing Date and to certify in substantially the form attached
hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the
Initial Certification attached to the Custodial Agreement) to the Depositor, the
Master Servicer, the Guarantor and the NIMS Insurer, if any, that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the
related borrower and relate to such Mortgage Loan, (iii) based on its or the
Custodian's examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee or such Custodian was
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine whether they
are genuine, enforceable, or appropriate for the represented purpose or whether
they have actually been recorded or that they are other than what they purport
to be on their face or (ii) to determine whether any Mortgage File should
include any of the documents specified in clause (v) of Section 2.01.
Prior to the first anniversary date of this Agreement the Trustee
shall deliver (or cause the Custodian to deliver) to the Depositor, the Master
Servicer, the Guarantor and the NIMS Insurer a final certification in the form
annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver to the
Trustee, the Depositor, the Master Servicer, the Guarantor and the NIMS Insurer
a final certification in the form attached to the Custodial Agreement)
evidencing the completeness of the Mortgage Files, with any applicable
exceptions noted thereon, with respect to all of the Mortgage Loans. Upon the
request of the Master Servicer or the Guarantor, any exception report related to
the final certification shall be provided in an electronic computer readable
format as mutually agreed upon by the Master Servicer and the Trustee (or the
Custodian on behalf of the Trustee).
If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
or any Custodian finds any document or documents constituting a part of a
Mortgage File to be missing, mutilated, torn or defaced or does not conform to
the requirements identified above, at the conclusion of its review the Trustee
(or the Custodian on behalf of the Trustee) shall so notify the Depositor, the
Guarantor, the NIMS Insurer and the Master Servicer. In addition, upon the
discovery by the Depositor, the Guarantor, the NIMS Insurer, the Master Servicer
or the Trustee of a breach of any of the representations and warranties made by
the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage
Loan which materially adversely affects such Mortgage Loan or the interests of
the related Certificateholders in such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties.
The Trustee (or the Custodian on behalf of the Trustee) shall, at the
written request and expense of any Certificateholder, Certificate Owner or the
Guarantor, provide a written report to such Certificateholder, Certificate Owner
or the Guarantor, of all Mortgage Files released to the Master Servicer for
servicing purposes.
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the
Seller or the Depositor; Payment of Prepayment
Charge Payment Amounts.
(a) Upon discovery or receipt of notice (including notice under
Section 2.02) of any materially defective document in, or that a document is
missing from, the Mortgage File or of the breach by the Seller of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders, the
Trustee shall promptly notify the Seller, the NIMS Insurer, the Guarantor and
the Master Servicer of such defect, missing document or breach and request that
the Seller deliver such missing document or cure such defect or breach within 90
days from the date the Seller had knowledge or was notified of such missing
document, defect or breach, and if the Seller does not deliver such missing
document or cure such defect or breach in all material respects during such
period, the Trustee shall enforce the obligations of the Seller under the
Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I
at the Purchase Price within 90 days after the date on which the Seller was
notified (subject to Section 2.03(d)) of such missing document, defect or
breach, if and to the extent that the Seller is obligated to do so under the
Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
Mortgage Loan shall be deposited in the Collection Account, and the Trustee (or
the Custodian on behalf of the Trustee), upon receipt of written certification
from the Master Servicer of such deposit, shall release to the Seller the
related Mortgage File and shall request the Trustee to (and the Trustee (or the
Custodian on behalf of the Trustee) shall) execute and deliver such instruments
of transfer or assignment, in each case without recourse, as the Seller shall
furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan
released pursuant hereto, and the Trustee shall not have any further
responsibility with regard to such Mortgage File. In lieu of repurchasing any
such Mortgage Loan as provided above, if so provided in the Mortgage Loan
Purchase Agreement, the Seller may cause such Mortgage Loan to be removed from
REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute
one or more Qualified Substitute Mortgage Loans in the manner and subject to the
limitations set forth in Section 2.03(c). It is understood and agreed that the
obligation of the Seller to cure or to repurchase (or to substitute for) any
Mortgage Loan as to which a document is missing, a material defect in a document
exists or as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such omission, defect or breach available
to the Trustee on behalf of the Certificateholders. Notwithstanding the
foregoing, if either the Seller or the Depositor is liable for a breach under
this Section 2.03, it shall promptly reimburse the Guarantor for all expenses
incurred by the Guarantor in respect of enforcing the remedies for such breach.
(b) (i) Promptly upon the earlier of discovery by the Master Servicer
or receipt of notice by the Master Servicer of the breach of any representation,
warranty or covenant of the Master Servicer set forth in Section 2.05, which
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the Master Servicer shall cure such breach in all material
respects.
(ii) Notwithstanding the provisions of Section 2.03(b)(i) above,
on the later of (x) the Master Servicer Remittance Date next following the
earlier of discovery by the Master Servicer or receipt of notice by the Master
Servicer of the breach of the covenant made by the Master Servicer in Section
2.05(viii), which breach materially and adversely affects the interests of the
Holders of the Class P Certificates to any Prepayment Charge and (y) the Master
Servicer Remittance Date next following the Prepayment Period relating to such a
breach, the Master Servicer shall deposit into the Collection Account, as a
Master Servicer Prepayment Charge Payment Amount, the amount of the waived
Prepayment Charge.
(c) Any substitution of Qualified Substitute Mortgage Loans for
Deleted Mortgage Loans made pursuant to Section 2.03(a), in the case of the
Seller, or Section 2.03(b), in the case of the Depositor, must be effected prior
to the date which is two years after the Startup Day for REMIC I.
As to any Deleted Mortgage Loan for which the Seller or the Depositor
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Seller or the Depositor, as the case may be, delivering
to the Trustee (or the Custodian on behalf of the Trustee), for such Qualified
Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the
Assignment to the Trustee, and such other documents and agreements, with all
necessary endorsements thereon, as are required by Section 2.01, together with
an Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Trustee (or the Custodian on behalf of the Trustee) shall acknowledge receipt
for such Qualified Substitute Mortgage Loan or Loans and, within ten Business
Days thereafter, review such documents as specified in Section 2.02 and deliver
to the Depositor, the Guarantor, the NIMS Insurer, the Trustee and the Master
Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit C-1, with any
applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee (or the Custodian on behalf of the Trustee) shall
deliver to the Depositor, the Guarantor, the NIMS Insurer and the Master
Servicer a certification substantially in the form of Exhibit C-2 hereto with
respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable
exceptions noted thereon. Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution are not part of REMIC I
and shall be retained by the Depositor or the Seller, as the case may be. For
the month of substitution, distributions to Certificateholders shall reflect the
Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in
the month of substitution, and the Depositor or the Seller, as the case may be,
shall thereafter be entitled to retain all amounts subsequently received in
respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be
given written notice to the Certificateholders, the Guarantor, the NIMS Insurer
that such substitution has taken place, shall amend the Mortgage Loan Schedule
and, if applicable, the Prepayment Charge Schedule, to reflect the removal of
such Deleted Mortgage Loan from the terms of this Agreement and the substitution
of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of
such amended Mortgage Loan Schedule to the Trustee, the Guarantor and the NIMS
Insurer. Upon such substitution, such Qualified Substitute Mortgage Loan or
Loans shall constitute part of the Mortgage Pool and shall be subject in all
respects to the terms of this Agreement and, in the case of a substitution
effected by the Seller, the Mortgage Loan Purchase Agreement, including all
applicable representations and warranties thereof.
For any month in which the Depositor or the Seller substitutes one or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Master Servicer shall determine the amount (the "Substitution Shortfall
Amount"), if any, by which the aggregate Purchase Price of all such Deleted
Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute
Mortgage Loan, the Scheduled Principal Balance thereof as of the date of
substitution, together with one month's interest on such Scheduled Principal
Balance at the applicable Net Mortgage Rate. On the date of such substitution,
the Depositor or the Seller, as the case may be, shall deliver or cause to be
delivered to the Master Servicer for deposit in the Collection Account an amount
equal to the Substitution Shortfall Amount, if any, and the Trustee, upon
receipt of the related Qualified Substitute Mortgage Loan or Loans and
certification by the Master Servicer of such deposit, shall cause the Custodian
to release to the Depositor or the Seller, as the case may be, the related
Mortgage File or Files and shall request the Trustee to (and the Trustee (or the
Custodian on behalf of the Trustee) execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Depositor or the
Seller, as the case may be, shall deliver to it and as shall be necessary to
vest therein any Deleted Mortgage Loan released pursuant hereto.
In addition, the Depositor or the Seller, as the case may be, shall
obtain at its own expense and deliver to the Trustee, the NIMS Insurer and the
Guarantor an Opinion of Counsel to the effect that such substitution shall not
cause (a) any federal tax to be imposed on any Trust REMIC, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
(d) Upon discovery by the Depositor, the Guarantor, the NIMS Insurer,
the Seller, the Master Servicer or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business Days give
written notice thereof to the other parties. In connection therewith, the Seller
or the Depositor shall repurchase or, subject to the limitations set forth in
Section 2.03(c), substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made by the Seller. Any such repurchase or substitution
shall be made in the same manner as set forth in Section 2.03(a). The Trustee
shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage
Loan to be released pursuant hereto in the same manner, and on the same terms
and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.
SECTION 2.04. [Reserved].
SECTION 2.05. Representations, Warranties and Covenants of the
Master Servicer.
The Master Servicer hereby represents, warrants and covenants to the
Trustee, for the benefit of each of the Trustee, the Certificateholders, the
Guarantor and to the Depositor that as of the Closing Date or as of such date
specifically provided herein:
(i) The Master Servicer is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of Texas
and is duly authorized and qualified to transact any and all business
contemplated by this Agreement to be conducted by the Master Servicer in
any state in which a Mortgaged Property is located or is otherwise not
required under applicable law to effect such qualification and, in any
event, is in compliance with the doing business laws of any such State, to
the extent necessary to ensure its ability to enforce each Mortgage Loan
and to service the Mortgage Loans in accordance with the terms of this
Agreement;
(ii) The Master Servicer has the full power and authority to service
each Mortgage Loan, and to execute, deliver and perform, and to enter into
and consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Master
Servicer the execution, delivery and performance of this Agreement; and
this Agreement, assuming the due authorization, execution and delivery
thereof by the Depositor and the Trustee, constitutes a legal, valid and
binding obligation of the Master Servicer, enforceable against the Master
Servicer in accordance with its terms, except to the extent that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought;
(iii) The execution and delivery of this Agreement by the Master
Servicer, the servicing of the Mortgage Loans by the Master Servicer
hereunder, the consummation of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the terms hereof
are in the ordinary course of business of the Master Servicer and shall not
(A) result in a breach of any term or provision of the organizational
documents of the Master Servicer or (B) conflict with, result in a breach,
violation or acceleration of, or result in a default under, the terms of
any other material agreement or instrument to which the Master Servicer is
a party or by which it may be bound, or any statute, order or regulation
applicable to the Master Servicer of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Master Servicer; and the Master Servicer is not a party to, bound by, or in
breach or violation of any indenture or other agreement or instrument, or
subject to or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the
Master Servicer's knowledge, would in the future materially and adversely
affect, (x) the ability of the Master Servicer to perform its obligations
under this Agreement or (y) the business, operations, financial condition,
properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer is an approved seller/servicer for Xxxxxx Xxx
or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to
Section 203 and Section 211 of the National Housing Act;
(v) No litigation is pending against the Master Servicer that would
materially and adversely affect the execution, delivery or enforceability
of this Agreement or the ability of the Master Servicer to service the
Mortgage Loans or to perform any of its other obligations hereunder in
accordance with the terms hereof;
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Master Servicer of, or compliance by the Master Servicer
with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for such consents, approvals, authorizations or
orders, if any, that have been obtained prior to the Closing Date;
(vii) The Master Servicer shall furnish, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information
company or their successors on a monthly basis;
(viii) The Master Servicer shall not waive any Prepayment Charge or
part of a Prepayment Charge unless, (i) the enforceability thereof shall
have been limited by bankruptcy, insolvency, moratorium, receivership and
other similar laws relating to creditors' rights generally or (ii) the
collectability thereof shall have been limited due to acceleration in
connection with a foreclosure or other involuntary payment or otherwise
limited or prohibited by applicable law or (iii) in the Master Servicer's
reasonable judgment as described in Section 3.01 hereof, (x) such waiver
relates to a default or a reasonably foreseeable default, (y) such waiver
would maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and related Mortgage Loan and (z) doing so is
standard and customary in servicing similar Mortgage Loans (including any
waiver of a Prepayment Charge in connection with a refinancing of a
Mortgage Loan that is related to a default or a reasonably foreseeable
default). In no event shall the Master Servicer waive a Prepayment Charge
in connection with a refinancing of a Mortgage Loan that is not related to
a default or a reasonably foreseeable default;
(ix) The information set forth in the monthly tape provided to the
Trustee or any of its Affiliates is true and correct in all material
respects; and
(x) The Master Servicer shall transmit full-file credit reporting data
for each Mortgage Loan pursuant to Xxxxxx Xxx Guide Announcement 95-19 and
that for each Mortgage Loan, Master Servicer agrees it shall report one of
the following statuses each month as follows: new origination, current,
delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.
It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Trustee or to the Custodian, as the case may be, and shall inure to
the benefit of the Trustee, the Depositor and the Certificateholders. Upon
discovery by any of the Depositor, the NIMS Insurer, the Guarantor, the Master
Servicer or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan, Prepayment Charge or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two Business Days following such discovery)
to the Guarantor, the NIMS Insurer and the Trustee. Subject to Section 7.01, the
obligation of the Master Servicer set forth in Section 2.03(b) to cure breaches
(or in the case of the representations, warranties and covenants set forth in
Section 2.05(viii) above, to otherwise remedy such breaches pursuant to Section
2.03(b)) shall constitute the sole remedies against the Master Servicer
available to the Certificateholders, the Depositor, the Guarantor or the Trustee
on behalf of the Certificateholders respecting a breach of the representations,
warranties and covenants contained in this Section 2.05.
SECTION 2.06. Issuance of the REMIC I Regular Interests and the
Class R-I Interest.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery to it or the Custodian of the Mortgage Files, subject to the
provisions of Section 2.01 and Section 2.02, together with the assignment to it
of all other assets included in REMIC I, the receipt of which is hereby
acknowledged. Concurrently with such assignment and delivery and in exchange
therefor, the Trustee, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered to or
upon the order of the Depositor, the Class R-I Interest in authorized
denominations. The interests evidenced by the Class R-I Interest, together with
the REMIC I Regular Interests, constitute the entire beneficial ownership
interest in REMIC I. The rights of the Class R Certificateholders and REMIC II
(as holder of the REMIC I Regular Interests) to receive distributions from the
proceeds of REMIC I in respect of the Class R-I Interest and the REMIC I Regular
Interests, respectively, and all ownership interests evidenced or constituted by
the Class R-I Interest and the REMIC I Regular Interests, shall be as set forth
in this Agreement.
SECTION 2.07. Conveyance of the REMIC I Regular Interests;
Acceptance of REMIC II, REMIC III, REMIC IV, REMIC V
and REMIC VI by the Trustee.
(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the assets described in the definition of REMIC I for the benefit of
the Holders of the REMIC I Regular Interests (which are uncertificated) and the
Class R Certificates (in respect of the Class R-I Interest). The Trustee
acknowledges receipt of the assets described in the definition of REMIC I and
declares that it holds and shall hold the same in trust for the exclusive use
and benefit of the Holders of the REMIC I Regular Interests and the Class R
Certificates (in respect of the Class R-I Interest). The interests evidenced by
the Class R-I Interest, together with the REMIC I Regular Interests, constitute
the entire beneficial ownership interest in REMIC I.
(b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC I Regular Interests (which are uncertificated) for the
benefit of the Holders of the REMIC II Regular Interests and the Class R
Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
receipt of the REMIC I Regular Interests and declares that it holds and shall
hold the same in trust for the exclusive use and benefit of the Holders of the
REMIC II Regular Interests and the Class R Certificates (in respect of the Class
R-II Interest). The interests evidenced by the Class R-II Interest, together
with the REMIC II Regular Interests, constitute the entire beneficial ownership
interest in REMIC II.
(c) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC II Regular Interests (which are uncertificated) for the
benefit of the Holders of the REMIC III Regular Interests and the Class R
Certificates (in respect of the Class R-III Interest). The Trustee acknowledges
receipt of the REMIC II Regular Interests and declares that it holds and shall
hold the same in trust for the exclusive use and benefit of the Holders of the
REMIC III Regular Interests and the Class R Certificates (in respect of the
Class R-III Interest). The interests evidenced by the Class R-IV Interest,
together with the Regular Certificates and the Class SWAP-IO Interest,
constitute the entire beneficial ownership interest in REMIC III.
(d) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the Class CE Interest (which is uncertificated) for the benefit of the
Holders of the Class CE Certificates and the Class R-X Certificates (in respect
of the Class R-IV Interest). The Trustee acknowledges receipt of the Class CE
Interest and declares that it holds and shall hold the same in trust for the
exclusive use and benefit of the Holders of the Class CE Certificates and the
Class R-X Certificates (in respect of the Class R-V Interest). The interests
evidenced by the Class R-V Interest and the Class CE Certificates, constitute
the entire beneficial ownership interest in REMIC V.
(e) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the Class P Interest (which is uncertificated) for the benefit of the
Holders of the Class P Certificates and the Class R-X Certificates (in respect
of the Class R-V Interest). The Trustee acknowledges receipt of the Class P
Interest and declares that it holds and shall hold the same in trust for the
exclusive use and benefit of the Holders of the Class P Certificates and the
Class R-X Certificates (in respect of the Class R-V Interest). The interests
evidenced by the Class R-V Interest, together with the Class P Certificates,
constitute the entire beneficial ownership interest in REMIC V.
(f) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the Class SWAP-IO Interest (which is uncertificated) for the benefit
of the Holders of REMIC VI Regular Interest SWAP-IO and the Class R-X
Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges
receipt of the Class SWAP-IO Interest and declares that it holds and shall hold
the same in trust for the exclusive use and benefit of the Holders of REMIC VI
Regular Interest SWAP-IO and the Class R-X Certificates (in respect of the Class
R-VI Interest). The interests evidenced by the Class R-VI Interest, together
with REMIC VI Regular Interest SWAP-IO, constitute the entire beneficial
ownership interest in REMIC VI.
SECTION 2.08. Issuance of Class R Certificates and Class R-X
Certificates.
The Trustee acknowledges the assignment to it of the REMIC I Regular
Interests and, concurrently therewith and in exchange therefor, pursuant to the
written request of the Depositor executed by an officer of the Depositor, the
Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R Certificates in authorized denominations. The interests
evidenced by the Class R Certificates, together with the REMIC I Regular
Interests, the REMIC II Regular Interests and the REMIC III Regular Interests,
constitute the entire beneficial ownership interest in REMIC I, REMIC II and
REMIC III.
The Trustee acknowledges the assignment to it of the Class CE Interest
and the Class P Interest and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, the Trustee has executed, authenticated and delivered to or upon the
order of the Depositor, the Class R-X Certificates in authorized denominations.
The interests evidenced by the Class R-X Certificates, together with the Class
CE Certificates and the Class P Certificates constitute the entire beneficial
ownership interest in REMIC IV, REMIC V and REMIC VI.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01. Master Servicer to Act as Master Servicer.
The Master Servicer shall service and administer the Mortgage Loans on
behalf of the Trustee and in the best interests of and for the benefit of the
Certificateholders (as determined by the Master Servicer in its reasonable
judgment) in accordance with (i) the terms of the respective Mortgage Loans and
any insurance policies related thereto, (ii) all Applicable Regulations, (iii)
the terms of this Agreement and (iv) to the extent consistent with the preceding
requirements, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to customary and
usual standards of practice of prudent mortgage lenders and loan servicers
administering similar mortgage loans but without regard to:
(i) any relationship that the Master Servicer, any Sub-Servicer or any
Affiliate of the Master Servicer or any Sub-Servicer may have with the
related Mortgagor;
(ii) the ownership of any Certificate by the Master Servicer or any
Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make Advances or Servicing
Advances; or
(iv) the Master Servicer's or any Sub-Servicer's right to receive
compensation for its services hereunder or with respect to any particular
transaction (the "Servicing Standard").
Subject only to the above-described servicing standards and the terms
of this Agreement and of the respective Mortgage Loans, the Master Servicer
shall have full power and authority, acting alone or through Sub-Servicers as
provided in Section 6.06, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Master Servicer
in its own name or in the name of a Sub-Servicer is hereby authorized and
empowered by the Trustee, in accordance with the servicing standards set forth
above, (i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, or of forbearance, or of modification and all
other comparable instruments, with respect to the Mortgage Loans and the
Mortgaged Properties, (ii) to institute foreclosure proceedings or obtain a
deed-in-lieu of foreclosure to convert the ownership of such properties, and to
hold or cause to be held title to such properties, in the name of the Trust
Fund, on behalf of the Trustee and the Certificateholders, (iii) to market, sell
and transfer title of REO Properties held in the name of the Trust Fund to third
party purchasers upon terms and conditions the Master Servicer deems reasonable
under the Servicing Standard, (iv) to bring or respond to civil actions or
complaints (in its own name or that of the Trust Fund or the Trustee on behalf
of the Trust Fund) related to any Mortgage Loan, Mortgaged Property or REO
Property held by the Trust Fund and (v) to execute any other document necessary
or appropriate to enable the Master Servicer to carry out its servicing and
administrative duties hereunder consistent with the Servicing Standard.
At the written request of the Master Servicer, the Trustee shall
execute and furnish to the Master Servicer such documents as are necessary or
appropriate to enable the Master Servicer to carry out its servicing and
administrative duties hereunder. By execution of this Agreement, the Trustee, on
behalf of the Trust Fund, hereby grants to the Master Servicer a power of
attorney to execute any and all documents necessary to carry out any and all
servicing duties described in this Agreement (including the taking of and
transferring title of REO Properties to third parties held in the name of the
Trustee for the benefit of the Trust) and expressly confirms that this paragraph
along with the face page and a copy of the signature page (duly executed) to
this Agreement shall constitute the power of attorney for evidentiary and/or
recording purposes. The Trustee shall not be liable for the actions of the
Master Servicer or any Sub-Servicers under such powers of attorney.
Subject to Section 3.04(d) hereof, in accordance with the Servicing
Standard, the Master Servicer shall advance or cause to be advanced funds as
necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.04(d), and further as provided in Section
3.05(a). Any cost incurred by the Master Servicer or by Sub-Servicers in
effecting the timely payment of taxes and assessments on a Mortgaged Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.
Consistent with the terms of this Agreement, the Master Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if such waiver, modification, postponement or
indulgence is in conformity with the Servicing Standard; provided, however,
that:
(A) the Master Servicer shall not make future advances (except as
provided in Section 4.03);
(B) the Master Servicer shall not permit any modification with respect
to any Mortgage Loan that would change the Mortgage Rate, defer or forgive
the payment of any principal or interest payments, reduce the outstanding
Stated Principal Balance (except for reductions resulting from actual
payments of principal) or extend the final maturity date on such Mortgage
Loan (unless as provided in Section 3.02, (i) the Mortgagor is in default
with respect to the Mortgage Loan or (ii) such default is, in the judgment
of the Master Servicer, reasonably foreseeable); and
(C) the Master Servicer shall not consent to (i) partial releases of
Mortgages, (ii) alterations, (iii) removal, demolition or division of
properties subject to Mortgages, (iv) modification or (v) second mortgage
subordination agreements with respect to any Mortgage Loan that would: (i)
affect adversely the status of any Trust REMIC as a REMIC, (ii) cause any
Trust REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect
an exchange or reissuance of such Mortgage Loan under Section 1001 of the
Code (or Treasury regulations promulgated thereunder) and (y) cause any
Trust REMIC constituting part of the Trust Fund to fail to qualify as a
REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions.
To the extent consistent with the terms of this Agreement, including
Section 2.03 and Section 2.05, the Master Servicer may waive (or permit a
Sub-Servicer to waive) a Prepayment Charge only under the following
circumstances: (i) such waiver is standard and customary in servicing similar
Mortgage Loans and (ii) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Master
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan; provided, that, any such
determination shall be evidenced by an Officer's Certificate of the Master
Servicer.
The Master Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Master
Servicer from the responsibilities or liabilities arising under this Agreement.
All references to Master Servicer in this Agreement shall be deemed to include
any Sub-Servicer duly appointed by the Master Servicer pursuant to this
Agreement.
SECTION 3.02. Collection of Certain Mortgage Loan Payments.
The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest, (ii) waive any provision of
any Mortgage Loan requiring the related Mortgagor to submit to mandatory
arbitration with respect to disputes arising thereunder or (iii) extend the due
dates for the Monthly Payments due on a Mortgage Note for a period of not
greater than 180 days; provided that any extension pursuant to clause (iii)
above shall not affect the amortization schedule of any Mortgage Loan for
purposes of any computation hereunder. The Guarantor's or the NIMS Insurer's
prior written consent (as provided in Section 1.03) shall be required for any
modification, waiver or amendment if the aggregate number of outstanding
Mortgage Loans which have been modified, waived or amended exceeds 5% of the
number of Mortgage Loans as of the Cut-off Date. In the event of any such
arrangement pursuant to clause (iii) above, the Master Servicer shall make
timely advances on such Mortgage Loan during such extension pursuant to Section
4.03 and in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements.
Notwithstanding the foregoing, in the event that any Mortgage Loan is
in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable, the Master Servicer, consistent with the Servicing
Standard, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Rate, forgive the
payment of principal or interest or extend the final maturity date of such
Mortgage Loan), accept payment from the related Mortgagor of an amount less than
the Stated Principal Balance in final satisfaction of such Mortgage Loan, or
consent to the postponement of strict compliance with any such term or otherwise
grant indulgence to any Mortgagor (any and all such waivers, modifications,
variances, forgiveness of principal or interest, postponements, or indulgences
collectively referred to herein as "forbearance"). The Master Servicer's
analysis supporting any forbearance and the conclusion that any forbearance
meets the standards of Section 3.01 shall be reflected in writing in the
Mortgage File.
If the Class CE Certificates are no longer outstanding, the Master
Servicer shall not take any action pursuant to the preceding two paragraphs with
respect to a Group I Mortgage Loan without obtaining the prior written consent
of the Guarantor to such modification. The Master Servicer shall submit to the
Guarantor with its request for consent, such information related to the proposed
modification as can be expected to be needed by the Guarantor to evaluate the
Master Servicer's request, including the terms of the proposed modification and
the reasons for the Master Servicer's decision that such Group I Mortgage Loan
should be modified. The Guarantor shall be deemed to have consented to the
Master Servicer's request in the event that the Guarantor does not provide the
Master Servicer with either its written consent to such requested modification
or written notice of its objection to such modification within five Business
Days of its receipt of the Master Servicer's request. Requests for modification
shall be sent to the Guarantor at: Xxxxxx Xxx, Special Products Group, Mail Stop
5H-5W-03, 00000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Director.
With respect to each Group I Mortgage Loan which is modified with the consent of
the Guarantor, the Master Servicer shall give written notice to the NIMS Insurer
at the address set forth in Section 11.05 and to the Guarantor to the following
address: Xxxxxx Xxx, Special Products Group, Mail Stop 5H-5W-03, 00000 Xxxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Director. Such notice shall be
delivered within thirty Business Days following such modification and shall
include information with respect to the modification, including, without
limitation, the interest rate, the principal balance and the maturity date of
such Group I Mortgage Loan before and after such modification.
In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by
the Master Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor,
the Guarantor and any successor master servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement.
SECTION 3.03. [Reserved].
SECTION 3.04. Collection Account, Escrow Account and Distribution
Account.
(a) COLLECTION ACCOUNT. On behalf of the Trust Fund, the Master
Servicer shall segregate and hold all funds collected and received pursuant to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain in the name of the Trustee one or more
accounts (such account or accounts, the "Collection Account") in accordance with
this Section 3.04, held in trust for the benefit of the Trustee and the
Certificateholders.
(b) DEPOSITS TO THE COLLECTION ACCOUNT. On behalf of the Trust Fund,
the Master Servicer shall deposit in the Collection Account, in no event more
than two Business Days after the Master Servicer's receipt thereof, the
following payments and collections received or made by it subsequent to the
Cut-off Date with respect to the Mortgage Loans, or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans and REO Properties;
(ii) all payments on account of interest on the Mortgage Loans and REO
Properties adjusted to the Net Mortgage Rate;
(iii) all Insurance Proceeds and Liquidation Proceeds (other than
proceeds to be held in the Escrow Account and applied to the restoration or
repair of the Mortgaged Property or released to the Mortgagor in accordance
with the Servicing Standard), Subsequent Recoveries and any amounts
received in respect of the rental of any REO Property prior to REO
Disposition;
(iv) all proceeds related to the purchase, substitution or repurchase
of any Mortgage Loan or REO Property in accordance with Section 2.03;
(v) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.09 in connection with the deductible clause in any
blanket hazard insurance policy, such deposit being made from the Master
Servicer's own funds, without reimbursement therefor;
(vi) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.06 in connection with any losses realized on
Permitted Investments with respect to funds held in the Collection Account;
(vii) all amounts required to be deposited in connection with
shortfalls in principal amount of Qualified Substitute Mortgage Loans
pursuant to Section 2.03 (for purposes of this clause (vii), the Cut-off
Date with respect to any Qualified Substitute Mortgage Loan shall be deemed
to be the date of substitution);
(viii) any amounts required to be deposited by the Master Servicer
pursuant to Section 4.03(b); and
(ix) all Prepayment Charges collected by the Master Servicer and all
Prepayment Charges payable by the Master Servicer pursuant to Section
2.03(b).
The foregoing requirements for deposit to the Collection Account shall
be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges,
assumption fees, insufficient funds charges, modification fees and other
ancillary fees (but not Prepayment Charges) need not be deposited by the Master
Servicer in the Collection Account and shall upon collection, belong to the
Master Servicer as additional compensation for its servicing activities. In the
event the Master Servicer shall deposit in the Collection Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Collection Account, any provision herein to the contrary notwithstanding.
(c) ESCROW ACCOUNT. The Master Servicer shall segregate and hold all
funds collected and received pursuant to each Mortgage Loan which constitute
Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain in the name of the Trustee one or more accounts
(such account or accounts, the "Escrow Account") held in trust for the benefit
of the Certificateholders and the Trustee.
(d) DEPOSITS TO THE ESCROW ACCOUNT. The Master Servicer shall deposit
or cause to be deposited in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Master
Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account,
in no event more than two Business Days after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder, and
retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans,
for the purpose of effecting timely payment of any such items as required
under the terms of this Agreement; and
(ii) all Insurance Proceeds which are to be applied to the restoration
or repair of any Mortgaged Property.
(e) DISTRIBUTION ACCOUNT. On behalf of the Trust Fund, the Trustee
shall segregate and hold all funds collected and received pursuant to this
Agreement separate and apart from any of its own funds and general assets and
shall establish and maintain in the name of the Trust Fund one or more
segregated accounts (such account or accounts, the "Distribution Account"), held
in trust for the benefit of the Certificateholders.
(f) TRUSTEE DEPOSITS TO THE DISTRIBUTION ACCOUNT. Upon receipt, the
Trustee shall deposit or cause to be deposited into the Distribution Account all
payments of any nature received from the Master Servicer in accordance with this
Agreement. The Trustee shall deposit in the Distribution Account any amounts
required to be deposited pursuant to Section 3.06 in connection with losses
realized on Permitted Investments with respect to funds held in the Distribution
Account.
(g) MASTER SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION ACCOUNT. On
behalf of the Trust Fund, the Master Servicer shall deliver to the Trustee in
immediately available funds for deposit in the Distribution Account by 1:00 p.m.
(New York time) on the Master Servicer Remittance Date, (i) that portion of
Available Funds (calculated without regard to the references in clause (2) of
the definition thereof to amounts that may be withdrawn from the Distribution
Account) for the related Distribution Date then on deposit in the Collection
Account, (ii) without duplication, the amount of all Prepayment Charges
collected by the Master Servicer, all Prepayment Charges payable by the Master
Servicer pursuant to Section 2.03(b)(ii) to the extent not related to Principal
Prepayments occurring after the related Prepayment Period and (iii) any amounts
reimbursable to an Advancing Person pursuant to Section 3.23 and the terms of
the related Advance Facility.
In addition, the Master Servicer shall deliver to the Trustee from
time to time as required by this Agreement, for deposit and the Trustee shall so
deposit, in the Distribution Account:
(i) any Advances, as required pursuant to Section 4.03;
(ii) any amounts required to be deposited pursuant to Section 3.13 in
connection with any REO Property;
(iii) any amounts to be paid in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 3.16 and Section 9.01;
(iv) any Compensating Interest as required pursuant to Section
4.03(e);
(v) [reserved];
(vi) any amounts required to be paid by the Master Servicer pursuant
to Section 3.06 in connection with any losses realized on Permitted
Investments with respect to funds held in the Collection Account; and
(vii) any amounts required to be paid to the Trustee from the assets
of the Trust Fund on deposit in the Collection Account pursuant to this
Agreement, including but not limited to amounts required to be paid to the
Trustee pursuant to Section 7.02 and Section 8.05.
Funds held in the Collection Account pursuant to Section 3.04(b) may
at any time be delivered by the Master Servicer to the Trustee for deposit into
the Distribution Account and for all purposes of this Agreement shall be deemed
to be a part of the Collection Account until the Business Day prior to the
Distribution Date; provided, however, that the Trustee shall have the sole
authority to withdraw any funds held pursuant to this paragraph. In the event
the Master Servicer shall deliver to the Trustee for deposit in the Distribution
Account any amount not required to be deposited therein, it may at any time
request that the Trustee withdraw such amount from the Distribution Account and
remit to it any such amount, any provision herein to the contrary
notwithstanding.
(h) INVESTMENT OF ACCOUNT FUNDS. Funds on deposit in the Collection
Account, the Distribution Account, any REO Account and any Escrow Account may be
invested in Permitted Investments in accordance with the provisions set forth in
Section 3.06. Any investment earnings or interest paid on funds deposited in the
Collection Account, any REO Account and any Escrow Account (subject to Section
3.05(b)) shall accrue to the benefit of the Master Servicer and the Master
Servicer shall be entitled to retain and withdraw such interest from each such
account on a daily basis. Any investment earnings or interest paid on funds
deposited in the Distribution Account, shall accrue to the benefit of the
Trustee and the Trustee shall be entitled to retain and withdraw such interest
from each such account on a daily basis.
(i) CREATION, LOCATION AND SUBSEQUENT TRANSFERS OF ACCOUNTS. Each
account created pursuant to this Agreement must be an Eligible Account. On or
prior to the Closing Date, the Master Servicer and the Trustee shall give
notice, to each other, the NIMS Insurer, the Guarantor and the Depositor of the
location of any account created by it pursuant to this Agreement. From time to
time, the Master Servicer and the Trustee may each transfer any account created
by it to a different depository institution provided that upon such transfer the
written notice is provided to all other parties listed in the preceding
sentence.
(j) In order to comply with its duties under the U.S.A. Patriot Act of
2001, the Trustee shall obtain and verify certain information and documentation
from the other parties to this Agreement including, but not limited to, each
such party's name, address, and other identifying information.
SECTION 3.05. Permitted Withdrawals From the Collection Account,
Escrow Account and Distribution Account.
(a) COLLECTION ACCOUNT. The Master Servicer may, from time to time,
withdraw from the Collection Account for the following purposes or as described
in Section 4.03:
(i) to remit to the Trustee for deposit in the Distribution Account
the amounts required to be so remitted pursuant to Section 3.04(g) or
permitted to be so remitted pursuant to the last paragraph of Section
3.04(g);
(ii) subject to Section 3.12(c), to reimburse itself for (a) any
unpaid Servicing Fees, (b) any unreimbursed Servicing Advances and (c) any
unreimbursed Advances, the Master Servicer's right to reimburse itself
pursuant to this subclause (ii) being limited to any Late Collections,
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received
on the related Mortgage Loan and any amounts received in respect of the
rental of the related REO Property prior to an REO Disposition that
represent payments of principal and/or interest respecting which any such
advance was made;
(iii) to reimburse itself for (a) any unpaid Servicing Fees to the
extent not recoverable under Section 3.05(a)(ii) and (b) any unpaid
Advances or Servicing Advances that have been deemed Nonrecoverable
Advances or Nonrecoverable Servicing Advances;
(iv) to pay to itself any Prepayment Interest Excess;
(v) to reimburse itself for any amounts paid pursuant to Section
3.12(b) (and not otherwise previously reimbursed);
(vi) to pay to itself as servicing compensation any interest earned on
funds in the Collection Account;
(vii) subject to Section 4.03(b), to reimburse the Master Servicer in
respect of any unreimbursed Advances to the extent of funds held in the
Collection Account for future distribution that were not included in
Available Funds for the preceding Distribution Date;
(viii) to reimburse the Master Servicer or the Depositor for expenses
incurred by or reimbursable to the Master Servicer or the Depositor, as the
case may be, pursuant to Section 6.03;
(ix) to remit to the Trustee any amounts that the Trustee is permitted
to be paid or reimbursed from the assets of the Trust Fund pursuant to the
terms of this Agreement, including the terms of Section 7.02(a) and Section
8.05 of this Agreement;
(x) to reimburse the NIMS Insurer, the Master Servicer (if the Master
Servicer is not an Affiliate of the Seller) or the Trustee, as the case may
be, for enforcement expenses reasonably incurred in respect of the breach
or defect giving rise to the purchase obligation under Section 2.03 of this
Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation;
(xi) to pay to the Master Servicer, the Depositor, the Seller or the
Guarantor (with respect to the Group I Mortgage Loans), as the case may be,
with respect to each Mortgage Loan that has previously been purchased or
replaced pursuant to Section 2.03 or Section 3.16(a) all amounts received
thereon subsequent to the date of purchase or substitution, as the case may
be;
(xii) to transfer funds in the Collection Account maintained at a
particular depository to the Collection Account maintained at a different
depository, pursuant to Section 3.04(i); and
(xiii) to clear and terminate the Collection Account upon the
termination of this Agreement.
The foregoing requirements for withdrawal from the Collection Account
shall be exclusive. In the event the Master Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii) and (xi)
above. The Master Servicer shall provide written notification to the Trustee and
the NIMS Insurer and the Guarantor on or prior to the next succeeding Master
Servicer Reporting Date, upon making any withdrawals from the Collection Account
pursuant to subclause (viii) above.
(b) ESCROW ACCOUNT. The Master Servicer may, from time to time,
withdraw from the Escrow Account for the following purposes:
(i) to effect payments of ground rents, taxes, assessments, water
rates, hazard insurance premiums and comparable items;
(ii) to reimburse the Master Servicer for any Servicing Advance made
by the Master Servicer with respect to a related Mortgage Loan but only
from amounts received on the related Mortgage Loan which represent late
payments or Late Collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be
overages;
(iv) for transfer to the Collection Account in accordance with the
terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged
Property;
(vi) to pay to the Master Servicer, or to the Mortgagor to the extent
required by the related Mortgage Loan or Applicable Regulations, any
interest paid on the funds deposited in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of
this Agreement; and
(viii) to transfer to the Collection Account any Insurance Proceeds.
In the event the Master Servicer shall deposit in an Escrow Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from such Escrow Account, any provision herein to the contrary
notwithstanding. As part of its servicing duties, the Master Servicer shall pay
to the Mortgagor interest on funds in the Escrow Account, to the extent required
by the related Mortgage Loan or Applicable Regulations, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such
interest from its own funds, without any reimbursement therefor. The Master
Servicer may pay to itself any excess interest on funds in the Escrow Account,
to the extent such action is in conformity with the Servicing Standard, is
permitted by law and such amounts are not required to be paid to Mortgagors or
used for any of the other purposes set forth above.
(c) DISTRIBUTION ACCOUNT. The Trustee shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes:
(i) to make distributions to the Swap Account in accordance with
Section 4.09;
(ii) to make distributions to Certificateholders and the Guarantor in
accordance with Section 4.01;
(iii) to pay to itself amounts to which it is entitled pursuant to
Section 8.05;
(iv) to pay itself any interest income earned on funds deposited in
the Distribution Account pursuant to Section 3.06;
(v) to reimburse itself pursuant to Section 7.01 and Section 7.02(b);
(vi) to pay any amounts in respect of taxes pursuant to Section
10.01(g)(iii);
(vii) [reserved]; and
(viii) to clear and terminate the Distribution Account pursuant to
Section 9.01.
SECTION 3.06. Investment of Funds in the Collection Account, the
Escrow Account, the REO Account and the Distribution
Account.
(a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Escrow Account (subject to Section
3.05(b)), and the REO Account and the Trustee may direct any depository
institution maintaining the Distribution Account (for purposes of this Section
3.06, each an "Investment Account"), to invest the funds in such Investment
Account in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the Trustee is the obligor thereon, and (ii) no later than the date on which
such funds are required to be withdrawn from such Investment Account pursuant to
this Agreement, if the Trustee is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such) or in the name of a nominee of the Trustee. The Trustee
shall be entitled to sole possession (except with respect to investment
direction of funds held in the Collection Account, the Escrow Account, and the
REO Account) over each such investment and (except with respect to the income on
funds held in the Collection Account, the Escrow Account and the REO Account)
the income thereon, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent, together
with any document of transfer necessary to transfer title to such investment to
the Trustee or its nominee. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the Trustee shall:
(i) consistent with any notice required to be given thereunder, demand
that payment thereon be made on the last day such Permitted Investment may
otherwise mature hereunder in an amount equal to the lesser of (1) all
amounts then payable thereunder and (2) the amount required to be withdrawn
on such date; and
(ii) demand payment of all amounts due thereunder promptly upon
determination by a Responsible Officer of the Trustee that such Permitted
Investment would not constitute a Permitted Investment in respect of funds
thereafter on deposit in the Investment Account.
(b) All income in the nature of interest from the investment of funds
in the Collection Account, the Escrow Account (subject to Section 3.05(b)) and
the REO Account shall be for the benefit of the Master Servicer as compensation
for the Master Servicer's services pursuant to this Agreement. The Master
Servicer shall deposit in the Collection Account, the Escrow Account, and the
REO Account, as applicable, from its own funds the amount of any loss incurred
in respect of any such Permitted Investment made with funds in such account
immediately upon realization of such loss.
(c) All income in the nature of interest or earnings from the
investment of funds in the Distribution Account shall be for the benefit of the
Trustee as compensation for the Trustee's services pursuant to this Agreement.
The Trustee shall deposit in the Distribution Account from its own funds the
amount of any loss incurred on Permitted Investments in the Distribution
Account.
(d) Funds on deposit in the Net WAC Rate Carryover Reserve Account may
be invested in Permitted Investments in accordance with this Section 3.06
subject to any limitations set forth in Section 4.10 (with respect to the Net
WAC Rate Carryover Reserve Account) and any investment earnings or interest paid
shall accrue to the benefit of the party designated in such section and the
party so designated shall deposit in the related account from its own funds the
amount of any loss incurred on Permitted Investments in such account.
(e) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v),
upon the request of the NIMS Insurer, the Guarantor or the Holders of
Certificates representing more than 50% of the Voting Rights allocated to any
Class of Certificates, shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.
SECTION 3.07. Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Master Servicer shall maintain
accurate records reflecting the status of ground rents, taxes, assessments,
water rates and other charges which are or may become a lien upon the Mortgaged
Property and the status of fire and hazard insurance coverage and, as to those
Mortgage Loans subject to a voluntary escrow agreement, shall obtain, from time
to time, all bills for the payment of such charges (including renewal premiums)
and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable,
employing for such purpose deposits of the Mortgagor in the Escrow Account which
shall have been estimated and accumulated by the Master Servicer in amounts
sufficient for such purposes, as allowed under the terms of the Mortgage or
Applicable Regulations. The Master Servicer assumes full responsibility for the
timely payment of all such bills and shall effect timely payments of all such
bills irrespective of the Mortgagor's faithful performance in the payment of
same or the making of the Escrow Payments and shall make Servicing Advances from
its own funds to effect such payments. To the extent that the Mortgage does not
provide for Escrow Payments, the Master Servicer shall use reasonable efforts
consistent with the Servicing Standard to determine that any such payments are
made by the Mortgagor at the time they first become due and shall ensure that
the Mortgaged Property is not lost to a tax lien as a result of nonpayment and
that such Mortgaged Property is not left uninsured.
SECTION 3.08. Maintenance of Hazard Insurance.
The Master Servicer shall cause to be maintained for each Mortgage
Loan fire insurance with extended coverage on the related Mortgaged Property in
an amount which is at least equal to the least of (i) the current Stated
Principal Balance of such Mortgage Loan, (ii) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis and (iii) the maximum insurable value of
the improvements which are a part of such Mortgaged Property, in each case in an
amount not less than such amount as is necessary to avoid the application of any
coinsurance clause contained in the related hazard insurance policy. The Master
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property in an amount which is at least equal to the lesser of (i)
the maximum insurable value of the improvements which are a part of such
property and (ii) the outstanding Stated Principal Balance of the related
Mortgage Loan, plus accrued interest at the Mortgage Rate and related Servicing
Advances (each measured at the time it became an REO Property). The Master
Servicer shall comply in the performance of this Agreement with all reasonable
rules and requirements of each insurer under any such hazard policies. Any
amounts to be collected by the Master Servicer under any such policies (other
than amounts to be applied to the restoration or repair of the property subject
to the related Mortgage or amounts to be released to the Mortgagor in accordance
with the procedures that the Master Servicer would follow in servicing loans
held for its own account, subject to the terms and conditions of the related
Mortgage and Mortgage Note) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.05, if received in respect of a
Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section
3.13, if received in respect of an REO Property. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid Stated
Principal Balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
or REO Property is at any time in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards, the
Master Servicer shall cause to be maintained a flood insurance policy in respect
thereof. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid Stated Principal Balance of the related Mortgage Loan; (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program (assuming that the area in which such
Mortgaged Property is located is participating in such program); and (iii) the
maximum insurable value of the improvements which are part of the related
Mortgaged Property.
SECTION 3.09. Maintenance of Mortgage Blanket Insurance.
In the event that the Master Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of "A:V" or better
in Best's Key Rating Guide (or such other rating that is comparable to such
rating) insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of Section 3.08, it being understood and agreed that such
policy may contain a deductible clause, in which case the Master Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of
Section 3.08, and there shall have been one or more losses which would have been
covered by such policy, deposit to the Collection Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of
itself, the Trustee and the Certificateholders, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy.
SECTION 3.10. Fidelity Bond; Errors and Omissions Insurance.
The Master Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Master Servicer's obligations under this
Agreement, which policy or policies shall be in such form and amount that would
meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of
the Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver
of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall
provide the Trustee, the Guarantor (upon reasonable request) and the NIMS
Insurer (upon reasonable request) with copies of any such insurance policies and
fidelity bond. The Master Servicer shall be deemed to have complied with this
provision if an Affiliate of the Master Servicer has such errors and omissions
and fidelity bond coverage and, by the terms of such insurance policy or
fidelity bond, the coverage afforded thereunder extends to the Master Servicer.
Any such errors and omissions policy and fidelity bond shall by its terms not be
cancelable without thirty days' prior written notice to the Trustee. The Master
Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.
SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
The Master Servicer shall, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; provided, however,
that the Master Servicer shall not exercise any such rights if prohibited by law
from doing so. If the Master Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, or if any of the other
conditions set forth in the proviso to the preceding sentence apply, the Master
Servicer is authorized to enter into an assumption and modification agreement
from or with the person to whom such property has been conveyed or is proposed
to be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is substituted as
the Mortgagor and becomes liable under the Mortgage Note, provided that no such
substitution shall be effective unless such person satisfies the underwriting
criteria of the Master Servicer. In connection with any assumption or
substitution, the Master Servicer shall apply such underwriting standards and
follow such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Master Servicer shall not take or enter into any assumption
and modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy, or a new policy meeting
the requirements of this Section is obtained. Any fee collected by the Master
Servicer in respect of an assumption or substitution of liability agreement
shall be retained by the Master Servicer as additional servicing compensation.
In connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof or otherwise permitted under Section 3.01. The
Master Servicer shall notify the Trustee, the Guarantor and any respective
Custodian that any such substitution, assumption and modification agreement has
been completed by forwarding to the Trustee (with a copy to the Guarantor) or to
such Custodian, as the case may be, the executed original of such substitution
or assumption agreement, which document shall be added to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof. If the Class CE Certificates are no longer outstanding, the Master
Servicer shall not take or enter into any substitution, assumption or
modification agreement with respect to a Group I Mortgage Loan without obtaining
the prior written consent of the Guarantor to such substitution, assumption or
modification agreement. The Master Servicer shall submit to the Guarantor with
its request for consent, such information related to the proposed substitution,
assumption or modification agreement as can be expected to be needed by the
Guarantor to evaluate the Master Servicer's request, including the terms of the
proposed substitution, assumption or modification and the reasons for the Master
Servicer's decision that such substitution, assumption or modification agreement
should be taken or entered into with respect to such Group I Mortgage Loan. The
Guarantor shall be deemed to have consented to the Master Servicer's request in
the event that the Guarantor does not provide the Master Servicer with either
its written consent to such requested substitution, assumption or modification
agreement or written notice of its objection to such substitution, assumption or
modification agreement within five Business Days of its receipt of the the
Master Servicer's request. Such requests shall be sent to the Guarantor at:
Xxxxxx Xxx, Special Products Group, Mail Stop 5H-5W-03, 00000 Xxxxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000, Attention: Director. With respect to each substitution,
assumption or modification agreement which is entered into with the consent of
the Guarantor, the Master Servicer shall give written notice to the NIMS Insurer
to the addresses set forth in Section 11.05, to the Guarantor to the following
address: Xxxxxx Xxx, Special Products Group, Mail Stop 5H-5W-03, 00000 Xxxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Director. Such notice shall be
delivered within thirty Business Days following the date of such substitution,
assumption or modification agreement.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Master Servicer may be restricted by law from preventing,
for any reason whatever. For purposes of this Section 3.11, the term
"assumption" is deemed to also include a sale (of the Mortgaged Property)
subject to the Mortgage that is not accompanied by an assumption or substitution
of liability agreement.
SECTION 3.12. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall, consistent with the Servicing Standard,
foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.02. The Master Servicer shall be responsible for
all costs and expenses incurred by it in any such proceedings; provided,
however, that such costs and expenses shall be recoverable as Servicing Advances
by the Master Servicer as contemplated in Section 3.05 and Section 3.13. The
foregoing is subject to the provision that, in any case in which Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer
shall not be required to expend its own funds toward the restoration of such
property unless it shall determine in its discretion that such restoration shall
increase the proceeds of liquidation of the related Mortgage Loan after
reimbursement to itself for such expenses.
(b) Notwithstanding the foregoing provisions of this Section 3.12 or
any other provision of this Agreement, with respect to any Mortgage Loan as to
which the Master Servicer has received actual notice of, or has actual knowledge
of, the presence of any toxic or hazardous substance on the related Mortgaged
Property, the Master Servicer shall not, on behalf of the Trustee, either (i)
obtain title to such Mortgaged Property as a result of or in lieu of foreclosure
or otherwise or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Fund or the Certificateholders would be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Master Servicer has also
previously determined, based on its reasonable judgment and a report prepared by
a Person who regularly conducts environmental audits using customary industry
standards, that:
(i) such Mortgaged Property is in compliance with applicable
environmental laws or, if not, that it would be in the best economic
interest of the Trust Fund to take such actions as are necessary to bring
the Mortgaged Property into compliance therewith; and
(ii) there are no circumstances present at such Mortgaged Property
relating to the use, management or disposal of any hazardous substances,
hazardous materials, hazardous wastes, or petroleum-based materials for
which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any federal, state or local law or
regulation, or that if any such materials are present for which such action
could be required, that it would be in the best economic interest of the
Trust Fund to take such actions with respect to the affected Mortgaged
Property.
Notwithstanding the foregoing, if such environmental audit reveals, or
if the Master Servicer has actual knowledge or notice, that such Mortgaged
Property contains such toxic or hazardous wastes or substances, the Master
Servicer shall not foreclose or accept a deed in lieu of foreclosure without the
prior written consent of the Guarantor with respect to the Group I Mortgage
Loans (which consent shall not be unreasonably withheld) and the NIMS Insurer.
The cost of the environmental audit report contemplated by this
Section 3.12 shall be advanced by the Master Servicer, subject to the Master
Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.05(a)(v), such right of reimbursement being prior to the
rights of Certificateholders to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage Loans.
If the Master Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund; provided, however, that the Master Servicer
shall not proceed with foreclosure or acceptance of a deed in lieu of
foreclosure if the estimated costs of the environmental clean up, as estimated
in the environmental audit report, together with the Advances made by the Master
Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu
of foreclosure exceeds the estimated value of the Mortgaged Property. The cost
of any such compliance, containment, cleanup or remediation shall be advanced by
the Master Servicer, subject to the Master Servicer's right to be reimbursed
therefor from the Collection Account as provided in Section 3.05(a)(v), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
(c) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds, in respect of
any Mortgage Loan, shall be applied in the following order of priority: FIRST,
to reimburse the Master Servicer or any Sub-Servicer for any related
unreimbursed Servicing Advances and Advances, pursuant to Section 3.05(a)(ii);
SECOND, to accrued and unpaid interest on the Mortgage Loan, to the date of the
Final Recovery Determination, or to the Due Date prior to the Distribution Date
on which such amounts are to be distributed if not in connection with a Final
Recovery Determination; and THIRD, as a recovery of principal of the Mortgage
Loan. If the amount of the recovery so allocated to interest is less than the
full amount of accrued and unpaid interest due on such Mortgage Loan, the amount
of such recovery shall be allocated by the Master Servicer as follows: FIRST, to
unpaid Servicing Fees; and SECOND, to the balance of the interest then due and
owing. The portion of the recovery so allocated to unpaid Servicing Fees shall
be reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section
3.05(a)(ii).
SECTION 3.13. Title, Management and Disposition of REO Property.
(a) The deed or certificate of sale of any REO Property shall be taken
in the name of the Trustee, or its nominee, in trust for the benefit of the
Certificateholders. Pursuant to the power of attorney granted in Section 3.01,
the Master Servicer is hereby authorized to transfer the title of any REO
Property taken in the name of the Trustee to a third party purchaser pursuant to
this Section 3.13 without further documentation of its authority as
attorney-in-fact for the Trustee on behalf of the Trust. The Master Servicer, on
behalf of the Trust Fund (and on behalf of the Trustee for the benefit of the
Certificateholders), shall either sell any REO Property before the close of the
third taxable year after the year the Trust Fund acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire, an extension of the three-year
grace period, unless the Master Servicer shall have delivered to the Trustee,
the NIMS Insurer, the Guarantor and the Depositor an Opinion of Counsel,
addressed to the Trustee, the NIMS Insurer, the Guarantor and the Depositor, to
the effect that the holding by the Trust Fund of such REO Property subsequent to
three years after its acquisition shall not result in the imposition on any
Trust REMIC of taxes on "prohibited transactions" thereof, as defined in Section
860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under
Federal law at any time that any Certificates are outstanding. The Master
Servicer shall manage, conserve, protect and operate each REO Property for the
benefit of the Certificateholders and solely for the purpose of its prompt
disposition and sale in a manner which does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by any Trust REMIC of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code,
or any "net income from foreclosure property" which is subject to taxation under
the REMIC Provisions.
(b) The Master Servicer shall segregate and hold all funds collected
and received in connection with the operation of any REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to REO Properties an account held in trust for the Trustee for the
benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.
(c) The Master Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with any REO Property as are consistent with the
manner in which the Master Servicer manages and operates similar property owned
by the Master Servicer or any of its Affiliates, all on such terms and for such
period as the Master Servicer deems to be in the best interests of
Certificateholders and appropriate to effect the prompt disposition and sale of
the REO Property. In connection therewith, the Master Servicer shall deposit, or
cause to be deposited in the clearing account (which account must be an Eligible
Account) in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than one Business Day after the Master Servicer's
receipt thereof, and shall thereafter deposit in the REO Account, in no event
more than two Business Days after the deposit of such funds into the clearing
account, all revenues received by it with respect to an REO Property and shall
withdraw therefrom funds necessary for the proper operation, management and
maintenance of such REO Property including, without limitation:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain such REO Property.
To the extent that amounts on deposit in the REO Account with respect
to an REO Property are insufficient for the purposes set forth in clauses (i)
through (iii) above with respect to such REO Property, the Master Servicer shall
advance from its own funds such amount as is necessary for such purposes if, but
only if, the Master Servicer would make such advances if the Master Servicer
owned the REO Property and if in the Master Servicer's judgment, the payment of
such amounts shall be recoverable from the rental or sale of the REO Property.
Notwithstanding the Master Servicer's obligation to the
Certificateholders to manage and operate (including the collection of rents from
existing tenants and management of any leases acquired with the REO property to
the extent applicable) the REO Property from the date of acquisition until the
date of sale, neither the Master Servicer nor the Trustee shall knowingly:
(i) authorize the Trust Fund to enter into, renew or extend any New
Lease with respect to any REO Property, if the New Lease by its terms shall
give rise to any income that does not constitute Rents from Real Property;
(ii) authorize any amount to be received or accrued under any New
Lease other than amounts that shall constitute Rents from Real Property;
(iii) authorize any construction on any REO Property, other than the
completion of a building or other improvement thereon, and then only if
more than ten percent of the construction of such building or other
improvement was completed before default on the related Mortgage Loan
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(iv) authorize any Person to Directly Operate any REO Property on any
date more than 90 days after its date of acquisition by the Trust Fund;
unless, in any such case, the Master Servicer has obtained an Opinion of
Counsel, provided to the Trustee and the NIMS Insurer and the Guarantor, to the
effect that such action shall not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code at
any time that it is held by the Trust Fund, and (B) the Master Servicer has
received written notice from the Trustee that it has received written consent
from the Guarantor and the NIMS Insurer (which consent shall not be unreasonably
withheld) that the specific action may be taken.
The Master Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract shall not be
inconsistent herewith;
(ii) any such contract shall require, or shall be administered to
require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including those listed above and remit all related revenues (net
of such costs and expenses) to the Master Servicer as soon as practicable,
but in no event later than thirty days following the receipt thereof by
such Independent Contractor;
(iii) none of the provisions of this Section 3.13(c) relating to any
such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Master Servicer of any of its duties and
obligations to the Trustee on behalf of the Certificateholders with respect
to the operation and management of any such REO Property; and
(iv) the Master Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.
The Master Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees. The Master Servicer shall not engage an Independent Contractor to
engage in any activities that the Master Servicer would not be permitted to
engage in itself in accordance with the other provisions of this Agreement.
(d) In addition to the withdrawals permitted under Section 3.13(c),
the Master Servicer may from time to time make withdrawals from the REO Account
for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing
Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or
any Sub-Servicer for unreimbursed Servicing Advances and Advances made in
respect of such REO Property or the related Mortgage Loan. On the Master
Servicer Remittance Date, the Master Servicer shall withdraw from each REO
Account maintained by it and deposit into the Distribution Account in accordance
with Section 3.04(g)(ii), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property received
during the prior calendar month, net of any withdrawals made pursuant to Section
3.13(c) or this Section 3.13(d).
(e) Subject to the time constraints set forth in Section 3.13(a)
(including the constraint that the Master Servicer hold and manage each REO
Property "solely for the purpose of its prompt disposition") each REO
disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as shall be in conformity with its general servicing
activities for similar properties.
(f) The proceeds from the REO Disposition, net of any amount required
by law to be remitted to the Mortgagor under the related Mortgage Loan and net
of any payment or reimbursement to the Master Servicer or any Sub-Servicer as
provided above, shall be deposited in the Distribution Account in accordance
with Section 3.04(g)(ii) on the Master Servicer Remittance Date in the month
following the receipt thereof for distribution on the related Distribution Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day allow
a sale for other consideration).
SECTION 3.14 Agreement to Appoint a Special Servicer.
(a) The Guarantor may require the Master Servicer, with prior notice
to the Trustee, to enter into a special subservicing agreement with a servicer
with expertise in servicing delinquent mortgage loans as designated by the
Guarantor (the "Special Servicer") on or after the earliest Distribution Date
with respect to which the Certificate Principal Balance of the Class CE
Certificates has been reduced to zero. Such special subservicing agreement shall
relate to the servicing of only Group I Mortgage Loans that (x) have been
delinquent in payment with respect to three or more Monthly Payments (provided,
however, that the third such Monthly Payment shall not be deemed to be
delinquent for purposes of this clause (x) until the close of business on the
last day of the month in which such Monthly Payment first became due) and (y)
have been transferred to the Special Servicer in accordance with this Section
3.14 and the related special subservicing agreement (a "Specially Serviced
Mortgage Loan").
(b) The special subservicing agreement shall be consistent with the
provisions of this Agreement, including but not limited to this Section 3.14,
Section 6.06(a), Section 6.06(b) and Section 6.11, except as provided otherwise
in this Section 3.14. In addition, the special subservicing agreement shall be
on terms which shall be reasonably acceptable to the Guarantor and the Master
Servicer and shall provide, at a minimum that:
(1) the Special Servicer shall at all times meet the eligibility
criteria described in Section 6.06(a);
(2) the Special Servicer shall service only the Specially Serviced
Mortgage Loans in a manner consistent with the provisions with this
Agreement except as provided otherwise in the special subservicing
agreement;
(3) the Special Servicer shall use the Xxxxxx Xxx foreclosure network
(and pay the customary fees therefor) for foreclosures and bankruptcies
relating to Specially Serviced Mortgage Loans;
(4) the Special Servicer shall use the Xxxxxx Mae disposition service
(and pay the customary fees therefor) for the disposition of REO Property
related to Specially Serviced Mortgage Loans;
(5) the Special Servicer shall make Advances and Servicing Advances on
the Specially Serviced Mortgage Loans to the same extent and in the same
manner as the Master Servicer with respect to the Group I Mortgage Loans
pursuant to this Agreement;
(6) the Special Servicer shall be entitled to receive the Servicing
Fee with respect to all Specially Serviced Mortgage Loans;
(7) prior to the transfer of servicing to the Special Servicer, the
Master Servicer and the Special Servicer shall have provided all notices
relating to such transfer of servicing as required to be delivered to the
borrowers by applicable state and federal law;
(8) the Special Servicer shall indemnify the Master Servicer and the
Trustee for any liabilities to them arising from failures of the Special
Servicer to perform its obligations according to the terms of the
subservicing agreement;
(9) the Master Servicer shall promptly give notice thereof to the
Trustee, the NIMS Insurer and the Guarantor of the transfer of servicing to
the Special Servicer, including the loan number together with the
borrower's name and the unpaid Stated Principal Balance of the transferred
Mortgage Loan at the time of transfer;
(10) each of the respective obligations, duties, and liabilities of
the Master Servicer and the Special Servicer (or either of them) with
respect to the servicing of the Specially Serviced Mortgage Loans that have
arisen prior to the date on which the servicing of such Specially Serviced
Mortgage Loan was transferred to the Special Servicer (the "Effective
Date"), or that arise on and after the Effective Date, under this Agreement
and the subservicing agreement and that remain unperformed or unsatisfied
shall survive any transfer of servicing;
(11) once a Group I Mortgage Loan becomes a Specially Serviced
Mortgage Loan, such Mortgage Loan shall remain a Specially Serviced
Mortgage Loan, and shall continue to be serviced by the Special Servicer,
until the earlier of the liquidation or other disposition of such Mortgage
Loan or the termination of the subservicing agreement, regardless of
delinquency status or otherwise;
(12) the Guarantor may remove the Special Servicer if the Special
Servicer at any time fails to meet any of the above criteria or otherwise,
in the judgment of the Guarantor, fails to perform according to the terms
of the subservicing agreement and the provisions of this Section 3.14;
provided that prior to any such removal the Guarantor shall designate a
successor Special Servicer meeting the requirements of this Section 3.14,
and no removal of a Special Servicer shall be effective until a successor
Special Servicer has entered into a special subservicing agreement meeting
the requirements of this Section 3.14 and agreed to assume the duties of
the Special Servicer or the Master Servicer has undertaken such duties; and
(13) in connection with any transfer of a Group I Mortgage Loan to the
Special Servicer as a Specially Serviced Mortgage Loan, the Master Servicer
shall execute any appropriate assignments or other documents reasonable and
necessary to further the prosecution of the Special Servicer obligations
under the special subservicing agreement.
SECTION 3.15. Reports of Foreclosure and Abandonment of Mortgaged
Properties.
The Master Servicer shall file information returns with respect to the
receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property as required by
Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by
such Sections 6050H, 6050J and 6050P of the Code.
SECTION 3.16. Optional Purchase of Defaulted Mortgage Loans.
(a) (i) The NIMS Insurer or the Guarantor (only with respect to
the Group I Mortgage Loans) may, at its option, purchase a Mortgage Loan
which has become 90 or more days delinquent or for which the Master
Servicer has accepted a deed in lieu of foreclosure. Prior to purchase
pursuant to this Section 3.16(a)(i), the Master Servicer shall be required
to continue to make Advances pursuant to Section 4.03. The NIMS Insurer or
the Guarantor, as applicable, shall not use any procedure in selecting
Mortgage Loans to be repurchased which is materially adverse to the
interests of the Certificateholders. The NIMS Insurer or the Guarantor, as
applicable, shall purchase such delinquent Mortgage Loan at a price equal
to the Purchase Price of such Mortgage Loan. Any such purchase of a
Mortgage Loan pursuant to this Section 3.16(a)(i) shall be accomplished by
remittance to the Master Servicer for deposit in the Collection Account of
the amount of the Purchase Price. The Trustee shall effectuate the
conveyance of such delinquent Mortgage Loan to the NIMS Insurer or the
Guarantor, as applicable, to the extent necessary, as requested, and the
Trustee shall promptly deliver all documentation to the NIMS Insurer or the
Guarantor, as applicable.
(i) During the first full calendar month (but excluding the last
Business Day thereof) following a Mortgage Loan or related REO Property
becoming 90 days or more delinquent, the Master Servicer shall have the
option, but not the obligation to purchase from the Trust Fund any such
Mortgage Loan or related REO Property that is then still 90 days or more
delinquent, which the Master Servicer determines in good faith shall
otherwise become subject to foreclosure proceedings (evidence of such
determination to be delivered in writing to the Trustee prior to purchase),
at a price equal to the Purchase Price. The Purchase Price for any Mortgage
Loan or related REO Property purchased hereunder shall be deposited in the
Collection Account, and the Trustee, upon written certification of such
deposit, shall release or cause to be released to the Master Servicer the
related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as
the Master Servicer shall furnish and as shall be necessary to vest in the
Master Servicer title to any Mortgage Loan or related REO Property released
pursuant hereto.
(b) If with respect to any delinquent Mortgage Loan or related REO
Property, the option of the Master Servicer set forth in the preceding paragraph
shall have arisen but the Master Servicer shall have failed to exercise such
option on or before the Business Day preceding the last Business Day of the
calendar month following the calendar month during which such Mortgage Loan or
related REO Property first became 90 days or more delinquent, then such option
shall automatically expire; provided, however, that if any such Mortgage Loan or
related REO Property shall cease to be 90 days or more delinquent but then
subsequently shall again become 90 days or more delinquent, then the Master
Servicer shall be entitled to another repurchase option with respect to such
Mortgage Loan or REO Property as provided in the preceding paragraph.
SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall promptly notify
the Trustee and any related Custodian by a certification in the form of Exhibit
E or such other form supplied by the Master Servicer provided that it does not
differ from the substantive content of Exhibit E (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.04(b) have been or shall be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, the Trustee or
such Custodian, as the case may be, shall promptly release (and in no event more
than three (3) Business Days thereafter) the related Mortgage File to the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.
(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee and any related
Custodian shall, upon request of the Master Servicer and delivery to the Trustee
or such Custodian, as the case may be, of a Request for Release in the form of
Exhibit E or such other form supplied by the Master Servicer provided that it
does not differ from the substantive content of Exhibit E, release the related
Mortgage File to the Master Servicer, and the Trustee shall, at the direction of
the Master Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings and the Master Servicer shall retain such
Mortgage File in trust for the benefit of the Certificateholders. Such Request
for Release shall obligate the Master Servicer to return each and every document
previously requested from the Mortgage File to the Trustee or to such Custodian
when the need therefor by the Master Servicer no longer exists, unless the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Collection Account or the Mortgage File
or such document has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master Servicer has delivered to
the Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the Collection Account have been so deposited, or
that such Mortgage Loan has become an REO Property, upon request, a copy of the
Request for Release shall be released by the Trustee or such Custodian to the
Master Servicer.
(c) Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the Master Servicer any court pleadings, requests
for trustee's sale or other documents reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trustee and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee shall not invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
(d) The Trustee (or the Custodian on behalf of the Trustee) and the
Master Servicer may mutually agree on policies and procedures (commercially
reasonable in nature) to allow the submission of any and all requests for the
release of a Mortgage File electronically with a digital signature or other
identifier to designate the Servicing Officer of the Master Servicer requesting
such collateral.
SECTION 3.18. Servicing Compensation.
As compensation for the activities of the Master Servicer hereunder,
the Master Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan payable solely from payments of interest in respect of such
Mortgage Loan, subject to Section 4.03(e). In addition, the Master Servicer
shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds,
Subsequent Recoveries or Liquidation Proceeds to the extent permitted by Section
3.05(a)(ii), out of general funds in the Collection Account to the extent
permitted by Section 3.05(a) and out of amounts derived from the operation and
sale of an REO Property to the extent permitted by Section 3.13. The right to
receive the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer's responsibilities
and obligations under this Agreement.
Additional servicing compensation in the form of assumption fees, late
payment charges, insufficient funds fees, reconveyance fees and other similar
fees and charges (other than Prepayment Charges) shall be retained by the Master
Servicer only to the extent such amounts, fees or charges are received by the
Master Servicer. The Master Servicer shall also be entitled pursuant to Section
3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h)
to withdraw from any Escrow Account and pursuant to Section 3.13(b) to withdraw
from any REO Account, as additional servicing compensation, interest or other
income earned on deposits therein, subject to Section 3.06. The Master Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including premiums for the insurance required by
Section 3.08, Section 3.09 and Section 3.10, to the extent such premiums are not
paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of
each Sub-Servicer, and to the extent provided in Section 8.05, the fees and
expenses of the Trustee) and shall not be entitled to reimbursement therefor
except as specifically provided herein.
SECTION 3.19. Statement as to Compliance.
The Master Servicer shall deliver to the Trustee, the NIMS Insurer,
the Guarantor, the Depositor and each Rating Agency on or before March 15th of
each calendar year commencing in 2006, an Officers' Certificate in a form
similar to Exhibit M attached hereto agreeable to the parties hereto, stating,
as to each signatory thereof, that (i) a review of the activities of the Master
Servicer during the preceding calendar year and of performance under this
Agreement has been made under such officers' supervision and (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under this Agreement throughout such year, or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. Copies of any such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon the request and at the expense of the
requesting party, provided that such statement is delivered by the Master
Servicer to the Trustee.
SECTION 3.20. Independent Public Accountants' Servicing Report.
Not later than March 15th of each calendar year commencing in 2006,
the Master Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Master Servicer a
report stating that (i) it has obtained a letter of representation regarding
certain matters from the management of the Master Servicer which includes an
assertion that the Master Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in the Uniform Single Attestation
Program for Mortgage Bankers established by the Mortgage Bankers Association of
America, with respect to the servicing of residential mortgage loans during the
most recently completed calendar year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of residential mortgage loans by
Sub-Servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Sub-Servicers. Immediately upon receipt of such report, the Master
Servicer shall furnish a copy of such report to the Trustee, the NIMS Insurer,
the Guarantor and each Rating Agency. Copies of such statement shall be provided
by the Trustee to any Certificateholder upon request at the Master Servicer's
expense, provided that such statement is delivered by the Master Servicer to the
Trustee. In the event such firm of independent certified public accountants
requires the Trustee to agree to the procedures performed by such firm, the
Master Servicer shall direct the Trustee in writing to so agree; it being
understood and agreed that the Trustee shall deliver such letter of agreement in
conclusive reliance upon the direction of the Master Servicer, and the Trustee
has not made any independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures.
SECTION 3.21. Access to Certain Documentation.
(a) The Master Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Master Servicer designated by it. In addition,
access to the documentation regarding the Mortgage Loans shall be provided to
any Certificateholder or Certificate Owner, the Trustee, the NIMS Insurer, the
Guarantor and to any Person identified to the Master Servicer as a prospective
transferee of a Certificate, upon reasonable request during normal business
hours at the offices of the Master Servicer designated by it at the expense of
the Person requesting such access. In each case, access to any documentation
regarding the Mortgage Loans may be conditioned upon the requesting party's
acknowledgment in writing of a confidentiality agreement reasonably satisfactory
to the Master Servicer regarding any information that is required to remain
confidential under the Xxxxx-Xxxxx-Xxxxxx Act of 1999. Nothing in this Section
3.21 shall limit the obligation of the Master Servicer to observe any applicable
law prohibiting disclosure of information regarding the borrowers and the
failure of the Master Servicer to provide access as provided in this Section
3.21 as a result of such obligation shall not constitute a breach of this
Section 3.21.
(b) For a period of two years from the Closing Date, the Guarantor may
contact the Depositor or the Seller to confirm that the Seller continues to
actively engage in a program to originate mortgage loans to low-income families
and to obtain other non-proprietary information about the Seller's activities
that may assist the Guarantor in completing its own regulatory requirements
during normal business hours and subject to reimbursement for expenses. The
Depositor shall use reasonable efforts to provide such information to the
Guarantor.
SECTION 3.22. [Reserved].
SECTION 3.23. Advance Facility.
(a) The Master Servicer and/or the Trustee on behalf of the Trust
Fund, in either case, with the consent of the Guarantor, the NIMS Insurer and
the Master Servicer in the case of the Trustee, is hereby authorized to enter
into a facility (an "Advance Facility") with any Person which provides that such
Person (an "Advancing Person") may fund Advances and/or Servicing Advances to
the Trust Fund under this Agreement, although no such facility shall reduce or
otherwise affect the Master Servicer's obligation to fund such Advances and/or
Servicing Advances. If the Master Servicer enters into such an Advance Facility
pursuant to this Section 3.23, upon reasonable request of the Advancing Person,
the Trustee shall execute a letter of acknowledgment, confirming its receipt of
notice of the existence of such Advance Facility. To the extent that an
Advancing Person funds any Advance or any Servicing Advance and provides the
Trustee with notice acknowledged by the Master Servicer that such Advancing
Person is entitled to reimbursement directly from the Trustee pursuant to the
terms of the Advance Facility, such Advancing Person shall be entitled to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.23(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits the
applicable Advance or Servicing Advance to be reimbursed and the section(s) of
the Advance Facility that entitle the Advancing Person to request reimbursement
from the Trustee, rather than the Master Servicer, and include the Master
Servicer's acknowledgment thereto or proof of an Event of Default under the
Advance Facility. The Trustee shall have no duty or liability with respect to
any calculation of any reimbursement to be paid to an Advancing Person and shall
be entitled to rely without independent investigation on the Advancing Person's
notice provided pursuant to this Section 3.23. An Advancing Person whose
obligations hereunder are limited to the funding of Advances and/or Servicing
Advances shall not be required to meet the qualifications of a Master Servicer
or a Sub-Servicer pursuant to Section 6.06 hereof and shall not be deemed to be
a Sub-Servicer under this Agreement. If the terms of a facility proposed to be
entered into with an Advancing Person by the Trust Fund would not materially and
adversely affect the interests of any Certificateholder, then the NIMS Insurer
shall not withhold its consent to the Trust Fund's entering such facility.
(b) If, pursuant to the terms of the Advance Facility, an Advancing
Person is entitled to reimbursement directly from the Trustee, then the Master
Servicer shall not reimburse itself therefor under Section 3.05(a)(ii), Section
3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) prior to the remittance
to the Trust Fund, but instead the Master Servicer shall include such amounts in
the applicable remittance to the Trustee made pursuant to Section 3.04(g) to the
extent of amounts on deposit in the Collection Account on the related Master
Servicer Remittance Date. The Trustee is hereby authorized to pay to the
Advancing Person reimbursements for Advances and Servicing Advances from the
Distribution Account, to the extent permitted under the terms of the Advance
Facility, to the same extent the Master Servicer would have been permitted to
reimburse itself for such Advances and/or Servicing Advances in accordance with
Section 3.05(a)(ii), Section 3.05(a)(iii) or Section 3.05(a)(v), as the case may
be, had the Master Servicer itself funded such Advance or Servicing Advance. The
Trustee is hereby authorized to pay directly to the Advancing Person such
portion of the Servicing Fee as the parties to any Advance Facility agree to in
writing delivered to the Trustee.
(c) All Advances and Servicing Advances made pursuant to the terms of
this Agreement shall be deemed made and shall be reimbursed on a "first in first
out" (FIFO) basis.
(d) In the event the Master Servicer is terminated pursuant to Section
7.01, the Advancing Person shall succeed to the terminated Master Servicer's
right of reimbursement set forth in Section 7.02(c) to the extent of such
Advancing Person's financing of Advances or Servicing Advances hereunder then
remaining unreimbursed.
(e) Any amendment to this Section 3.23 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 3.23, including
amendments to add provisions relating to a successor master servicer, may be
entered into by the Trustee and the Master Servicer without the consent of any
Certificateholder but with the consent of the Guarantor and the NIMS Insurer and
written confirmation from each Rating Agency that the amendment shall not result
in the reduction or withdrawal of the then-current ratings of any outstanding
Class of Certificates or any other notes secured by collateral which includes
all or a portion of the Class CE Certificates, the Class P Certificates and/or
the Residual Certificates, notwithstanding anything to the contrary in this
Agreement.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions.
(a) On each Distribution Date, the following amounts, in the following
order of priority, shall be distributed by REMIC I to REMIC II on account of the
REMIC I Regular Interests and distributed to the holders of the Class R
Certificates (in respect of the Class R-I Interest), as the case may be:
With respect to the Group I Mortgage Loans:
(1) to Holders of REMIC I Regular Interest I, and each of REMIC I
Regular Interest I-1-A through I-52-B, PRO RATA, in an amount equal to (A)
Uncertificated Interest for such REMIC I Regular Interests for such
Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates.
(2) to the extent of amounts remaining after the distributions
made pursuant to clause (i) above, payments of principal shall be allocated
as follows: first, to REMIC I Regular interests I-1-A through I-52-B
starting with the lowest numerical denomination until the Uncertificated
Balance of each such REMIC I Regular Interest is reduced to zero, provided
that, for REMIC I Regular Interests with the same numerical denomination,
such payments of principal shall be allocated PRO RATA between such REMIC I
Regular Interests, and second, to the extent of the product of (a) any
Overcollateralization Reduction Amounts multiplied by (b) a fraction, the
numerator of which is the aggregate Scheduled Principal Balance of the
Group I Mortgage Loans and the denominator of which is the aggregate
Scheduled Principal Balance of the Mortgage Loans, to REMIC I Regular
Interest I until the Uncertificated Balance of such REMIC I Regular
Interest is reduced to zero; and
(3) to the Holders of REMIC I Regular Interest P, (A) all amounts
representing Prepayment Charges in respect of the Mortgage Loans received
during the related Prepayment Period and (B) on the Distribution Date
immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date
thereafter until $100 has been distributed pursuant to this clause.
With respect to the Group II Mortgage Loans:
(1) to Holders of REMIC I Regular Interest I and each of REMIC I
Regular Interest II-1-A through II-52-B, PRO RATA, in an amount equal to
(A) Uncertificated Interest for such REMIC I Regular Interests for such
Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates.
to the extent of amounts remaining after the distributions made
pursuant to clause (i) above, payments of principal shall be allocated as
follows: first, to REMIC I Regular interests II-1-A through II-52-B
starting with the lowest numerical denomination until the Uncertificated
Balance of each such REMIC I Regular Interest is reduced to zero, provided
that, for REMIC I Regular Interests with the same numerical denomination,
such payments of principal shall be allocated PRO RATA between such REMIC I
Regular Interests, and second, to the extent of the product of (a) any
Overcollateralization Reduction Amounts multiplied by (b) a fraction, the
numerator of which is the aggregate Scheduled Principal Balance of the
Group I Mortgage Loans and the denominator of which is the aggregate
Scheduled Principal Balance of the Mortgage Loans, to REMIC I Regular
Interest I until the Uncertificated Balance of such REMIC I Regular
Interest is reduced to zero.
On each Distribution Date, all amounts representing Prepayment Charges
in respect of the Mortgage Loans received during the related Prepayment Period
shall be distributed by REMIC I to the Holders of REMIC I Regular Interest I.
The payment of the foregoing amounts to the Holders of REMIC I Regular Interest
I shall not reduce the Uncertificated Balance thereof.
(b) On each Distribution Date, the following amounts, in the following
order of priority, shall be distributed by REMIC II to REMIC III on account of
the REMIC II Regular Interests and distributed to the Holders of the Class R
Certificates (in respect of the Class R-II Interest), as the case may be:
(ii) first, to the Holders of REMIC II Regular Interest II-IO, in an
amount equal to (A) Uncertificated Interest for such REMIC II Regular
Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates and second, to
the Holders of REMIC II Regular Interest II-LTAA, REMIC II Regular Interest
II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest
II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest
II-LTM11, REMIC II Regular Interest II-LTZZ and REMIC II Regular Interest
II-LTP, PRO RATA, in an amount equal to (A) the Uncertificated Interest for
such Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates. Amounts payable as Uncertificated
Interest in respect of REMIC II Regular Interest II-LTZZ shall be reduced
and deferred when the REMIC II Overcollateralized Amount is less than the
REMIC II Overcollateralization Target Amount, by the lesser of (x) the
amount of such difference and (y) the Maximum II-LTZZ Uncertificated
Interest Deferral Amount and such amount shall be payable to the Holders of
REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B,
REMIC II Regular Interest II-LTA1C, REMIC II Regular Interest II-LTA1D,
REMIC II Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B,
REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D,
REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC
II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II
Regular Interest II-LTM11 in the same proportion as the
Overcollateralization Increase Amount is allocated to the Corresponding
Certificates and the Uncertificated Principal Balance of the REMIC II
Regular Interest II-LTZZ shall be increased by such amount;
(iii) to the Holders of REMIC II Regular Interest II-LT1SUB, REMIC II
Regular Interest II-LT1GRP, REMIC II Regular Interest II-LT2SUB, REMIC II
Regular Interest II-LT2GRP and REMIC II Regular Interest II-LTXX, PRO RATA,
in an amount equal to (A) the Uncertificated Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates;
(iv) to the Holders of REMIC II Regular Interests, in an amount equal
to the remainder of the REMIC II Marker Allocation Percentage of the REMIC
Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above, allocated as follows:
(a) 98.00% of such remainder (other than amounts payable under
clause (c) below), to the Holders of REMIC II Regular Interest II-LTAA
and REMIC II Regular Interest II-LTP, until the Uncertificated Balance
of such REMIC II Regular Interest is reduced to zero, provided,
however, that REMIC II Regular Interest II-LTP shall not be reduced
until the Distribution Date immediately following the expiration of
the latest Prepayment Charge as identified on the Prepayment Charge
Schedule or any Distribution Date thereafter, at which point such
amount shall be distributed to REMIC II Regular Interest II-LTP, until
$100 has been distributed pursuant to this clause;
(b) 2.00% of such remainder (other than amounts payable under
clause (c) below) first, to the Holders of REMIC II Regular Interest
II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular
Interest II-LTA1C, REMIC II Regular Interest II-LTA1D, REMIC II
Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC
II Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D,
REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8,
REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11, 1.00% and in the same
proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Balances of such REMIC II
Regular Interests are reduced to zero and second, to the Holders of
REMIC II Regular Interest II-LTZZ, until the Uncertificated Balance of
such REMIC II Regular Interest is reduced to zero; and
(c) any remaining amount to the Holders of the Class R
Certificates (in respect of the Class R-III Interest);
provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be allocated
to the Holders of (i) REMIC II Regular Interest II-LTAA and REMIC II Regular
Interest II-LTP, in that order and (ii) REMIC II Regular Interest II-LTZZ,
respectively; provided that REMIC II Regular Interest II-LTP shall not be
reduced until the Distribution Date immediately following the expiration of the
latest Prepayment Charge as identified on the Prepayment Charge Schedule or any
Distribution Date thereafter, at which point such amount shall be distributed to
REMIC II Regular Interest II-LTP, until $100 has been distributed pursuant to
this clause; and
(v) to the Holders of REMIC II Regular Interests, in an amount equal
to the remainder of the REMIC II Sub WAC Allocation Percentage of the REMIC
Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above such that distributions of interest are deemed
to be made to REMIC II Regular Interest II-LT1SUB, REMIC II Regular
Interest II-LT1GRP, REMIC II Regular Interest II-LT2SUB, REMIC II Regular
Interest II-LT2GRP and REMIC II Regular Interest II-LTXX, pro rata, in an
amount equal to (A) the Uncertificated Interest for each such REMIC II
Regular Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates and such
that distributions of principal shall be deemed to be made to the REMIC II
Regular Interests FIRST, so as to keep the Uncertificated Balance of each
REMIC II Regular Interest ending with the designation "GRP" equal to 0.01%
of the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group; SECOND, to each REMIC II Regular Interest ending with
the designation "SUB," so that the Uncertificated Balance of each such
REMIC II Regular Interest is equal to 0.01% of the excess of (x) the
aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group over (y) the current Certificate Principal Balance of the Class
A Certificate in the related Loan Group (except that if any such excess is
a larger number than in the preceding distribution period, the least amount
of principal shall be distributed to such REMIC II Regular Interests such
that the REMIC II Subordinated Balance Ratio is maintained); and THIRD, any
remaining principal to REMIC II Regular Interest II-LTXX.
Notwithstanding the priorities and amounts of distribution of funds
pursuant to this Section 4.01(a)(1), actual distributions of Available Funds
shall be made only in accordance with Section 4.01(a)(2), (3) and (4).
On each Distribution Date, 100% of the amounts distributed on REMIC II
Regular Interest II-IO shall be deemed distributed by REMIC II to REMIC III in
respect of the Class SWAP-IO Interest. Such amounts shall be deemed distributed
by REMIC III to the Swap Administrator for deposit into the Swap Account.
(2)(I) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to the Group I Interest Remittance Amount
and distribute to the Certificateholders the following amounts, in the following
order of priority:
(i) to the Guarantor, the Guaranty Fee;
(ii) concurrently, to the Holders of each Class of Group I
Certificates, on a PRO RATA basis based on the entitlement of each such
Class, the Senior Interest Distribution Amount related to such
Certificates;
(iii) to the Guarantor, any Guarantor Reimbursement Amount then due;
and
(iv) concurrently, to the Holders of each Class of Group II
Certificates, on a PRO RATA basis based on the entitlement of each such
Class, the Senior Interest Distribution Amount for each such Class,
remaining undistributed after the distribution of the Group II Interest
Remittance Amount as set forth in Section 4.01(a)(2)(II)(i) below.
(II) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to the Group II Interest Remittance Amount
and distribute to the Certificateholders the following amounts, in the following
order of priority:
(i) concurrently, to the Holders of each Class of Group II
Certificates, on a PRO RATA basis based on the entitlement of each such
Class, the Senior Interest Distribution Amount related to such
Certificates;
(ii) concurrently, to the Holders of each Class of Group I
Certificates, on a PRO RATA basis based on the entitlement of each such
Class, the Senior Interest Distribution Amount for each such Class,
remaining undistributed after the distribution of the Group I Interest
Remittance Amount, as set forth in Section 4.01(a)(2)(I)(ii) above;
(iii) to the Guarantor, the Guaranty Fee, to the extent remaining
unpaid after the distributions of the Group I Interest Remittance Amount as
set forth in Section 4.01(a)(2)(I)(i); and
(iv) to the Guarantor, any Guarantor Reimbursement Amount then due, to
the extent remaining unpaid after the distributions of the Group I Interest
Remittance Amount as set forth in Section 4.01(a)(2)(I)(iii).
(III) On each Distribution Date, following the distributions made
pursuant to Section 4.01(a)(2)(I) and (II) above, the Trustee shall withdraw
from the Distribution Account an amount equal to any remaining Group I Interest
Remittance Amount and Group II Interest Remittance Amount and will distribute
any such amount sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, in an amount equal to the Interest Distribution
Amount for each such Class.
(3) (I) On each Distribution Date (a) prior to the Stepdown Date or
(b) on which a Trigger Event is in effect, the Group I Principal Distribution
Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group I Certificates (allocated among the
Classes of Group I Certificates in the priority described in Section
4.01(a)(5) below), until the Certificate Principal Balances of such Classes
have been reduced to zero;
(ii) to the Guarantor, any Guarantor Reimbursement Amount then due, to
the extent not paid pursuant to Sections 4.01(a)(2)(I)(i) and (iii) and
4.01(a)(2)(II)(iii) and (iv); and
(iii) concurrently, to the Holders of the Group II Certificates
(allocated among the Classes of Group II Certificates in the priority
described in Section 4.01(a)(5) below), after taking into account the
distribution of the Group II Principal Distribution Amount, as described in
Section 4.01(a)(3)(II), until the Certificate Principal Balances of such
Classes have been reduced to zero.
(II) On each Distribution Date (a) prior to the Stepdown Date or (b)
on which a Trigger Event is in effect, the Group II Principal Distribution
Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group II Certificates (allocated among the
Classes of Group II Certificates in the priority described in Section
4.01(a)(5) below), until the Certificate Principal Balances of such Classes
have been reduced to zero; and
(ii) concurrently, to the Holders of the Group I Certificates
(allocated among the Classes of Group I Certificates in the priority
described in Section 4.01(a)(5) below), after taking into account the
distribution of the Group I Principal Distribution Amount, as described in
Section 4.01(a)(3)(I) above, until the Certificate Principal Balances of
such Classes have been reduced to zero.
(III) On each Distribution Date (a) prior to the Stepdown Date or (b)
on which a Trigger Event is in effect, the Trustee shall withdraw from the
Distribution Account an amount equal to the sum of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount remaining
undistributed for such Distribution Date and shall distribute such amount
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in
that order, in each case, until the Certificate Principal Balance of such Class
has been reduced to zero.
(IV) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the Group I Principal
Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group I Certificates (allocated among the
Classes of Group I Certificates in the priority described in Section
4.01(a)(5) below), the Senior Group I Principal Distribution Amount, until
the Certificate Principal Balances of such Classes have been reduced to
zero;
(ii) to the Guarantor, any Guarantor Reimbursement Amount then due, to
the extent not paid pursuant to Sections 4.01(a)(2)(I)(i) and (iii) and
4.01(a)(2)(II)(iii) and (iv); and
(iii) to the Holders of the Group II Certificates (allocated among the
Classes of Group II Certificates in the priority described in Section
4.01(a)(5) below), after taking into account the distribution of the Group
II Principal Distribution, as described in Section 4.01(a)(3)(V)(i) below,
up to an amount equal to the Senior Group II Principal Distribution Amount
remaining undistributed, until the Certificate Principal Balances of such
Classes have been reduced to zero.
(V) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the Group II Principal
Distribution Amount shall be distributed in the following order of priority:
(i) to the Holders of the Group II Certificates (allocated among the
Classes of Group II Certificates in the priority described in Section
4.01(a)(5) below), the Senior Group II Principal Distribution Amount, until
the Certificate Principal Balances of such Classes have been reduced to
zero; and
(ii) concurrently, to the Holders of the Group I Certificates
(allocated among the Classes of Group I Certificates in the priority
described in Section 4.01(a)(5) below), after taking into account the
distribution of the Group I Principal Distribution Amount, as described in
Section 4.01(a)(3)(IV)(i) above, up to an amount equal to the Senior Group
I Principal Distribution Amount remaining undistributed, until the
Certificate Principal Balances of such Classes have been reduced to zero.
(VI) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the sum of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount remaining
undistributed for such Distribution Date shall be distributed in the following
order of priority:
(i) to the Holders of the Class M-1 Certificates, the Class M-1
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(ii) to the Holders of the Class M-2 Certificates, the Class M-2
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(iii) to the Holders of the Class M-3 Certificates, the Class M-3
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(iv) to the Holders of the Class M-4 Certificates, the Class M-4
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(v) to the Holders of the Class M-5 Certificates, the Class M-5
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(vi) to the Holders of the Class M-6 Certificates, the Class M-6
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(vii) to the Holders of the Class M-7 Certificates, the Class M-7
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(viii) to the Holders of the Class M-8 Certificates, the Class M-8
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(ix) to the Holders of the Class M-9 Certificates, the Class M-9
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
(x) to the Holders of the Class M-10 Certificates, the Class M-10
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero; and
(xi) to the Holders of the Class M-11 Certificates, the Class M-11
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
provided however to the extent a Class IO Distribution Amount is payable from
principal collections, Principal Distribution Amounts will be deemed paid to the
most subordinate Class of Regular Certificates, until the Certificate Principal
Balance thereof has been reduced to zero and such amount will be paid pursuant
to Section 4.10(d).
(4) On each Distribution Date, the Net Monthly Excess Cashflow shall
be distributed as follows:
(i) to the Holders of the Class or Classes of Certificates then
entitled to receive distributions in respect of principal, in an amount
equal to the Overcollateralization Increase Amount, applied as part of the
Group I Principal Distribution Amount or the Group I Principal
Distribution, as applicable, to reduce the Certificate Principal Balance of
such Certificates until the aggregate Certificate Principal Balance of such
Certificates is reduced to zero;
(ii) sequentially, to the Holders of the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class M-10 and Class M-11 Certificates, in that order, in each case up to
the Interest Carry Forward Amount for each such Class of Mezzanine
Certificates for such Distribution Date;
(iii) sequentially, to the Holders of the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class M-10 and Class M-11 Certificates, in that order, in each case up to
the Allocated Realized Loss Amount for each such Class of Mezzanine
Certificates for such Distribution Date;
(iv) to the Net WAC Rate Carryover Reserve Account, the amount
required by Section 4.11(b), without taking into account amounts received
under the Interest Rate Swap Agreement;
(v) to the Holders of the Class CE Certificates, (a) the Interest
Distribution Amount for such Distribution Date and (b) on any Distribution
Date on which the Certificate Principal Balances of the Class A
Certificates and the Mezzanine Certificates have been reduced to zero, any
remaining amounts in reduction of the Certificate Principal Balance of the
Class CE Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; and
(vi) to the Holders of the Class R Certificates, any remaining
amounts; provided that if such Distribution Date is the Distribution Date
immediately following the expiration of the latest Prepayment Charge term
as identified on the Mortgage Loan Schedule or any Distribution Date
thereafter, then any such remaining amounts shall be distributed first, to
the Holders of the Class P Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and second, to the Holders of the
Class R Certificates.
(5) With respect to the Classes of Group I Certificates, all principal
distributions shall be distributed sequentially, to the Class A-1A, Class A-1B,
Class A-1C and Class A-1D Certificates, in that order, until their respective
Certificate Principal Balances have been reduced to zero.
With respect to the Classes of Group II Certificates, all principal
distributions shall be distributed sequentially, to the Class A-2A, Class A-2B,
Class A-2C and Class A-2D Certificates, in that order, until their respective
Certificate Principal Balances have been reduced to zero.
On each Distribution Date, following the foregoing distributions, an
amount equal to the amount of Subsequent Recoveries deposited into the
Collection Account pursuant to Section 3.05 and included in the Available Funds
for such Distribution Date shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the Highest Priority up to
the extent of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. An amount equal to the amount of any
remaining Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the next Highest Priority,
up to the amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04, and so on. Holders of such Certificates
shall not be entitled to any distribution in respect of interest on the amount
of such increases for any Interest Accrual Period preceding 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.
(b) On each Distribution Date, after making the distributions of the
Available Funds as set forth above, the Trustee shall FIRST, withdraw from the
Net WAC Rate Carryover Reserve Account all net income from the investment of
funds in the Net WAC Rate Carryover Reserve Account and distribute such amount
to the Holders of the Class CE Certificates, and SECOND, withdraw from the Net
WAC Rate Carryover Reserve Account, to the extent of amounts remaining on
deposit therein, the amount of any Net WAC Rate Carryover Amount for such
Distribution Date and distribute such amount as follows:
FIRST, concurrently, to each Class of Class A Certificates, the
related Net WAC Rate Carryover Amount, on a PRO RATA basis based on such
respective Net WAC Rate Carryover Amounts; and
SECOND, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class
M-11 Certificates, in that order, the related Net WAC Rate Carryover Amount.
On each Distribution Date, the Trustee shall withdraw any amounts then
on deposit in the Distribution Account that represent Prepayment Charges
collected by the Master Servicer and Master Servicer Prepayment Charge Payment
Amounts payable by the Master Servicer pursuant to Section 2.03(b)(ii), in each
case to the extent not related to Principal Prepayments occurring after the
related Prepayment Period, and the Trustee shall distribute such amounts to the
Holders of the Class P Certificates. Such distributions shall not be applied to
reduce the Certificate Principal Balance of the Class P Certificates.
(c) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated PRO RATA among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Payments in respect of each Class of Certificates on each Distribution Date
shall be made to the Holders of the respective Class of record on the related
Record Date (except as otherwise provided in Section 4.01(e) or Section 9.01
respecting the final distribution on such Class), based on the aggregate
Percentage Interest represented by their respective Certificates, and shall be
made by wire transfer of immediately available funds to the account of any such
Holder at a bank or other entity having appropriate facilities therefor, if such
Holder shall have so notified the Trustee in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date, or
otherwise by check mailed by first class mail to the address of such Holder
appearing in the Certificate Register. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the office of the Trustee maintained for such
purpose pursuant to Section 8.12 or such other location specified in the notice
to Certificateholders of such final distribution.
Payments to the Guarantor on each Distribution Date will be made by
wire transfer of immediately available funds to the following Federal Reserve
Account:
Telegraphic: FNMA NYC
ABA: 000-000-000
Ref: 2005-T3
Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
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" or "indirect participating 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 Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(d) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Agreement. Neither the Holders of
any Class of Certificates nor the Trustee nor the Master Servicer shall in any
way be responsible or liable to the Holders of any other Class of Certificates
in respect of amounts properly previously distributed on the Certificates.
(e) On each Distribution Date, after making the distributions of the
Available Funds, Net Monthly Excess Cashflow and amounts on deposit in the Net
WAC Rate Carryover Reserve Account as set forth above, the Trustee shall
distribute the amount on deposit in the Swap Account as follows:
FIRST, to the Swap Provider, any Net Swap Payment owed to the Swap
Provider pursuant to the Interest Rate Swap Agreement for such Distribution
Date;
SECOND, to the Swap Provider, any Swap Termination Payment owed to the
Swap Provider not due to a Swap Provider Trigger Event pursuant to the Interest
Rate Swap Agreement;
THIRD, concurrently, to each Class of Class A Certificates, the
related Senior Interest Distribution Amount remaining undistributed after the
distributions of the Group I Interest Remittance Amount and the Group II
Interest Remittance Amount, on a PRO RATa basis based on such respective
remaining Senior Interest Distribution Amount;
FOURTH, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class
M-11 Certificates, in that order, the related Interest Distribution Amount and
Interest Carry Forward Amount, to the extent remaining undistributed after the
distributions of the Group I Interest Remittance Amount and the Group II
Interest Remittance Amount and the Net Monthly Excess Cashflow;
FIFTH, concurrently, to each Class of Class A Certificates, the
related Net WAC Rate Carryover Amount remaining unpaid after distributions from
the Net WAC Rate Carryover Reserve Account, on a PRO RATA basis based on such
respective remaining Net WAC Rate Carryover Amounts;
SIXTH, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class
M-11 Certificates, in that order, the related Net WAC Rate Carryover Amount
remaining unpaid after distributions from the Net WAC Rate Carryover Reserve
Account;
SEVENTH, to the Holders of the Class or Classes of Certificates then
entitled to receive distributions in respect of principal, in an amount
necessary to maintain the applicable Overcollateralization Target Amount equal
to the difference between (x) the Overcollateralization Increase Amount (for the
purpose of this section only, without giving effect to clause (B) of the
definition of "Overcollateralization Increase Amount") and (y) the amount
distributed pursuant to Section 4.01(a)(4)(i) of this Agreement;
EIGHTH, sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class
M-11 Certificates, in that order, in each case up to the related Allocated
Realized Loss Amount related to such Certificates for such Distribution Date
remaining undistributed after distribution of the Net Monthly Excess Cashflow;
and
NINTH, to the Swap Provider, any Swap Termination Payment due to a
Swap Provider Trigger Event, owed to the Swap Provider pursuant to the Interest
Rate Swap Agreement.
(f) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
shall be made on the next Distribution Date, the Trustee shall, no later than
five (5) days after the related Determination Date, mail to the Guarantor and
each Holder on such date of such Class of Certificates a notice to the effect
that:
(i) the Trustee expects that the final distribution with respect to
such Class of Certificates shall be made on such Distribution Date, but
only upon presentation and surrender of such Certificates at the office of
the Trustee therein specified or its agent; and
(ii) no interest shall accrue on such Certificates from and after the
end of the related Interest Accrual Period.
Any funds not distributed to any Holder or Holders of Certificates of
such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Trustee and credited to the account of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(f) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall, directly or through an agent, mail a final
notice to remaining non-tendering Certificateholders concerning surrender of
their Certificates but shall continue to hold any remaining funds for the
benefit of non-tendering Certificateholders. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in such trust fund. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Underwriters all remaining amounts,
and all rights of non-tendering Certificateholders in or to such amounts shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(f).
(g) Notwithstanding anything to the contrary herein, (i) in no event
shall the Certificate Principal Balance of a Class A Certificate or a Mezzanine
Certificate be reduced more than once in respect of any particular amount both
(a) allocated to such Certificate in respect of Realized Losses pursuant to
Section 4.04 and (b) distributed to the Holder of such Certificate in reduction
of the Certificate Principal Balance thereof pursuant to this Section 4.01 from
Net Monthly Excess Cashflow and (ii) in no event shall the Uncertificated
Balance of a REMIC Regular Interest be reduced more than once in respect of any
particular amount both (a) allocated to such REMIC Regular Interest in respect
of Realized Losses pursuant to Section 4.04 and (b) distributed on such REMIC
Regular Interest in reduction of the Uncertificated Balance thereof pursuant to
this Section 4.01.
(h) It is the intention of all of the parties hereto that the Class CE
Certificates receive all principal and interest received by the Trust on the
Mortgage Loans that is not otherwise distributable to any other Class of Regular
Certificates or REMIC Regular Interests. If the Trustee determines that the
Residual Certificates are entitled to any distributions, the Trustee, prior to
any such distribution to any Residual Certificate, shall notify the Depositor of
such impending distribution. Upon such notification, the Depositor will request
an amendment to the Pooling and Servicing Agreement to revise such mistake in
the distribution provisions. The Residual Certificate Holders, by their
acceptance of their Certificates, and the Master Servicer hereby agree and no
further consent shall be necessary (other than the consent of the NIMS Insurer),
notwithstanding anything to the contrary in Section 11.01 of the Pooling and
Servicing Agreement.
SECTION 4.02. Statements to Certificateholders.
On each Distribution Date, the Trustee shall prepare and make
available to each Holder of the Regular Certificates, the Guarantor, the Swap
Provider and the NIMS Insurer, a statement as to the distributions made on such
Distribution Date setting forth:
(i) the amount of the distribution made on such Distribution Date to
the Holders of the Certificates of each Class allocable to principal, and
the amount of distribution made on such Distribution Date to the Holders of
the Class P Certificates allocable to Prepayment Charges or Master Servicer
Prepayment Charge Payment Amounts;
(ii) the amount of the distribution made on such Distribution Date to
the Holders of the Certificates of each Class allocable to interest;
(iii) the aggregate Servicing Fee received by the Master Servicer
during the related Due Period and such other customary information as the
Trustee deems necessary or desirable, or which a Certificateholder
reasonably requests, to enable Certificateholders to prepare their tax
returns;
(iv) the aggregate amount of Advances for such Distribution Date;
(v) the aggregate Stated Principal Balance of the Mortgage Loans and
any REO Properties as of the close of business on such Distribution Date;
(vi) the number, aggregate Stated Principal Balance, weighted average
remaining term to maturity and weighted average Mortgage Rate of the
Mortgage Loans as of the related Due;
(vii) the number and aggregate unpaid Stated Principal Balance of
Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c)
delinquent 90 or more days, in each case, as of the last day of the
preceding calendar month, (d) as to which foreclosure proceedings have been
commenced and (e) with respect to which the related Mortgagor has filed for
protection under applicable bankruptcy laws, with respect to whom
bankruptcy proceedings are pending or with respect to whom bankruptcy
protection is in force;
(viii) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number of such Mortgage Loan,
the unpaid Stated Principal Balance and the Stated Principal Balance of
such Mortgage Loan as of the date it became an REO Property;
(ix) the book value and the Stated Principal Balance of any REO
Property as of the close of business on the last Business Day of the
calendar month preceding the Distribution Date;
(x) the aggregate amount of Principal Prepayments made during the
related Prepayment Period;
(xi) the aggregate amount of Realized Losses incurred during the
related Prepayment Period (or, in the case of Bankruptcy Losses allocable
to interest, during the related Due Period), separately identifying whether
such Realized Losses constituted Bankruptcy Losses and the aggregate amount
of Realized Losses incurred since the Closing Date and the aggregate amount
of Subsequent Recoveries received during the related Prepayment Period and
the aggregate amount of Subsequent Recoveries received since the Closing
Date (to the extent reported to the Trustee);
(xii) the aggregate amount of Extraordinary Trust Fund Expenses
withdrawn from the Collection Account or the Distribution Account for such
Distribution Date;
(xiii) the aggregate Certificate Principal Balance of each Class of
Certificates, after giving effect to the distributions, and allocations of
Realized Losses, made on such Distribution Date, separately identifying any
reduction thereof due to allocations of Realized Losses (to the extent
reported to the Trustee);
(xiv) the Certificate Factor for each such Class of Certificates
applicable to such Distribution Date;
(xv) the Interest Distribution Amount in respect of the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates for
such Distribution Date and the Interest Carry Forward Amount, if any, with
respect to the Class A Certificates and the Mezzanine Certificates on such
Distribution Date, and in the case of the Adjustable-Rate Certificates and
the Class CE Certificates, separately identifying any reduction thereof due
to allocations of Realized Losses, Prepayment Interest Shortfalls and
Relief Act Interest Shortfalls;
(xvi) the aggregate amount of any Prepayment Interest Shortfall for
such Distribution Date, to the extent not covered by payments by the Master
Servicer pursuant to Section 4.03(e) or allocated to the Class CE
Certificates;
(xvii) the aggregate amount of Relief Act Interest Shortfalls for such
Distribution Date;
(xviii) the Overcollateralization Target Amount and the Credit
Enhancement Percentage for such Distribution Date;
(xix) the Overcollateralization Increase Amount, if any, for such
Distribution Date;
(xx) the Overcollateralization Reduction Amount, if any, for such
Distribution Date;
(xxi) with respect to any Mortgage Loan as to which foreclosure
proceedings have been concluded, the loan number and unpaid Stated
Principal Balance of such Mortgage Loan as of the date of such conclusion
of foreclosure proceedings;
(xxii) with respect to Mortgage Loans as to which a Final Liquidation
has occurred, the number of Mortgage Loans, the unpaid Stated Principal
Balance of such Mortgage Loans as of the date of such Final Liquidation and
the amount of proceeds (including Liquidation Proceeds and Insurance
Proceeds) collected in respect of such Mortgage Loans;
(xxiii) the respective Pass-Through Rates applicable to the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates for
such Distribution Date and the Pass-Through Rate applicable to the
Adjustable-Rate Certificates for the immediately succeeding Distribution
Date;
(xxiv) the amount on deposit in the Net WAC Rate Carryover Reserve
Account as of the Determination Date;
(xxv) whether a Trigger Event is in effect;
(xxvi) the Guarantor Deficiency Amount, the Guarantor Payments and the
Guarantor Reimbursement Amount for such Distribution Date;
(xxvii) the Guaranty Fee to be paid to the Guarantor with respect to
the Guaranteed Certificates for such Distribution Date;
(xxviii) the Net WAC Rate Carryover Amount for the Class A
Certificates and the Mezzanine Certificates, if any, for such Distribution
Date, the amount remaining unpaid after reimbursements therefor on such
Distribution Date; and
(xxix) the amount of any Net Swap Payments or Swap Termination
Payments.
The Guarantor may reasonably request such other information in such
format as mutually agreed by the Guarantor and the Trustee and any other
information that is required by the Code and regulations thereunder to be made
available to Certificateholders.
With respect to the items described in (v), (vi), (vii), (viii), (x),
(xi) and (xxii) above, the Trustee shall set forth such information with respect
to each Loan Group and with respect to the Mortgage Pool.
The Trustee may make such statement available and certain other
information, including, without limitation, information required to be provided
by the Trustee, to Certificateholders, the Guarantor, the NIMS Insurer, the
Master Servicer, the Rating Agencies and to beneficial owners of the
Certificates through the Trustee's web site. Such web site is currently located
at "xxx.xxxxxxx.xxx." Assistance in using the web site can currently be obtained
by calling the Trustee's investor relations desk at (000) 000-0000. Parties
unable to use this distribution method may request that a paper copy be mailed
to them via first class mail by calling the investor relations desk. The
location of such web page and the procedures used therein are subject to change
from time to time at the Trustee's discretion. The Trustee shall have the right
to change the way monthly distribution statements are distributed in order to
make such distribution more convenient and/or more accessible to the above
parties. The Trustee shall be entitled to rely on but shall not be responsible
for the content or accuracy of any information provided by third parties for
purposes of preparing the monthly statement, and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto). As a condition to access the
Trustee's website, the Trustee may require registration and the acceptance of a
disclaimer. Notwithstanding anything to the contrary set forth in this
Agreement, the parties hereto acknowledge that in connection with the Trustee's
preparation of the foregoing reports, the Trustee shall rely solely upon the
information provided to it in the Remittance Reports.
In the case of information furnished pursuant to subclauses (i)
through (iii) above, the amounts shall be expressed as a dollar amount per
Single Certificate of the relevant Class.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to the NIMS Insurer, the Guarantor and each
Person who at any time during the calendar year was a Holder of a Regular
Certificate a statement containing the information set forth in subclauses (i)
through (iii) above, aggregated for such calendar year or applicable portion
thereof during which such person was a Certificateholder. Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time are in force.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to the NIMS Insurer, the Guarantor and each
Person who at any time during the calendar year was a Holder of a Residual
Certificate a statement setting forth the amount, if any, actually distributed
with respect to the Residual Certificates, as appropriate, aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
prepared by the Trustee and furnished to such Holders pursuant to the rules and
regulations of the Code as are in force from time to time.
The Trustee shall, upon written request, furnish to each
Certificateholder or Certificate Owner and the NIMS Insurer, the Guarantor,
during the term of this Agreement, such periodic, special, or other reports or
information, whether or not provided for herein, as shall be reasonable with
respect to the Certificateholder or Certificate Owner, or otherwise with respect
to the purposes of this Agreement, all such reports or information to be
provided at the expense of the Certificateholder or Certificate Owner in
accordance with such reasonable and explicit instructions and directions as the
Certificateholder or Certificate Owner may provide. For purposes of this Section
4.02, the Trustee's duties are limited to the extent that the Trustee receives
timely reports as required from the Master Servicer.
On each Distribution Date the Trustee shall provide Bloomberg
Financial Markets, L.P. ("Bloomberg") CUSIP level factors for each Class of
Certificates as of such Distribution Date, using a format and media mutually
acceptable to the Trustee and Bloomberg.
On the third Business Day preceding each Distribution Date, the
Trustee shall deliver to the Guarantor (by electronic medium as specified in the
next sentence) a statement identifying the Certificate Factor for each Class of
Certificates. The Trustee shall deliver such statement on or before 3:00 p.m.
(New York time) on such day via the internet using the following domain name:
xxxx_xxxxx@xxxxxxxxx.xxx. If a Guarantor Payment will be payable on a
Distribution Date, all information required under Section 4.02 must also be
similarly delivered to Guarantor on the third Business Day preceding such
Distribution Date. The second consecutive failure (or three or more failures in
any twelve-month period) by the Trustee to deliver the Certificate Factor (or to
deliver an accurate Certificate Factor) to the Guarantor shall constitute an
event of default and permit the Guarantor to remove the Trustee for cause;
provided that the Master Servicer had delivered an accurate and timely
Remittance Report for the related Distribution Date to the Trustee pursuant to
Section 4.03.
SECTION 4.03. Remittance Reports and Other Reports to the Trustee;
Advances; Payments in Respect of Prepayment Interest
Shortfalls.
(a) On the Master Servicer Reporting Date, the Master Servicer shall
deliver to the Trustee, the Guarantor, Ameriquest Mortgage Company and the NIMS
Insurer by telecopy (or by such other means as the Master Servicer, the Trustee,
the Guarantor, Ameriquest Mortgage Company and the NIMS Insurer may agree from
time to time) a Remittance Report with respect to the related Distribution Date.
All such reports shall be delivered to the Guarantor as specified in the
Guarantor's Lender Guide, as amended from time to time. Such Remittance Report
shall include (i) the amount of Advances to be made by the Master Servicer in
respect of the related Distribution Date, the aggregate amount of Advances
outstanding after giving effect to such Advances, and the aggregate amount of
Nonrecoverable Advances in respect of such Distribution Date and (ii) such other
information with respect to the Mortgage Loans as the Trustee may reasonably
require to perform the calculations necessary to make the distributions
contemplated by Section 4.01 and to prepare the statements to Certificateholders
contemplated by Section 4.02. The Trustee shall not be responsible to recompute,
recalculate or verify any information provided to it by the Master Servicer.
The Master Servicer shall comply with all of the requirements
specified in the Guarantor's "Private Label Wrap Deals - Quick Start Guide for
Lenders" or such other data and information as the Master Servicer and the
Guarantor may agree from time to time.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee, Ameriquest Mortgage Company, the NIMS
Insurer, the Guarantor and the Depositor a statement prepared by the Master
Servicer setting forth the status of the Collection Account as of the close of
business on such Distribution Date and showing, for the period covered by such
statement, the aggregate amount of deposits into and withdrawals from the
Collection Account of each category of deposit specified in Section 3.04(b) and
each category of withdrawal specified in Section 3.05. Such statement may be in
the form of the then current Xxxxxx Xxx Monthly Accounting Report for its
Guaranteed Mortgage Pass-Through Program with appropriate additions and changes,
and shall also include information as to the aggregate of the outstanding Stated
Principal Balances of all of the Mortgage Loans as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder and to any
Person identified to the Trustee as a prospective transferee of a Certificate,
upon request at the expense of the requesting party, provided such statement is
delivered by the Master Servicer to the Trustee. Any obligation on the Master
Servicer to deliver reports to Ameriquest Mortgage Company or their designees
shall be subject to the terms of a confidentiality agreement reasonably
satisfactory to the Master Servicer.
(b) The amount of Advances to be made by the Master Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did not
occur during the related Prepayment Period, an amount equal to the excess, if
any, of the Monthly Payments (with each interest portion thereof net of the
related Servicing Fee) that would have been due on the related Due Date in
respect of the related Mortgage Loans, over the net income from such REO
Property transferred to the Distribution Account pursuant to Section 3.13 for
distribution on such Distribution Date.
On or before 1:00 p.m. New York time on the Master Servicer Remittance
Date, the Master Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds or
(ii) from the Collection Account, to the extent of funds held therein for future
distribution (in which case, it shall cause to be made an appropriate entry in
the records of the Collection Account that amounts held for future distribution
have been, as permitted by this Section 4.03, used by the Master Servicer in
discharge of any such Advance) or (iii) in the form of any combination of (i)
and (ii) aggregating the total amount of Advances to be made by the Master
Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held
for future distribution used by the Master Servicer to make an Advance as
permitted in the preceding sentence or withdrawn by the Master Servicer as
permitted in Section 3.05(a)(vii) in reimbursement of Advances previously made
shall be appropriately reflected in the Master Servicer's records and replaced
by the Master Servicer by deposit in the Collection Account on or before any
future Master Servicer Remittance Date to the extent that the Available Funds
for the related Distribution Date (determined without regard to Advances to be
made on the Master Servicer Remittance Date) shall be less than the total amount
that would be distributed to the Classes of Certificateholders pursuant to
Section 4.01 on such Distribution Date if such amounts held for future
distributions had not been so used to make Advances. The Trustee shall provide
notice to the Master Servicer, Ameriquest Mortgage Company, the Guarantor and
the NIMS Insurer by telecopy by the close of business on any Master Servicer
Remittance Date in the event that the amount remitted by the Master Servicer to
the Trustee on such date is less than the Advances required to be made by the
Master Servicer for the related Distribution Date.
(c) The obligation of the Master Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from REMIC I pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.
(d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Master Servicer
if such Advance or Servicing Advance would, if made, constitute a Nonrecoverable
Advance or Nonrecoverable Servicing Advance. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or a Nonrecoverable Servicing
Advance or that any proposed Advance or Servicing Advance, if made, would
constitute a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
respectively, shall be evidenced by an Officers' Certificate of the Master
Servicer delivered to the Trustee, the Guarantor and the NIMS Insurer.
(e) The Master Servicer shall deliver to the Trustee for deposit into
the Distribution Account on or before 1:00 p.m. New York time on the Master
Servicer Remittance Date from its own funds an amount ("Compensating Interest")
equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls
for the related Distribution Date resulting solely from Principal Prepayments
during the related Prepayment Period and (ii) the amount of its aggregate
Servicing Fee for the most recently ended calendar month. The Master Servicer
shall not have the right to reimbursement for any amounts remitted to the
Trustee in respect of Prepayment Interest Shortfalls. Such amounts so remitted
shall be included in the Available Funds and distributed therewith on the next
Distribution Date. The Master Servicer shall not be obligated to pay any amounts
with respect to Relief Act Interest Shortfalls.
SECTION 4.04. Allocation of Realized Losses.
(a) On or before each Determination Date, the Master Servicer shall
determine as to each Mortgage Loan and REO Property: (i) the total amount of
Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Bankruptcy Losses; and (iii)
the respective portions of such Realized Losses allocable to interest and
allocable to principal. On or before each Determination Date, the Master
Servicer shall also determine as to each Mortgage Loan: (A) the total amount of
Realized Losses, if any, incurred in connection with any Deficient Valuations
made during the related Prepayment Period; and (B) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect
of Monthly Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Master Servicer
shall be evidenced by an Officers' Certificate delivered to the Trustee and the
Guarantor by the Master Servicer on the Master Servicer Reporting Date
immediately following the end of (x) in the case of Bankruptcy Losses allocable
to interest, the Due Period during which any such Realized Loss was incurred,
and (y) in the case of all other Realized Losses, the Prepayment Period during
which any such Realized Loss was incurred.
(b) All Realized Losses on the Mortgage Loans shall be allocated by
the Trustee on each Distribution Date as follows: FIRST, in reduction of
interest accrued on and otherwise distributable to the Class CE Certificates to
the extent of Net Monthly Excess Cashflow used to pay principal on the Class A
Certificates and the Mezzanine Certificates under clause (i) of Section 4.01
hereof; SECOND, in reduction of interest accrued on and otherwise distributable
to the Class CE Certificates to the extent of Net Monthly Excess Cashflow
available for distribution pursuant to clauses (ii) through (vi) of Section
4.01(a)(4) hereof; and THIRD, in reduction of the Certificate Principal Balance
of the Class CE Certificates (determined after taking into account all
distributions made on the Certificates on such Distribution Date), until the
Certificate Principal Balance thereof has been reduced to zero. If on any
Distribution Date, after all distributions are made by the Trustee pursuant to
Section 4.01 hereof, the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates exceeds
the sum of the Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after taking into account prepayments during the
related Prepayment Period), the amount of such excess shall be allocated: FIRST,
to the Class M-11 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; SECOND, to the Class M-10 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; THIRD, to the
Class M-9 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; FOURTH, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; FIFTH, to the Class M-7
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; SIXTH, to the Class M-6 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; SEVENTH, to the Class M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; EIGHTH, to the Class M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, NINTH, to the Class M-3 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero, TENTH,
to the Class M-2 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero and ELEVENTH, to the Class M-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero. All Realized
Losses to be allocated to the Certificate Principal Balances of all Classes on
any Distribution Date shall be so allocated after the actual distributions to be
made on such date as provided above.
Any such allocation to a Class of Mezzanine Certificates on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof (after the actual distributions to be made on such Distribution Date
pursuant to Section 4.01 hereof) by the amount so allocated; any allocation of
Realized Losses to a Class CE Certificate shall be made by reducing the amount
otherwise payable in respect thereof pursuant to Section 4.01(a)(4)(v). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Class A Certificates or the Class P Certificates.
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. All Realized Losses and all other losses allocated to a Class of
Certificates hereunder shall be allocated among the Certificates of such Class
in proportion to the Percentage Interests evidenced thereby.
(c) All Realized Losses on the Group I Loans shall be allocated on
each Distribution Date first, to REMIC I Regular Interest I until the
Uncertificated Balance of such REMIC I Regular Interest has been reduced to zero
and second, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-52-B, starting with the lowest numerical denomination until such REMIC I
Regular Interest has been reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such Realized Losses shall be
allocated PRO RATA between such REMIC I Regular Interests. All Realized Losses
on the Group II Loans shall be allocated on each Distribution Date first, to
REMIC I Regular Interest II until the Uncertificated Balance of such REMIC I
Regular Interest has been reduced to zero and second, to REMIC I Regular
Interest II-1-A through REMIC I Regular Interest II-52-B, starting with the
lowest numerical denomination until such REMIC I Regular Interest has been
reduced to zero, provided that, for REMIC I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated PRO RATA between
such REMIC I Regular Interests.
(c) (i) The REMIC II Marker Allocation Percentage of all Realized
Losses on the Mortgage Loans shall be allocated by the Trustee on each
Distribution Date to the following REMIC II Regular Interests in the specified
percentages, as follows: first, to Uncertificated Interest payable to the REMIC
II Regular Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an
aggregate amount equal to the REMIC II Interest Loss Allocation Amount, 98% and
2%, respectively; second, to the Uncertificated Balances of the REMIC II Regular
Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an aggregate amount
equal to the REMIC II Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM11 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM11 has been reduced to zero, fourth to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM10 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM10 has been reduced to zero; fifth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM9 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM9 has been reduced to
zero; sixth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM8 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM8 has been reduced to zero; seventh, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM7 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM7 has been reduced to zero; eighth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM6 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM6 has been reduced to
zero; ninth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM5 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM5 has been reduced to zero; tenth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM4 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM4 has been reduced to zero; eleventh, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM3 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM3 has been reduced to
zero; twelfth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM2 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM2 has been reduced to zero; and thirteenth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM1 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM1 has been reduced to zero.
The REMIC II Sub WAC Allocation Percentage of all Realized Losses
shall be applied after all distributions have been made on each Distribution
Date first, so as to keep the Uncertificated Balance of each REMIC II Regular
Interest ending with the designation "GRP" equal to 0.01% of the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group;
second, to each REMIC II Regular Interest ending with the designation "SUB," so
that the Uncertificated Balance of each such REMIC II Regular Interest is equal
to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group (except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of Realized Losses shall be applied to such REMIC II
Regular Interests such that the REMIC II Subordinated Balance Ratio is
maintained); and third, any remaining Realized Losses shall be allocated to
REMIC II Regular Interest II-LTXX.
SECTION 4.05. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.
SECTION 4.06. Commission Reporting.
(a) The Trustee shall reasonably cooperate with the Depositor in
connection with the Trust's satisfying the reporting requirements under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee
shall prepare on behalf of the Trust any Forms 8-K and 10-K (or other comparable
required form containing the same or comparable information or other information
mutually agreed upon) customary for similar securities as required by the
Exchange Act and the Rules and Regulations of the Commission thereunder, and the
Depositor shall sign (or shall cause another entity acceptable to the Commission
to sign) and the Trustee shall file (via the Commission's Electronic Data
Gathering and Retrieval System) such forms on behalf of the Depositor (or such
other entity). The Depositor hereby grants to the Trustee a limited power of
attorney to execute any Form 8-K and file each such document on behalf of the
Depositor. Such power of attorney shall continue until the earlier of (i)
receipt by the Trustee from the Depositor of written termination of such power
of attorney and (ii) the termination of the Trust. Notwithstanding anything
herein to the contrary, the Depositor, and not the Trustee, shall be responsible
for executing each Form 10-K filed on behalf of the Trust.
(b) Each Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, with a copy of the statement to the Certificateholders
for such Distribution Date as an exhibit thereto. Prior to March 30th of each
year (or such earlier date as may be required by the Exchange Act and the Rules
and Regulations of the Commission), the Trustee shall file a Form 10-K, in
substance as required by applicable law or applicable Commission staff's
interpretations. Such Form 10-K shall include as exhibits the Master Servicer's
annual statement of compliance described under Section 3.19 and the accountant's
report described under Section 3.20, in each case to the extent they have been
timely delivered to the Trustee. If they are not so timely delivered, the
Trustee shall file an amended Form 10-K including such documents as exhibits
reasonably promptly after they are delivered to the Trustee. The Trustee shall
have no liability with respect to any failure to properly prepare or file such
periodic reports resulting from or relating to the Trustee's inability or
failure to obtain any information not resulting from its own negligence or
willful misconduct. The Form 10-K shall also include a certification in the form
attached hereto as Exhibit J-1 (the "Certification"), which shall be signed by
the senior officer of the Depositor in charge of securitization.
(c) In addition, (x) the Trustee shall sign a certification (in the
form attached hereto as Exhibit J-2) for the benefit of the Depositor and its
officers, directors and Affiliates regarding certain aspects of items 1 through
3 of the Certification (the "Trustee's Certification") (provided, however, that
the Trustee shall not undertake an analysis of the accountant's report attached
as an exhibit to the Form 10-K) and (y) the Master Servicer shall sign a
certification (in the form attached hereto as Exhibit J-3) for the benefit of
the Depositor, the Trustee and their officers, directors and Affiliates
regarding certain aspects of the Certification (the "Master Servicer
Certification"). The Master Servicer Certification shall be delivered to the
Depositor and the Trustee no later than March 15th of each year (or if such day
is not a Business Day, the immediately preceding Business Day). The Trustee's
Certification shall be delivered to the Depositor by no later than March 18th of
each year (or if such day is not a Business Day, the immediately preceding
Business Day) and the Depositor shall deliver the Certification to the Trustee
for filing no later than March 20th of each year (or if such day is not a
Business Day, the immediately preceding Business Day).
In addition, (A) the Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 4.06 or the
Trustee's negligence, bad faith or willful misconduct in connection therewith
and (B) the Master Servicer shall indemnify and hold harmless the Depositor, the
Trustee and their respective officers, directors and Affiliates from and against
any actual losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Master Servicer's obligations under
this Section 4.06 or any material misstatement or omission, or the negligence,
bad faith or willful misconduct of the Master Servicer in connection therewith.
The Depositor shall indemnify and hold harmless the Trustee and the Master
Servicer and their respective officers, directors and Affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Depositor's obligations under this
Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in
connection therewith. If the indemnification provided for herein is unavailable
or insufficient to hold harmless the Depositor, the Trustee or the Master
Servicer, as applicable, then (i) the Depositor agrees that is shall contribute
to the amount paid or payable by the Trustee or the Master Servicer as a result
of the losses, claims, damages or liabilities of the Trustee or the Master
Servicer in such proportion as is appropriate to reflect the relative fault of
the Trustee or the Master Servicer on the one hand and the Depositor on the
other, (ii) the Trustee agrees that it shall contribute to the amount paid or
payable by the Depositor as a result of the losses, claims, damages or
liabilities of the Depositor in such proportion as is appropriate to reflect the
relative fault of the Depositor on the one hand and the Trustee on the other and
(iii) the Master Servicer agrees that it shall contribute to the amount paid or
payable by the Depositor or the Trustee as a result of the losses, claims,
damages or liabilities of the Depositor or the Trustee in such proportion as is
appropriate to reflect the relative fault of the Depositor or the Trustee on the
one hand and the Master Servicer on the other.
(d) Upon any filing with the Commission, the Trustee shall promptly
deliver to the Depositor a copy of any executed report, statement or
information.
(e) Prior to January 30th of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall file a Form 15 Suspension
Notification with respect to the Trust.
(f) To the extent that, following the Closing Date, the Depositor
certifies that reports and certifications differing from those required under
this Section 4.06 comply with the reporting requirements under the Exchange Act,
the Trustee hereby agrees that it shall reasonably cooperate to amend the
provisions of this Section 4.06 (in accordance with Section 11.01) in order to
comply with such amended reporting requirements and such amendment of this
Section 4.06. Any such amendment may result in the reduction of the reports
filed by the Depositor under the Exchange Act. Notwithstanding the foregoing,
the Trustee shall not be obligated to enter into any amendment pursuant to this
Section that adversely affects its obligations and immunities under this
Agreement.
SECTION 4.07. [Reserved].
SECTION 4.08. [Reserved].
SECTION 4.09. The Guaranty.
On each Distribution Date following receipt (i) of a statement (as set
forth in Section 4.02) that indicates a Guarantor Deficiency Amount for such
Distribution Date and (ii) the Notice of Claim, the Guarantor shall distribute a
Guarantor Payment, in an aggregate amount equal to the Guarantor Deficiency
Amount for such Distribution Date directly to the Holders of the Guaranteed
Certificates, without first depositing such amount in the Distribution Account,
as follows: (i) the Guaranteed Interest Distribution Amount shall be distributed
as interest with respect to the Guaranteed Certificates as provided in Section
4.01; and (ii) the Guaranteed Principal Distribution Amount shall be distributed
as principal with respect to the Guaranteed Certificates as provided in Section
4.01.
SECTION 4.10. Swap Account
(a) No later than the Closing Date, the Trustee shall establish and
maintain with itself, as agent for the Trustee, a separate, segregated trust
account titled, "Swap Account, Xxxxx Fargo Bank, N.A., as Trustee, in trust for
the Swap Provider and the registered holders of Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WCW2." Such account shall be
an Eligible Account and amounts therein shall be held uninvested.
(b) On each Distribution Date, prior to any distribution to any
Certificate, the Trustee shall deposit into the Swap Account pursuant to
3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment
owed to the Swap Provider (after taking into account any upfront payment
received from the counterparty to a replacement swap agreement) from funds
collected and received with respect to the Mortgage Loans prior to the
determination of Available Funds and (ii) amounts received by the Trustee from
the Swap Administrator, for distribution in accordance with subsection (d)
below, pursuant to the Swap Administration Agreement, dated as of the Closing
Date (the "Swap Administration Agreement"), among Xxxxx Fargo Bank, N.A. in its
capacity as Trustee, Xxxxx Fargo Bank, N.A. in its capacity as Swap
Administrator and Ameriquest Mortgage Company. For federal income tax purposes,
any amounts paid to the Swap Provider on each Distribution Date shall first be
deemed paid to the Swap Provider in respect of the Class SWAP-IO Interest to the
extent of the amount distributable on such Class SWAP-IO Interest on such
Distribution Date, and any remaining amount shall be deemed paid to the Swap
Provider in respect of a Class IO Distribution Amount (as defined below).
(c) For federal income tax purposes, the Swap Account shall be owned
by the majority Holder of the Class CE Certificates.
(d) The Trustee shall treat the Holders of Certificates (other than
the Class P, Class CE and Class R Certificates) as having entered into a
notional principal contract with respect to the Holders of the Class CE
Certificates. Pursuant to each such notional principal contract, all Holders of
Certificates (other than the Class P, Class CE and Class R Certificates) shall
be treated as having agreed to pay, on each Distribution Date, to the Holder of
the Class CE Certificates an aggregate amount equal to the excess, if any, of
(i) the amount payable on such Distribution Date on the REMIC III Regular
Interest corresponding to such Class of Certificates over (ii) the amount
payable on such Class of Certificates on such Distribution Date (such excess, a
"Class IO Distribution Amount"). A Class IO Distribution Amount payable from
interest collections shall be allocated PRO RATA among such Certificates based
on the excess of (a) the amount of interest otherwise payable to such
Certificates over (ii) the amount of interest payable to such Certificates at a
per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO
Distribution Amount payable from principal collections shall be allocated to the
most subordinate Class of Certificates with an outstanding principal balance to
the extent of such balance. In addition, pursuant to such notional principal
contract, the Holder of the Class CE Certificates shall be treated as having
agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates
(other than the Class CE, Class P and Class R Certificates) in accordance with
the terms of this Agreement. Any payments to the Certificates from amounts
deemed received in respect of this notional principal contract shall not be
payments with respect to a Regular Interest in a REMIC within the meaning of
Code Section 860G(a)(1). However, any payment from the Certificates (other than
the Class CE, Class P and Class R Certificates) of a Class IO Distribution
Amount shall be treated for tax purposes as having been received by the Holders
of such Certificates in respect of their interests in REMIC IV and as having
been paid by such Holders to the Swap Administrator pursuant to the notional
principal contract. Thus, each Certificate (other than the Class P and Class R
Certificates) shall be treated as representing not only ownership of Regular
Interests in REMIC IV, but also ownership of an interest in, and obligations
with respect to, a notional principal contract.
SECTION 4.11. Net WAC Rate Carryover Reserve Account.
(a) No later than the Closing Date, the Trustee shall establish and
maintain with itself, as agent for the Trustee, a separate, segregated trust
account titled, "Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank, N.A.,
as Trustee, in trust for the registered Holders of Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WCW2." The Trustee shall
deposit into the Net WAC Rate Carryover Reserve Account any payments received by
it pursuant to Section 4.01(a)(4)(iv).
(b) On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Adjustable-Rate Certificates, the Trustee has
been directed by the Class CE Certificateholders to, and therefore shall,
deposit into the Net WAC Rate Carryover Reserve Account the amount of such Net
WAC Rate Carryover Amount rather than distributing such amounts to the Class CE
Certificateholders. On each such Distribution Date, the Trustee shall hold all
such amounts for the benefit of the Holders of the Adjustable-Rate Certificates,
and shall distribute such amounts to the Holders of the Adjustable-Rate
Certificates in the amounts and priorities set forth in Section 4.01(a).
(c) For federal and state income tax purposes, the Class CE
Certificateholders shall be deemed to be the owners of the Net WAC Rate
Carryover Reserve Account and all amounts deposited into the Net WAC Rate
Carryover Reserve Account shall be treated as amounts distributed by REMIC IV to
the Holders of the Class CE Certificates. Upon the termination of the Trust
Fund, or the payment in full of the Adjustable-Rate Certificates, all amounts
remaining on deposit in the Net WAC Rate Carryover Reserve Account shall be
released by the Trust and distributed to the Class CE Certificateholders or
their designees. The Net WAC Rate Carryover Reserve Account shall be part of the
Trust but not part of any REMIC and any payments to the Holders of the
Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts shall not be
payments with respect to a "regular interest" in a REMIC within the meaning of
Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE
Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which there is any Net WAC Rate
Carryover Amount rather than distributing such amounts to the Class CE
Certificateholders. By accepting a Class CE Certificate, each Class CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.
(e) At the written direction of the Holders of a majority in
Percentage Interest in the Class CE Certificates, the Trustee shall direct any
depository institution maintaining the Net WAC Rate Carryover Reserve Account to
invest the funds in such account in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (i) no
later than the Business Day immediately preceding the date on which such funds
are required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the Trustee or an Affiliate manages or advises such
investment, and (ii) no later than the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if the Trustee or an
Affiliate manages or advises such investment. If no investment direction of the
Holders of a majority in Percentage Interest in the Class CE Certificates with
respect to the Net WAC Rate Carryover Reserve Account is received by the
Trustee, the Trustee shall invest the funds pursuant to clause (vi) of the
definition of Permitted Investments. Interest earned on such investment shall be
deposited into the Net WAC Rate Carryover Reserve Account.
(f) For federal income tax return and information reporting, the value
assigned to the right of the Holders of the Class A and Mezzanine Certificates
to receive payments from the Net WAC Rate Carryover Reserve Account in respect
of any Net WAC Rate Carryover Amount shall be DE MINIMIS.
SECTION 4.12. Tax Treatment of Swap Payments and Swap Termination
Payments.
For federal income tax purposes, each holder of a Class A or Mezzanine
Certificate is deemed to own an undivided beneficial ownership interest in a
REMIC regular interest and the right to receive payments from either the Net WAC
Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC
Rate Carryover Amount or the obligation to make payments to the Swap Account.
For federal income tax purposes, the Trustee will account for payments to each
Class A and Mezzanine Certificates as follows: each Class A and Class M
Certificate will be treated as receiving their entire payment from REMIC III
(regardless of any Swap Termination Paymnet or obligation under the Interest
Rate Swap Agreement) and subsequently paying their portion of any Swap
Termination Payment in respect of each such Class' obligation under the Interest
Rate Swap Agreement. In the event that any such Class is resecuritized in a
REMIC, the obligation under the Interest Rate Swap Agreement to pay any such
Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made
by one or more of the REMIC Regular Interests issued by the resecuritization
REMIC subsequent to such REMIC Regular Interest receiving its full payment from
any such Class A or Mezzanine Certificate. Resecuritization of any Class A or
Mezzanine Certificate in a REMIC will be permissible only if the Trustee
hereunder is the trustee in such resecuritization.
The REMIC regular interest corresponding to a Class A or Mezzanine
Certificate will be entitled to receive interest and principal payments at the
times and in the amounts equal to those made on the certificate to which it
corresponds, except that (i) the maximum interest rate of that REMIC regular
interest will equal the Net WAC Pass-Through Rate computed for this purpose by
limiting the Base Calculation Amount of the Interest Rate Swap Agreement to the
aggregate principal balance of the Mortgage Loans and (ii) any Swap Termination
Payment will be treated as being payable solely from Net Monthly Excess
Cashflow. As a result of the foregoing, the amount of distributions and taxable
income on the REMIC regular interest corresponding to a Class A or Mezzanine
Certificate may exceed the actual amount of distributions on the Class A or
Mezzanine Certificate.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Certificates in the aggregate shall represent the entire
beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I. At the Closing Date, the aggregate Certificate Principal
Balance of the Certificates shall equal the aggregate Stated Principal Balance
of the Mortgage Loans.
The Certificates shall be substantially in the forms annexed hereto as
Exhibits A-1A through A-R. The Certificates of each Class shall be issuable in
registered form only, in denominations of authorized Percentage Interests as
described in the definition thereof. Each Certificate shall share ratably in all
rights of the related Class.
Upon original issue, the Certificates shall be executed and delivered
by the Trustee and the Trustee shall cause the Certificates to be authenticated
by the Certificate Registrar to or upon the order of the Depositor. The
Certificates shall be executed and attested by manual or facsimile signature on
behalf of the Trustee by an authorized signatory. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trustee shall bind the Trustee notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
herein executed by the Certificate Registrar by manual signature, and such
certificate of authentication shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
(b) The Class A Certificates and the Mezzanine Certificates shall
initially be issued as one or more Certificates held by the Book-Entry Custodian
or, if appointed to hold such Certificates as provided below, the Depository,
and registered in the name of the Depository or its nominee and, except as
provided below, registration of such 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
Certificate Owners shall hold their respective Ownership Interests in and to
such Certificates through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to definitive, fully registered
Certificates ("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 only transfer the Ownership
Interests 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 is hereby initially appointed as the
Book-Entry Custodian and hereby agrees to act as such in accordance herewith and
in accordance with the agreement that it has with the Depository authorizing it
to act as such. The Book-Entry Custodian may, and if it is no longer qualified
to act as such, the Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Master Servicer, the Trustee (if the Trustee is
not the Book-Entry Custodian) and any other transfer agent (including the
Depository or any successor Depository), to act as Book-Entry Custodian under
such conditions as the predecessor Book-Entry Custodian and the Depository or
any successor Depository may prescribe, provided that the predecessor Book-Entry
Custodian shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. If the Trustee
resigns or is removed in accordance with the terms hereof, if it so elects, the
Depository shall immediately succeed to its predecessor's duties as Book-Entry
Custodian. The Depositor shall have the right to inspect, and to obtain copies
of, any Certificates held as Book-Entry Certificates by the Book-Entry
Custodian.
The Trustee, the Master Servicer, the Guarantor and the Depositor may
for all purposes (including the making of payments due on the Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the Book-Entry Certificates for the purposes
of exercising the rights of Certificateholders hereunder. The rights of
Certificate Owners with respect to the 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 the 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 Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a Master Servicer Event of
Default, Certificate Owners representing in the aggregate not less than 51% of
the Ownership Interests of the Book-Entry Certificates advise the Trustee
through the Depository, in writing, that the continuation of a book-entry system
through the Depository is no longer in the best interests of the Certificate
Owners, 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 Book-Entry Custodian or the
Depository, as applicable, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall issue the Definitive
Certificates. Such Definitive Certificates shall be issued in minimum
denominations of $25,000 ($1,000 in the case of the Group I Certificates and
$50,000 in the case of the Private Mezzanine Certificates), except that any
beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $25,000 immediately prior to the issuance of a Definitive
Certificate shall be issued in a minimum denomination equal to the amount
represented by such Book-Entry Certificate. None of the Depositor, the Master
Servicer or the Trustee shall be liable for any delay in the delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Depository shall be
deemed to be imposed upon and performed by the Trustee, to the extent applicable
with respect to such Definitive Certificates, and the Trustee shall recognize
the Holders of the Definitive Certificates as Certificateholders hereunder.
SECTION 5.02. Registration of Transfer and Exchange of
Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register for the Certificates in which, subject to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Trustee shall initially serve as Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate Registrar may appoint, by a
written instrument delivered to the Master Servicer and the Depositor, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee shall
at any time not be the Certificate Registrar, the Trustee shall have and
maintain the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register.
(b) No transfer of any Private Mezzanine Certificate, Class CE
Certificate, Class P Certificate or Residual Certificate (the "Private
Certificates") shall be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer of
a Private Certificate is to be made without registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor, (ii) the transfer of any such Class CE, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Class CE, Class P or Residual
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to holders of the Owner Trust Certificates (as defined in the
Indenture)), the Trustee and the Certificate Registrar shall each require
receipt of: (i) if such transfer is purportedly being made in reliance upon Rule
144A under the 1933 Act, written certifications from the Certificateholder
desiring to effect the transfer and from such Certificateholder's prospective
transferee, substantially in the forms attached hereto as Exhibit F-1; and (ii)
in all other cases, an Opinion of Counsel satisfactory to it that such transfer
may be made without such registration (which Opinion of Counsel shall not be an
expense of the Depositor, the Trustee, the Master Servicer, or the Trust Fund),
together with copies of the written certification(s) of the Certificateholder
desiring to effect the transfer and/or such Certificateholder's prospective
transferee upon which such Opinion of Counsel is based, if any. None of the
Depositor, the Certificate Registrar or the Trustee is obligated to register or
qualify the Private Certificates under the 1933 Act or any other securities laws
or to take any action not otherwise required under this Agreement to permit the
transfer of such Certificates without registration or qualification. Any
Certificateholder desiring to effect the transfer of a Private Certificate
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
Certificate Registrar and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
Notwithstanding the foregoing, no certification or Opinion of Counsel
described in this Section 5.02(b) shall be required in connection with the
transfer, on the Closing Date, of any Residual Certificate by the Depositor to
an "accredited investor" within the meaning of Rule 501(d) of the 1933 Act.
(c) No transfer of a Certificate or any interest therein shall be made
to any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "Plan Assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets"), as
certified by such transferee in the form of Exhibit G, unless the Trustee is
provided with an Opinion of Counsel for the benefit of the Trust Fund, the
Depositor, the Trustee and the Master Servicer and on which they may rely, which
shall be to the effect that the purchase and holding of such Certificates is
permissible under applicable law, shall not constitute or result in any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
shall not subject the Depositor, the Master Servicer, the Trustee or the Trust
Fund to any obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
the Master Servicer, the NIMS Insurer, the Guarantor, the Trustee or the Trust
Fund. Neither an Opinion of Counsel nor any certification shall be required in
connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such Class
CE, Class P or Residual Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any such Class CE,
Class P or Residual Certificate from the issuer under the Indenture or the
indenture trustee under the Indenture to the Depositor or an Affiliate of the
Depositor (in which case, the Depositor or any Affiliate thereof shall have
deemed to have represented that it is not purchasing with Plan Assets) and the
Trustee shall be entitled to conclusively rely upon a representation (which,
upon the request of the Trustee, shall be a written representation) from the
Depositor of the status of such transferee as an affiliate of the Depositor.
If any Certificate or any interest therein is acquired or held in
violation of the provisions of the preceding paragraphs, the next preceding
permitted beneficial owner shall be treated as the beneficial owner of that
Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
Certificate or interest therein was effected in violation of the provisions of
the preceding paragraph shall indemnify and hold harmless the Depositor, the
Master Servicer, the Trustee, the NIMS Insurer, the Guarantor and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
those parties as a result of that acquisition or holding.
(d) (i) Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Certificate Registrar or its designee under
clause (iii)(A) below to deliver payments to a Person other than such Person and
to negotiate the terms of any mandatory sale under clause (iii)(B) below and to
execute all instruments of Transfer and to do all other things necessary in
connection with any such sale. The rights of each Person acquiring any Ownership
Interest in a Residual Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall
promptly notify the Certificate Registrar of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate, the Certificate Registrar shall
require delivery to it and shall not register the Transfer of any
Residual Certificate until its receipt of an affidavit and agreement
(a "Transfer Affidavit and Agreement"), in the form attached hereto as
Exhibit F-2 from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted
Transferee, that it is not acquiring its Ownership Interest in the
Residual Certificate that is the subject of the proposed Transfer as a
nominee, trustee or agent for any Person that is not a Permitted
Transferee, that for so long as it retains its Ownership Interest in a
Residual Certificate, it shall endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this Section
5.02(d) and agrees to be bound by them.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Certificate Registrar who is assigned to
this transaction has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership Interest in a
Residual Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Residual Certificate and (y) not
to transfer its Ownership Interest unless it provides a Transferor
Affidavit (in the form attached hereto as Exhibit F-2), to the
Certificate Registrar stating that, among other things, it has no
actual knowledge that such other Person is not a Permitted Transferee.
(ii) Each Person holding or acquiring an Ownership Interest in a
Residual Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Certificate Registrar written notice that
it is a "pass-through interest holder" within the meaning of temporary
Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring
an Ownership Interest in a Residual Certificate, if it is, or is holding an
Ownership Interest in a Residual Certificate on behalf of, a "pass-through
interest holder."
The Certificate Registrar shall register the Transfer of any Residual
Certificate only if it shall have received the Transfer Affidavit and
Agreement and all of such other documents as shall have been reasonably
required by the Certificate Registrar as a condition to such registration.
In addition, no Transfer of a Residual Certificate shall be made unless the
Certificate Registrar shall have received a representation letter from the
Transferee of such Certificate to the effect that such Transferee is a
Permitted Transferee.
(iii) (A) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section
5.02(d), then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights as Holder
thereof retroactive to the date of registration of such Transfer of
such Residual Certificate. The Certificate Registrar shall be under no
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by this Section 5.02(d) or
for making any payments due on such Certificate to the Holder thereof
or for taking any other action with respect to such Holder under the
provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the restrictions in this Section
5.02(d) and to the extent that the retroactive restoration of the
rights of the Holder of such Residual Certificate as described in
clause (iii)(A) above shall be invalid, illegal or unenforceable, then
the Certificate Registrar shall have the right, without notice to the
Holder or any prior Holder of such Residual Certificate, to sell such
Residual Certificate to a purchaser selected by the Certificate
Registrar on such terms as the Certificate Registrar may choose. Such
purported Transferee shall promptly endorse and deliver each Residual
Certificate in accordance with the instructions of the Certificate
Registrar. Such purchaser may be the Certificate Registrar itself or
any Affiliate of the Certificate Registrar. The proceeds of such sale,
net of the commissions (which may include commissions payable to the
Certificate Registrar or its Affiliates), expenses and taxes due, if
any, shall be remitted by the Certificate Registrar to such purported
Transferee. The terms and conditions of any sale under this clause
(iii)(B) shall be determined in the sole discretion of the Certificate
Registrar, and the Certificate Registrar shall not be liable to any
Person having an Ownership Interest in a Residual Certificate as a
result of its exercise of such discretion.
(iv) The Trustee shall make available to the Internal Revenue Service
and those Persons specified by the REMIC Provisions all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization, including the information described in Treasury
regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
"excess inclusions" of such Residual Certificate and (B) as a result of any
regulated investment company, real estate investment trust, common trust
fund, partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Residual Certificate
having as among its record Holders at any time any Person which is a
Disqualified Organization. Reasonable compensation for providing such
information may be accepted by the Trustee.
(v) The provisions of this Section 5.02(d) set forth prior to this
subsection (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee at the expense of the party
seeking to modify, add to or eliminate any such provision the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
shall not cause such Rating Agency to downgrade its then-current
ratings of any Class of Certificates; and
(B) an Opinion of Counsel, in form and substance satisfactory to
the Trustee, to the effect that such modification of, addition to or
elimination of such provisions shall not cause any Trust REMIC to
cease to qualify as a REMIC and shall not cause any Trust REMIC, as
the case may be, to be subject to an entity-level tax caused by the
Transfer of any Residual Certificate to a Person that is not a
Permitted Transferee or (y) a Person other than the prospective
transferee to be subject to a REMIC-tax caused by the Transfer of a
Residual Certificate to a Person that is not a Permitted Transferee.
The Trustee shall forward to the NIMS Insurer and the Guarantor a copy
of the items delivered to it pursuant to (A) and (B) above.
(e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the
Trustee maintained for such purpose pursuant to Section 8.12, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in the
name of the designated Transferee or Transferees, one or more new Certificates
of the same Class of a like aggregate Percentage Interest.
(f) At the option of the Holder thereof, any Certificate may be
exchanged for other Certificates of the same Class with authorized denominations
and a like aggregate Percentage Interest, upon surrender of such Certificate to
be exchanged at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12. Whenever any Certificates are so surrendered for
exchange the Trustee shall execute and cause the Certificate Registrar to
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee) be duly endorsed by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trustee and the Certificate Registrar duly executed by, the Holder
thereof or his attorney duly authorized in writing. In addition, with respect to
each Residual Certificate, the Holder thereof may exchange, in the manner
described above, the Class R Certificate for three separate Certificates, each
representing such Holder's respective Percentage Interest in the Class R-I
Interest, the Class R-II Interest and the Class R-III Interest, respectively, in
each case that was evidenced by the Class R Certificate being exchanged and (ii)
with respect to each Class R-X Certificate, the Holder thereof may exchange, in
the manner described above, such Class R-X Certificate for three separate
Certificates, each representing such Holder's respective Percentage Interest in
the Class R-IV Interest, the Class R-V Interest and the Class R-VI Interest,
respectively, in each case that was evidenced by the Class R-X Certificate being
exchanged.
(g) No service charge to the Certificateholders shall be made for any
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
canceled and destroyed by the Certificate Registrar in accordance with its
customary procedures.
(i) The Trustee shall cause the Certificate Registrar (unless the
Trustee is acting as Certificate Registrar) to provide notice to the Trustee of
each transfer of a Certificate and to provide the Trustee with an updated copy
of the Certificate Register on the first Business Day in March and August of
each year, commencing in August 2005.
(j) Any attempted or purported transfer of any Certificate in
violation of the provisions of Section 5.02(c) hereof shall be void AB INITIO
and such Certificate shall be considered to have been held continuously by the
prior permitted Holder.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Certificate Registrar, or the Trustee and the Certificate Registrar receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee, the NIMS Insurer, the
Guarantor and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
knowledge by the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser or the Trustee shall execute and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and of like denomination and
Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the
applicable REMIC created hereunder, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.
SECTION 5.04. Persons Deemed Owners.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer, the
Guarantor, the Certificate Registrar and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever, and none of the Depositor, the Master
Servicer, the Trustee, the Certificate Registrar, the NIMS Insurer, the
Guarantor or any agent of any of them shall be affected by notice to the
contrary.
SECTION 5.05. Certain Available Information.
On or prior to the date of the first sale of any Private Certificate
to an Independent third party, the Depositor shall provide to the Trustee ten
copies of any private placement memorandum or other disclosure document used by
the Depositor in connection with the offer and sale of the Private Certificates.
In addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trustee shall
maintain at its Corporate Trust Office and shall make available free of charge
during normal business hours for review by any Holder of a Certificate and/or
Certificate Owner or any Person identified to the Trustee as a prospective
transferee of a Certificate, originals or copies of the following items: (i) in
the case of a Holder, Certificate Owner or prospective transferee of a Private
Certificate, the private placement memorandum or other disclosure document
relating to such Certificate, if any, in the form most recently provided to the
Trustee; and (ii) in all cases, (A) this Agreement and any amendments hereof
entered into pursuant to Section 11.01, (B) all monthly statements required to
be delivered to Certificateholders of the relevant Class pursuant to Section
4.02 since the Closing Date, and all other notices, reports, statements and
written communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trustee since the Closing Date
pursuant to Section 10.01(h), (D) any and all Officers' Certificates delivered
to the Trustee by the Master Servicer since the Closing Date to evidence the
Master Servicer's determination that any Advance or Servicing Advance was, or if
made, would be a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
respectively, and (E) any and all Officers' Certificates delivered to the
Trustee by the Master Servicer since the Closing Date pursuant to Section
4.04(a). Copies and mailing of any and all of the foregoing items shall be
available from the Trustee upon request at the expense of the person requesting
the same.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Liability of the Depositor and the Master Servicer.
The Depositor and the Master Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Depositor and the Master
Servicer herein.
SECTION 6.02. Merger or Consolidation of the Depositor or the
Master Servicer.
Subject to the following paragraph, the Depositor shall keep in full
effect its existence, rights and franchises as a corporation under the laws of
the jurisdiction of its incorporation. Subject to the following paragraph, the
Master Servicer shall keep in full effect its existence, rights and franchises
as a corporation under the laws of the jurisdiction of its incorporation and its
qualification as an approved conventional seller/servicer for Xxxxxx Xxx or
Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each shall
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Depositor or the Master Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating Agencies'
ratings of the Class A Certificates and the Mezzanine Certificates in effect
immediately prior to such merger or consolidation shall not be qualified,
reduced or withdrawn as a result thereof (as evidenced by a letter to such
effect from the Rating Agencies).
SECTION 6.03. Limitation on Liability of the Depositor, the Master
Servicer and Others.
None of the Depositor, the Guarantor, the NIMS Insurer, the Master
Servicer or any of the directors, officers, employees or agents of the
Depositor, the Guarantor or the Master Servicer shall be under any liability to
the Trust Fund or the Certificateholders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, the Guarantor, the NIMS Insurer, the Master Servicer or any such
person against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Master Servicer
pursuant hereto, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties hereunder.
The Depositor, the Guarantor, the NIMS Insurer, the Master Servicer or the
Trustee and any director, officer, employee or agent of the Depositor, the
Guarantor, the NIMS Insurer, the Master Servicer or the Trustee may rely in good
faith on any document of any kind which, PRIMA FACIE, is properly executed and
submitted by any Person respecting any matters arising hereunder.
The Depositor, the Guarantor, the NIMS Insurer, the Master Servicer
and any director, officer, employee or agent of the Depositor, the Guarantor,
the NIMS Insurer, or the Master Servicer shall be indemnified and held harmless
by the Trust Fund against any loss, liability or expense incurred in connection
with any legal action relating to this Agreement or the Certificates, other than
any loss, liability or expense relating to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) or, in the case of the Depositor and
the Master Servicer, any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Guarantor, the NIMS Insurer or the Master
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is related to its respective duties under this
Agreement and, in its opinion, does not involve it in any expense or liability;
provided, however, that each of the Depositor, the Guarantor, the NIMS Insurer
and the Master Servicer may in its discretion undertake any such action which it
may deem necessary or desirable with respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, unless the Depositor or the Master Servicer acts
without the consent of the Holders of Certificates entitled to at least 51% of
the Voting Rights (which consent shall not be necessary in the case of
litigation or other legal action by either to enforce their respective rights or
defend themselves hereunder), the legal expenses and costs of such action and
any liability resulting therefrom (except any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the Guarantor, the NIMS Insurer and the
Master Servicer shall be entitled to be reimbursed therefor from the Collection
Account as and to the extent provided in Section 3.05, any such right of
reimbursement being prior to the rights of the Certificateholders to receive any
amount in the Collection Account.
The Master Servicer (except the Trustee to the extent it has succeeded
the Master Servicer as required hereunder) shall indemnify and hold the
Guarantor harmless against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Guarantor may sustain in any way related to
the failure of the Master Servicer to perform its duties and service the
Mortgage Loans in compliance with the terms of this Agreement. The Master
Servicer shall immediately notify the the Guarantor if a claim is made that may
result in such claims, losses, penalties, fines, forfeitures, legal fees or
related costs, judgments, or any other costs, fees and expenses, and the Master
Servicer shall assume the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against the
the Guarantor in respect of such claim. The provisions of this paragraph shall
survive the termination of this Agreement and the payment of the outstanding
Certificates.
SECTION 6.04. Limitation on Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder are
no longer permissible under applicable law or (ii) with the written consent of
the Trustee, the NIMS Insurer or the Guarantor (as provided in Section 1.03) and
written confirmation from each Rating Agency (which confirmation shall be
furnished to the Depositor, the NIMS Insurer, the Guarantor and the Trustee)
that such resignation shall not cause such Rating Agency to reduce the then
current rating of the Class A Certificates or the Mezzanine Certificates. Any
such determination pursuant to clause (i) of the preceding sentence, permitting
the resignation of the Master Servicer, shall be evidenced by an Opinion of
Counsel to such effect obtained at the expense of the Master Servicer and
delivered to the Trustee, the Guarnator and the NIMS Insurer. No resignation of
the Master Servicer shall become effective until the Trustee or a successor
servicer acceptable to the NIMS Insurer or the Guarantor (as provided in Section
1.03) shall have assumed the Master Servicer's responsibilities, duties,
liabilities (other than those liabilities arising prior to the appointment of
such successor) and obligations under this Agreement.
Except as expressly provided herein, the Master Servicer shall not
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person, nor delegate to or subcontract with, nor authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Servicing Fee and other compensation payable
to the Master Servicer pursuant hereto shall thereafter be payable to such
successor master servicer.
SECTION 6.05. Rights of the Depositor in Respect of the Master
Servicer.
The Master Servicer shall afford (and any Sub-Servicing Agreement
shall provide that each Sub-Servicer shall afford) the Depositor, the NIMS
Insurer, the Guarantor and the Trustee, upon reasonable advance notice in
writing, during normal business hours at the office designated by the Master
Servicer, access to all records maintained by the Master Servicer (and any such
Sub-Servicer) in respect of the Master Servicer's rights and obligations with
respect to the Mortgage Loans hereunder and access to officers of the Master
Servicer (and those of any such Sub-Servicer) responsible for such obligations.
Upon reasonable advance notice in writing, the Master Servicer shall furnish to
the Depositor, the NIMS Insurer, the Guarantor and the Trustee its (and any such
Sub-Servicer's) most recent financial statements and such other information
relating to the Master Servicer's capacity to perform its obligations under this
Agreement that it possesses. To the extent such information is not otherwise
available to the public, the Depositor, the NIMS Insurer, the Guarantor and the
Trustee shall not disseminate any information obtained pursuant to the preceding
two sentences without the Master Servicer's (or any such Sub-Servicer's) written
consent, except as required pursuant to this Agreement or to the extent that it
is appropriate to do so (i) in working with legal counsel, auditors, taxing
authorities or other governmental agencies, rating agencies or reinsurers or
(ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or
decree of any court or governmental authority having jurisdiction over the
Depositor, the Guarantor, the Trustee or the Trust Fund, and in either case, the
Depositor, the NIMS Insurer, the Guarantor or the Trustee, as the case may be,
shall use its best efforts to assure the confidentiality of any such
disseminated non-public information. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer under this Agreement and may, but
is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer under this Agreement or exercise the rights of
the Master Servicer under this Agreement; provided that the Master Servicer
shall not be relieved of any of its obligations under this Agreement by virtue
of such performance by the Depositor or its designee. The Depositor shall not
have any responsibility or liability for any action or failure to act by the
Master Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.
SECTION 6.06. Sub-Servicing Agreements Between the Master Servicer
and Sub-Servicers.
(a) The Master Servicer may enter into Sub-Servicing Agreements
(provided that (i) such agreements would not result in a withdrawal or a
downgrade by any Rating Agency of the ratings on any Class of Certificates, as
evidenced by a letter to that effect delivered to the Depositor, the Trustee,
the NIMS Insurer and the Guarantor and (ii) the NIMS Insurer or the Guarantor
(as provided in Section 1.03) shall have consented to such Sub-Servicing
Agreement with Sub-Servicers, for the servicing and administration of the
Mortgage Loans.
Each Sub-Servicer shall be (i) authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing
Agreement, (ii) an institution approved as a mortgage loan originator by the
Federal Housing Administration or an institution the deposit accounts in which
are insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage
servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer
requirements conforming to the provisions set forth in Section 6.11 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Master Servicer shall examine each Sub-Servicing Agreement and shall be
familiar with the terms thereof. The terms of any Sub-Servicing Agreement shall
not be inconsistent with any of the provisions of this Agreement. The Master
Servicer and the Sub-Servicers may enter into and make amendments to the
Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. Any variation without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights from the
provisions set forth in Section 6.11, provisions relating to insurance in
Section 3.10 or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub-Servicing Accounts or the timing and amount of remittances by
the Sub-Servicers to the Master Servicer, are conclusively deemed to be
inconsistent with this Agreement and therefore prohibited. The Master Servicer
shall deliver to the Trustee, the Guarantor and the NIMS Insurer copies of all
Sub-Servicing Agreements, and any amendments or modifications thereof, promptly
upon the Master Servicer's execution and delivery of such instruments.
Notwithstanding the foregoing, the parties hereto agree that until the
Servicing Transfer Date, Ameriquest Mortgage Company shall be a Sub-Servicer of
the Mortgage Loans.
(b) As part of its servicing activities hereunder, the Master Servicer
(except as otherwise provided in the last sentence of this paragraph), for the
benefit of the Trustee and the Certificateholders, shall enforce the obligations
of each Sub-Servicer under the related Sub-Servicing Agreement and of the Seller
under the Mortgage Loan Purchase Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by a
Sub-Servicing Agreement, or to purchase a Mortgage Loan on account of missing or
defective documentation or on account of a breach of a representation, warranty
or covenant, as described in Section 2.03(a). Such enforcement, including,
without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement, to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans
or (ii) from a specific recovery of costs, expenses or attorneys' fees against
the party against whom such enforcement is directed.
SECTION 6.07. Successor Sub-Servicers.
The Master Servicer (with the consent of the NIMS Insurer or the
Guarantor as provided in Section 1.03) and the Guarantor, with respect to the
Group I Mortgage Loans only, shall be entitled to terminate any Sub-Servicing
Agreement and the rights and obligations of any Sub-Servicer pursuant to any
Sub-Servicing Agreement in accordance with the terms and conditions of such
Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all
servicing obligations of such Sub-Servicer shall be assumed simultaneously by
the Master Servicer without any act or deed on the part of such Sub-Servicer or
the Master Servicer, and the Master Servicer either shall service directly the
related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a
successor Sub-Servicer which qualifies under Section 6.06.
Any Sub-Servicing Agreement shall include the provision that such
agreement may be immediately terminated by the Trustee without fee, in
accordance with the terms of this Agreement, in the event that the Master
Servicer shall, for any reason, no longer be the Master Servicer (including
termination due to a Master Servicer Event of Default). SECTION 6.08. Liability
of the Master Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer
or otherwise, the Master Servicer shall remain obligated and primarily liable to
the Trustee and the Certificateholders for the servicing and administering of
the Mortgage Loans in accordance with the provisions of Section 3.01 without
diminution of such obligation or liability by virtue of such Sub-Servicing
Agreements or arrangements or by virtue of indemnification from the Sub-Servicer
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Sub-Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
SECTION 6.09. No Contractual Relationship Between Sub-Servicers
and the NIMS Insurer, the Guarantor, the Trustee or
Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the NIMS Insurer, the Guarantor, the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 6.10. The Master Servicer shall be solely liable
for all fees owed by it to any Sub-Servicer, irrespective of whether the Master
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees.
SECTION 6.10. Assumption or Termination of Sub-Servicing
Agreements by Trustee.
In the event the Master Servicer shall for any reason no longer be the
master servicer (including termination due to a Master Servicer Event of
Default), the Trustee or its designee shall thereupon assume (or cause its
designee or the successor master servicer for the Trustee appointed pursuant to
Section 7.02 to assume) all of the rights and obligations of the Master Servicer
under each Sub-Servicing Agreement that the Master Servicer may have entered
into, unless the Trustee elects to terminate any Sub-Servicing Agreement in
accordance with its terms as provided in Section 6.07. Upon such assumption, the
Trustee, its designee or the successor servicer for the Trustee appointed
pursuant to Section 7.02 shall be deemed, subject to Section 6.07, to have
assumed all of the Master Servicer's interest therein and to have replaced the
Master Servicer as a party to each Sub-Servicing Agreement to the same extent as
if each Sub-Servicing Agreement had been assigned to the assuming party, except
that (i) the Master Servicer shall not thereby be relieved of any liability or
obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its
designee or any successor Master Servicer shall be deemed to have assumed any
liability or obligation of the Master Servicer that arose before it ceased to be
the Master Servicer.
The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each
Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.
SECTION 6.11. Sub-Servicing Accounts.
In those cases where a Sub-Servicer is servicing a Mortgage Loan
pursuant to a Sub-Servicing Agreement, the Sub-Servicer shall be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account. The
Sub-Servicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Sub-Servicer's
receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer
less its servicing compensation to the extent permitted by the Sub-Servicing
Agreement, and shall thereafter deposit such amounts in the Sub-Servicing
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account. The Sub-Servicer shall thereafter deposit such
proceeds in the Collection Account or remit such proceeds to the Master Servicer
for deposit in the Collection Account not later than two Business Days after the
deposit of such amounts in the Sub-Servicing Account. For purposes of this
Agreement, the Master Servicer shall be deemed to have received payments on the
Mortgage Loans when the Sub-Servicer receives such payments.
ARTICLE VII
DEFAULT
SECTION 7.01. Master Servicer Events of Default.
"Master Servicer Event of Default," wherever used herein, means any
one of the following events:
(i) any failure by the Master Servicer to remit to the Trustee for
distribution to the Certificateholders any payment (other than an Advance
required to be made from its own funds on any Master Servicer Remittance
Date pursuant to Section 4.03) required to be made under the terms of the
Certificates and this Agreement which continues unremedied for a period of
one Business Day after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master
Servicer by the Depositor or the Trustee (in which case notice shall be
provided by telecopy), or to the Master Servicer, the Depositor and the
Trustee by the NIMS Insurer, the Guarantor or the Holders of Certificates
entitled to at least 25% of the Voting Rights; or
(ii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any of the covenants or agreements on the
part of the Master Servicer contained in the Certificates or in this
Agreement (or, if the Master Servicer is the Seller, the failure of the
Seller to repurchase a Mortgage Loan as to which a breach has been
established that requires a repurchase pursuant to the terms of Section 7
of the Mortgage Loan Purchase Agreement) which continues unremedied for a
period of 45 days after the earlier of (i) the date on which written notice
of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Depositor or the Trustee, or to the Master
Servicer, the Depositor and the Trustee by the NIMS Insurer, the Guarantor
or the Holders of Certificates entitled to at least 25% of the Voting
Rights and (ii) actual knowledge of such failure by a Servicing Officer of
the Master Servicer; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law or
the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceeding, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and if such proceeding
is being contested by the Master Servicer in good faith, such decree or
order shall have remained in force undischarged or unstayed for a period of
60 days or results in the entry of an order for relief or any such
adjudication or appointment; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or of or relating to all or substantially
all of its property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment
for the benefit of its creditors, or voluntarily suspend payment of its
obligations;
(vi) the Master Servicer ceases to be an approved servicer of Xxxxxx
Xxx or
(vii) any failure of the Master Servicer to make any Advance on any
Master Servicer Remittance Date required to be made from its own funds
pursuant to Section 4.03 which continues unremedied until 3:00 p.m. New
York time on the Business Day immediately following the Master Servicer
Remittance Date.
If a Master Servicer Event of Default described in clauses (i) through
(vi) of this Section shall occur, then, and in each and every such case, so long
as such Master Servicer Event of Default shall not have been remedied, the
Depositor, the NIMS Insurer or the Trustee may, at the written direction of the
Holders of Certificates entitled to at least 51% of Voting Rights, or at the
direction of the NIMS Insurer or the Guarantor (as provided in Section 1.03),
the Trustee shall, by notice in writing to the Master Servicer, the Guarantor
and the Depositor, terminate all of the rights and obligations of the Master
Servicer in its capacity as Master Servicer under this Agreement, to the extent
permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If
a Master Servicer Event of Default described in clause (vii) hereof shall occur,
the Trustee shall, by notice in writing to the Master Servicer, the Guarantor
and the Depositor, terminate all of the rights and obligations of the Master
Servicer in its capacity as Master Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof and the Trustee as successor Master
Servicer or a successor Master Servicer appointed in accordance with Section
7.02, shall immediately make such Advance(subject to its own determination as to
recoverability, which Advance shall be part of Available Funds for such
Distribution Date) and assume, pursuant to Section 7.02, the duties of a
successor Master Servicer. On or after the receipt by the Master Servicer of
such written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than as a Holder of
any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trustee pursuant to and under this Section and, without limitation, the
Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise, to
execute and deliver on behalf of and at the expense of the Master Servicer, any
and all documents and other instruments and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees, at its sole cost and expense, promptly (and in any event no later than
ten Business Days subsequent to such notice) to provide the Trustee with all
documents and records requested by it to enable it to assume the Master
Servicer's functions under this Agreement, and to cooperate with the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, the transfer within one
Business Day to the Trustee for administration by it of all cash amounts which
at the time shall be or should have been credited by the Master Servicer to the
Collection Account held by or on behalf of the Master Servicer, the Distribution
Account or any REO Account or Escrow Account held by or on behalf of the Master
Servicer or thereafter be received with respect to the Mortgage Loans or any REO
Property serviced by the Master Servicer (provided, however, that the Master
Servicer shall continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances or otherwise, and shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such termination, with respect to
events occurring prior to such termination). For purposes of this Section 7.01,
the Trustee shall not be deemed to have knowledge of a Master Servicer Event of
Default unless a Responsible Officer of the Trustee assigned to and working in
the Trustee's Corporate Trust Office has actual knowledge thereof or unless
written notice is received by the Trustee of any such event and such notice
references the Certificates, REMIC I or this Agreement.
The Trustee shall be entitled to be reimbursed by the Master Servicer
(or by the Trust Fund if the Master Servicer is unable to fulfill its
obligations hereunder) for all costs associated with the transfer of servicing
from the predecessor servicer, including without limitation, any costs or
expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and
effectively.
SECTION 7.02. Trustee to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of
termination, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity as Master Servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto and arising thereafter
placed on the Master Servicer (except for any representations or warranties of
the Master Servicer under this Agreement, the responsibilities, duties and
liabilities contained in Section 2.03(c) and its obligation to deposit amounts
in respect of losses pursuant to Section 3.06) by the terms and provisions
hereof including, without limitation, the Master Servicer's obligations to make
Advances pursuant to Section 4.03; provided, however, that if the Trustee is
prohibited by law or regulation from obligating itself to make advances
regarding delinquent mortgage loans, then the Trustee shall not be obligated to
make Advances pursuant to Section 4.03; and provided further, that any failure
to perform such duties or responsibilities caused by the Master Servicer's
failure to provide information required by Section 7.01 shall not be considered
a default by the Trustee as successor to the Master Servicer hereunder;
provided, however, it is understood and acknowledged by the parties that there
shall be a period of transition (not to exceed 90 days) before the servicing
transfer is fully effected. As compensation therefor, effective from and after
the time the Master Servicer receives a notice of termination or immediately
upon assumption of the obligations to make Advances, the Trustee shall be
entitled to the Servicing Fee and all funds relating to the Mortgage Loans to
which the Master Servicer would have been entitled if it had continued to act
hereunder (other than amounts which were due or would become due to the Master
Servicer prior to its termination or resignation). Notwithstanding the above and
subject to the next paragraph, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act or if it is prohibited by law from
making advances regarding delinquent mortgage loans, or if the Holders of
Certificates entitled to at least 51% of the Voting Rights or the NIMS Insurer
or the Guarantor (as provided in Section 1.03) so request in writing to the
Trustee promptly appoint or petition a court of competent jurisdiction to
appoint, an established mortgage loan servicing institution acceptable to each
Rating Agency and the NIMS Insurer or the Guarantor (as provided in Section
1.03) and having a net worth of not less than $15,000,000 as the successor to
the Master Servicer under this Agreement in the assumption of all or any part of
the responsibilities, duties or liabilities of the Master Servicer under this
Agreement. No appointment of a successor to the Master Servicer under this
Agreement shall be effective until the assumption by the successor of all of the
Master Servicer's responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
Master Servicer as such hereunder. The Depositor, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Pending appointment of a successor to the Master
Servicer under this Agreement, the Trustee shall act in such capacity as
hereinabove provided.
(b) [reserved]
(c) If the Master Servicer is terminated pursuant to Section 7.01,
then the successor Master Servicer shall not be permitted to reimburse itself
directly for Advances or Servicing Advances under Section 3.05(a)(ii), Section
3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) if the Master Servicer
has not been fully reimbursed for its Advances and Servicing Advances, but
instead the successor Master Servicer shall include such amounts in the
applicable remittance to the Trustee made pursuant to Section 3.04(g) to the
extent of amounts on deposit in the Collection Account on the related Master
Servicer Remittance Date. The Trustee is hereby authorized to pay to the
terminated Master Servicer (or the related Advancing Person in accordance with
Section 3.23) and the successor Master Servicer, as applicable, reimbursements
for Advances and Servicing Advances from the Distribution Account to the same
extent each such Master Servicer would have been permitted to reimburse itself
for such Advances and/or Servicing Advances in accordance with Section
3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii),
as the case may be. All Advances and Servicing Advances made pursuant to the
terms of this Agreement shall be deemed made and shall be reimbursed on a "first
in-first out" (FIFO) basis. At such time as the Master Servicer (or related
Advancing Person) has been reimbursed for all Advances and Servicing Advances
made by it, the successor Master Servicer shall no longer be required to remit
in accordance with the first sentence of this Section 7.02(c) and shall then be
permitted to reimburse itself directly for Advances and Servicing Advances in
accordance with Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or
Section 3.05(a)(vii).
(d) Notwithstanding anything contained herein, the parties hereto
hereby agree that Ameriquest Mortgage Company shall immediately succeed as
successor Master Servicer if Countrywide Home Loans Servicing LP resigns or is
removed as Master Servicer under this Agreement, subject to removal by the
Trustee upon failure to provide to the Trustee within 60 days, written
notification from each Rating Agency to the effect that such appointment shall
not cause such Rating Agency to downgrade its then-current ratings of any Class
of Certificates.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any termination of the Master Servicer pursuant to Section
7.01 above or any appointment of a successor to the Master Servicer pursuant to
Section 7.02 above, the Trustee shall give prompt written notice thereof to
Certificateholders, the Guarantor and the NIMS Insurer at their respective
addresses appearing in the Certificate Register.
(b) Not later than the later of 60 days after the occurrence of any
event, which constitutes or which, with notice or lapse of time or both, would
constitute a Master Servicer Event of Default or five days after a Responsible
Officer of the Trustee becomes aware of the occurrence of such an event, the
Trustee shall transmit by mail to the NIMS Insurer, the Guarantor and to all
Holders of Certificates notice of each such occurrence, unless such default or
Master Servicer Event of Default shall have been cured or waived.
SECTION 7.04. Waiver of Master Servicer Events of Default.
The Holders representing at least 66% of the Voting Rights (with the
consent of the NIMS Insurer or the Guarantor (as provided in Section 1.03))
evidenced by all Classes of Certificates affected by any default or Master
Servicer Event of Default hereunder may waive such default or Master Servicer
Event of Default; PROVIDED, HOWEVER, that a default or Master Servicer Event of
Default under clause (i) or (vii) of Section 7.01 may be waived only by all of
the Holders of the Regular Certificates (with the consent of the NIMS Insurer).
Upon any such waiver of a default or Master Servicer Event of Default, such
default or Master Servicer Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Master Servicer Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of a Master Servicer Event of
Default and after the curing of all Master Servicer Events of Default which may
have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. During a Master Servicer Event of
Default, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs. Any permissive right of the Trustee enumerated in
this Agreement shall not be construed as a duty.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement. If any such
instrument is found not to conform on its face to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to its respective satisfaction, such dissatisfied party shall provide
notice thereof to the Certificateholders, the Guarantor and the NIMS Insurer.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:
(i) Prior to the occurrence of a Master Servicer Event of Default, and
after the curing of all such Master Servicer Events of Default which may
have occurred, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the Trustee
shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee that conform to the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the NIMS Insurer, the Guarantor or the
Holders of Certificates entitled to at least 25% of the Voting Rights
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred
upon it, under this Agreement.
The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require it
to perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Master Servicer in accordance with
the terms of this Agreement.
SECTION 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document reasonably believed by it to be genuine and
to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall not be under any obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, the Guarantor
or the NIMS Insurer, pursuant to the provisions of this Agreement, unless
such Certificateholders, the Guarantor or the NIMS Insurer, as applicable,
shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained herein shall, however,
relieve the Trustee of the obligation, upon the occurrence of a Master
Servicer Event of Default (which has not been cured or waived), to exercise
such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such
person's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of a Master Servicer Event of Default
hereunder and after the curing of all Master Servicer Events of Default
which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless requested
in writing to do so by the NIMS Insurer, the Guarantor or the Holders of
Certificates entitled to at least 25% of the Voting Rights; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee not reasonably assured
to the Trustee by the Guarantor or such Certificateholders, the Trustee may
require reasonable indemnity against such expense, or liability from such
Certificateholders, the Guarantor or the NIMS Insurer as a condition to
taking any such action;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) The Trustee shall not be personally liable for any loss
resulting from the investment of funds held in the Collection Account, the
Escrow Account or the REO Account made at the direction of the Master
Servicer pursuant to Section 3.06.
(b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in the name of the Trustee for the
benefit of all the Holders of such Certificates, subject to the provisions of
this Agreement.
(c) The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations under the Interest Rate Swap Agreement and to assign any
rights to receive payments from the Swap Provider to the Swap Administrator
pursuant to the Swap Administration Agreement and the Depositor further directs
the Trustee to execute, deliver and perform its obligation under the Swap
Administration Agreement. The Seller, the Depositor, the Master Servicer and the
Holders of the Class A Certificates and the Mezzanine Certificates by their
acceptance of such Certificates acknowledge and agree that the Trustee shall
execute, deliver and perform its obligations under the Interest Rate Swap
Agreement and the Swap Administration Agreement and shall do so solely in its
capacity as Trustee of the Trust Fund or as Swap Administrator, as the case may
be, and not in its individual capacity. Every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall apply to the Trustee's execution of the Interest Rate Swap
Agreement and the Swap Administration Agreement, and the performance of its
duties and satisfaction of its obligations thereunder.
SECTION 8.03. The Trustee Not Liable for Certificates or Mortgage
Loans.
The recitals contained herein and in the Certificates (other than the
signature of the Trustee, the authentication of the Certificate Registrar on the
Certificates, the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.13) shall be taken as
the statements of the Depositor and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement (other than as specifically set forth
with respect to such party in Section 8.13) or of the Certificates (other than
the signature of the Trustee and authentication of the Certificate Registrar on
the Certificates) or of any Mortgage Loan or related document. The Trustee shall
not be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Master Servicer in respect
of the Mortgage Loans or deposited in or withdrawn from the Collection Account
by the Master Servicer, other than, subject to Section 8.01, any funds held by
or on behalf of the Trustee in accordance with Section 3.04.
SECTION 8.04. Trustee May Own Certificates.
The Trustee in its individual capacity or any other capacity may
become the owner or pledgee of Certificates with the same rights it would have
if it were not Trustee.
SECTION 8.05. Trustee's Fees and Expenses.
(a) On each Distribution Date reinvestment earnings on funds on
deposit in the Distribution Account, which have been earned during the period
commencing on the related Master Servicer Remittance Date and ending on such
Distribution Date, shall be paid to the Trustee, as compensation for its duties
and obligations under this Agreement (the "Trustee Fee') and the Trustee shall
withdraw from the Distribution Account (but not from such reinvestment earnings)
amounts required to pay the Custodian the Custodian Fee or to reimburse the
Custodian for expenses, costs and liabilities incurred or reimbursable to it, as
such Custodian Fee and expenses (listed separately) are set forth in writing by
the Custodian to the Trustee by the related Determination Date pursuant to the
Custodial Agreement. The Trustee or any director, officer, employee or agent of
the Trustee shall be indemnified by REMIC I and held harmless against any loss,
liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee (including the compensation and the expenses and
disbursements of its agents and counsel) in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee arising out of or in connection with the acceptance or administration of
its obligations and duties under this Agreement, other than any loss, liability
or expense (i) resulting from a breach of the Master Servicer's obligations and
duties under this Agreement and the Mortgage Loans (for which the Master
Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that constitutes a
specific liability of the Trustee pursuant to Section 10.01(c) or (iii) any
loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or negligence in the performance of its duties hereunder or by reason of
reckless disregard of its obligations and duties hereunder or as a result of a
breach of its obligations under Article X hereof. Any amounts payable to the
Trustee or any director, officer, employee or agent of the Trustee in respect of
the indemnification provided by this paragraph (a), or pursuant to any other
right of reimbursement from the Trust Fund that the Trustee or any director,
officer, employee or agent of the Trustee may have hereunder in its capacity as
such, may be withdrawn by the Trustee from the Distribution Account at any time.
(b) The Master Servicer agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense resulting from a breach of
the Master Servicer's obligations and duties under this Agreement. Such
indemnity shall survive the termination or discharge of this Agreement and the
resignation or removal of the Trustee. Any payment hereunder made by the Master
Servicer to the Trustee shall be from the Master Servicer's own funds, without
reimbursement from the Trust Fund therefor.
(c) The Master Servicer shall pay any annual rating agency fees of the
Rating Agencies for ongoing surveillance from its own funds without right of
reimbursement.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or an
association (other than the Depositor, the Seller, the Master Servicer or any
Affiliate of the foregoing) organized and doing business under the laws of any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. If such corporation or association publishes reports of conditions at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
conditions so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.
SECTION 8.07. Resignation and Removal of the Trustee.
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Depositor, the NIMS
Insurer, the Guarantor, the Master Servicer and the Certificateholders. Upon
receiving such notice of resignation of the Trustee, the Depositor shall
promptly appoint a successor trustee acceptable to the NIMS Insurer or the
Guarantor (as provided in Section 1.03) by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee and to the
successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Guarantor, the Trustee and the Master Servicer by the
Depositor. If no successor Trustee shall have been so appointed and shall have
accepted appointment within 30 days after the giving of such notice of
resignation, then the Guarantor may appoint a successor Trustee acceptable to
the NIMS Insurer. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, the NIMS Insurer or the Guarantor (as
provided in Section 1.03), or if at any time the Trustee shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its respective property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its respective property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor, the NIMS Insurer or the Guarantor (as provided in Section 1.03) may
remove the Trustee and appoint a successor trustee acceptable to the NIMS
Insurer or the Guarantor (as provided in Section 1.03) by written instrument, in
duplicate, which instrument shall be delivered to the Trustee so removed and to
the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Guarantor and the Master Servicer by the Depositor.
Either (i) the Holders of Certificates entitled to at least 51% of the
Voting Rights, with the consent of the NIMS Insurer or the Guarantor (as
provided in Section 1.03) or (ii) the NIMS Insurer or the Guarantor (as provided
in Section 1.03), upon failure of the Trustee to perform its obligations
hereunder, may at any time remove the Trustee and appoint a successor trustee
acceptable to the NIMS Insurer or the Guarantor (as provided in Section 1.03) by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Certificateholders, the Guarantor and the Master
Servicer by the Depositor.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.
SECTION 8.08. Successor Trustee.
Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the NIMS Insurer, the
Guarantor and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements, as well as all moneys, held by it hereunder (other than any
Mortgage Files at the time held by the Custodian, which Custodian shall become
the agent of any successor trustee hereunder), and the Depositor and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations.
No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06 and the appointment of such
successor trustee shall not result in a downgrading of any Class of Certificates
by each Rating Agency, as evidenced by a letter from each Rating Agency.
Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
SECTION 8.09. Merger or Consolidation of Trustee.
Any corporation or association into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation or association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or association succeeding to the business
of the Trustee shall be the successor of the Trustee hereunder, provided such
corporation or association shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of REMIC I or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee and the NIMS Insurer or the Guarantor (as provided in Section 1.03) to
act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of REMIC I, and to vest in such Person
or Persons, in such capacity, such title to REMIC I, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. Any such co-trustee or separate trustee shall
be subject to the written approval of the Master Servicer and the NIMS Insurer
or the Guarantor (as provided in Section 1.03). If the Master Servicer and the
NIMS Insurer or the Guarantor (as provided in Section 1.03) shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case a Master Servicer Event of Default shall have occurred and
be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to the Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
REMIC I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trust conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Depositor, the Master Servicer, the Guarantor and the NIMS Insurer.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
SECTION 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Depositor, the Guarantor and
the Master Servicer appoint one or more Custodians to hold all or a portion of
the Mortgage Files as agent for the Trustee, by entering into a Custodial
Agreement. The appointment of any Custodian may at any time be terminated and a
substitute Custodian appointed therefor upon the reasonable request of the
Master Servicer to the Trustee, the consent to which shall not be unreasonably
withheld. The Trustee, on behalf of the Trust Fund, shall pay any and all fees
and expenses of the Custodian in accordance with Section 8.05 and the Custodial
Agreement. The Trustee initially appoints the Custodian as Custodian, and the
Depositor and the Master Servicer consent to such appointment. Subject to
Article VIII hereof, the Trustee agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders having an interest in any
Mortgage File held by such Custodian. Each Custodian shall be a depository
institution or trust company subject to supervision by federal or state
authority, shall have combined capital and surplus of at least $10,000,000 and
shall be qualified to do business in the jurisdiction in which it holds any
Mortgage File. Each Custodial Agreement may be amended only as provided in
Section 11.01. In no event shall the appointment of any Custodian pursuant to a
Custodial Agreement diminish the obligations of the Trustee hereunder.
SECTION 8.12. Appointment of Office or Agency.
The Trustee shall designate an office or agency where the Certificates
may be surrendered for registration of transfer or exchange, and presented for
final distribution, and where notices and demands to or upon the Trustee in
respect of the Certificates and this Agreement may be delivered. As of the
Closing Date, the Trustee designates its Corporate Trust Office in Minneapolis,
Minnesota.
SECTION 8.13. Representations and Warranties of the Trustee.
The Trustee hereby represents and warrants, to the Master Servicer,
the Guarantor and the Depositor, as of the Closing Date, that:
(i) It is a national banking association duly organized, validly
existing and in good standing under the laws of the United States.
(ii) The execution and delivery of this Agreement by it, and the
performance and compliance with the terms of this Agreement by it, shall
not violate its charter or bylaws or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other
instrument to which it is a party or which is applicable to it or any of
its assets.
(iii) It has the full power and authority to enter into and consummate
all transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of it, enforceable against it in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
receivership, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) It is not in violation of, and its execution and delivery of this
Agreement and its performance and compliance with the terms of this
Agreement shall not constitute a violation of, any law, any order or decree
of any court or arbiter, or any order, regulation or demand of any federal,
state or local governmental or regulatory authority, which violation, in
its good faith and reasonable judgment, is likely to affect materially and
adversely either the ability of it to perform its obligations under this
Agreement or its financial condition.
(vi) No litigation is pending or, to the best knowledge, threatened
against it which would prohibit it from entering into this Agreement or, in
its good faith reasonable judgment, is likely to materially and adversely
affect either its ability to perform its obligations under this Agreement
or its financial condition.
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Guarantor, the
Master Servicer and the Trustee (other than the obligations of the Master
Servicer to the Trustee pursuant to Section 8.05 and of the Master Servicer to
provide for and the Trustee to make payments in respect of the REMIC Regular
Interests or the Classes of Certificates as hereinafter set forth) shall
terminate upon payment to the Certificateholders and the deposit of all amounts
held by or on behalf of the Trustee and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier to
occur of (i) the purchase by the Terminator (as defined below) of all Mortgage
Loans and each REO Property remaining in REMIC I and (ii) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in REMIC I; provided, however, that in no event
shall the trust created hereby continue beyond the earlier of (a) the "latest
possible maturity date" and (b) the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date hereof. The
purchase by the Terminator of all Mortgage Loans and each REO Property remaining
in REMIC I shall be at a price (the "Termination Price") equal to greater of (A)
the aggregate fair market value of all of the assets of REMIC I and (B) the sum
of the Stated Principal Balance of the Mortgage Loans (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and the appraised fair market value of the REO
Properties plus accrued interest through the end of the calendar month preceding
the month of the final Distribution Date and any unreimbursed Advances and
Servicing Advances(in the case of fair market values required to be determined
under (A) or (B) above, as determined by the Terminator, the Trustee and, if the
Terminator is not the NIMS Insurer, the NIMS Insurer, as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the third
paragraph of this Section 9.01); provided, however, such option may only be
exercised if the Termination Price is sufficient to pay (i) any outstanding
Guarantor Reimbursement Amounts and Guaranty Fees owed to the Guarantor and (ii)
all interest accrued on, as well as amounts necessary to retire the note balance
of, each class of notes issued pursuant to the Indenture and any amounts owed to
the NIMS Insurer at the time the option is exercised. If a termination pursuant
to this Section 9.01(a) or Section 9.01(b) will result in a draw on the
Guaranty, the consent of the Guarantor shall be required prior to the Terminator
exercising such option.
(b) The Master Servicer (or if the Master Servicer fails to exercise
such right, the NIMS Insurer) shall have the right (the party exercising such
right, the "Terminator"), to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph
no later than the Determination Date in the month immediately preceding the
Distribution Date on which the Certificates shall be retired; provided, however,
that the Terminator may elect to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I pursuant to clause (i) above only (A) if the
aggregate Stated Principal Balance of the Mortgage Loans and each REO Property
remaining in the Trust Fund at the time of such election is less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
and (B) if the Terminator is the Master Servicer and is an affiliate of the
Seller, the Master Servicer shall have delivered to the Trustee, the Guarantor
and the NIMS Insurer a written certification that the burdens of servicing the
Mortgage Loans and REO Properties remaining in REMIC I exceed the benefits of
the Servicing Fees that would be realized by the Master Servicer if it continued
to service such assets on behalf of the Trust Fund. By acceptance of the
Residual Certificates, the Holders of the Residual Certificates agree, in
connection with any termination hereunder, to pledge any amounts in excess of
par, and to the extent received in respect of such termination, to pay any such
amounts to the Holders of the Class CE Certificates.
(c) Notice of the liquidation of the REMIC Regular Interests shall be
given promptly by the Trustee by letter to Certificateholders mailed (a) in the
event such notice is given in connection with the purchase of the Mortgage Loans
and each REO Property by the Terminator, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund shall terminate
and final payment in respect of the REMIC Regular Interests and the Certificates
shall be made upon presentation and surrender of the related Certificates at the
office of the Trustee therein designated, (ii) the amount of any such final
payment, (iii) that no interest shall accrue in respect of the REMIC Regular
Interests or the Certificates from and after the Interest Accrual Period
relating to the final Distribution Date therefor and (iv) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office of
the Trustee. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the purchase of all of the Mortgage Loans and each REO
Property remaining in REMIC I by the Terminator, the Terminator shall deliver to
the Trustee for deposit in the Distribution Account not later than the last
Business Day preceding the final Distribution Date on the Certificates an amount
in immediately available funds equal to the above-described purchase price. Upon
certification to the Trustee by a Servicing Officer of the making of such final
deposit, the Trustee shall promptly release or cause to be released to the
Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee
shall execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.
(d) Upon presentation of the Certificates by the Certificateholders on
the final Distribution Date, the Trustee shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with Section
4.01 in respect of the Certificates so presented and surrendered. Any funds not
distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trustee and credited to the account of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to this
Section 9.01 shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trustee
shall, directly or through an agent, mail a final notice to remaining related
non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust funds.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall pay to the Underwriters all
remaining amounts, and all rights of non-tendering Certificateholders in or to
such amounts shall thereupon cease. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust by the Trustee as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.
Immediately following the deposit of funds in trust hereunder in
respect of the Certificates, the Trust Fund shall terminate.
SECTION 9.02. Additional Termination Requirements.
(a) In the event that the Terminator purchases all the Mortgage Loans
and each REO Property or the final payment on or other liquidation of the last
Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the
Trust Fund shall be terminated in accordance with the following additional
requirements:
(i) The Trustee shall specify the first day in the 90-day liquidation
period in a statement attached to each Trust REMIC's final Tax Return
pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all
requirements of a qualified liquidation under Section 860F of the Code and
any regulations thereunder, as evidenced by an Opinion of Counsel delivered
to the Trustee, the NIMS Insurer and the Gurantor obtained at the expense
of the Terminator;
(ii) During such 90-day liquidation period, and at or prior to the
time of making of the final payment on the Certificates, the Trustee shall
sell all of the assets of REMIC I to the Terminator for cash; and
(iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Holders of the Residual Certificates all
cash on hand in the Trust Fund (other than cash retained to meet claims),
and the Trust Fund shall terminate at that time.
(b) At the expense of the applicable Terminator (or in the event of
termination under Section 9.01(a)(ii), at the expense of the Trustee), the
Trustee shall prepare or cause to be prepared the documentation required in
connection with the adoption of a plan of liquidation of each Trust REMIC
pursuant to this Section 9.02.
(c) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for each
Trust REMIC which authorization shall be binding upon all successor
Certificateholders.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The Trustee shall elect to treat each Trust REMIC as a REMIC under
the Code and, if necessary, under applicable state law. Each such election shall
be made by the Trustee on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued. For
the purposes of the REMIC election in respect of REMIC I, (i) the REMIC I
Regular Interests shall be designated as the Regular Interests in REMIC I and
the Class R-I Interest shall be designated as the Residual Interest in REMIC I,
(ii) the REMIC II Regular Interests shall be designated as the Regular Interests
in REMIC II and the Class R-II Interest shall be designated as the Residual
Interest in REMIC II, (iii) the Class A Certificates, the Mezzanine
Certificates, the Class SWAP-IO Interest, the Class CE Interest and the Class P
Interest shall be designated as the Regular Interests in REMIC III and the Class
R-III Interest shall be designated as the Residual Interest in REMIC III, (v)
the Class CE Certificates shall be designated as the Regular Interests in REMIC
IV and the Class R-IV Interest shall be designated as the Residual Interest in
REMIC IV, (vi) the Class P Certificates shall be designated as the Regular
Interests in REMIC V and the Class R-V Interest shall be designated as the
Residual Interest in REMIC V, (vii) ) REMIC VI Regular Interest IO shall be
designated as the Regular Interests in REMIC VI and the Class R-VI Interest
shall be designated as the Residual Interest in REMIC VI. The Trustee shall not
permit the creation of any "interests" in any Trust REMIC (within the meaning of
Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II
Regular Interests, the Class CE Interest, the Class P Interest, REMIC VI Regular
Interest IO and the interests represented by the Certificates.
(b) The Closing Date is hereby designated as the "Startup Day" of each
Trust REMIC within the meaning of Section 860G(a)(9) of the Code.
(c) The Trustee shall pay out of its own funds, without any right of
reimbursement, any and all expenses relating to any tax audit of the Trust Fund
caused by the Trustee (including, but not limited to, any professional fees or
any administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), other than the
expense of obtaining any tax related Opinion of Counsel except as specified
herein. The Trustee, as agent for each Trust REMIC's tax matters person, shall
(i) act on behalf of the Trust Fund in relation to any tax matter or controversy
involving any Trust REMIC and (ii) represent after consultation with the
Guarantor, the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto. The Holder of the largest Percentage Interest of each Class of Residual
Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the related REMIC created
hereunder. By their acceptance thereof, the Holder of the largest Percentage
Interest of the Residual Certificates hereby agrees to irrevocably appoint the
Trustee or an Affiliate as its agent to perform all of the duties of the tax
matters person for the Trust Fund.
(d) The Trustee shall prepare, sign and file all of the Tax Returns in
respect of each REMIC created hereunder. The expenses of preparing and filing
such returns shall be borne by the Trustee without any right of reimbursement
therefor. The Master Servicer shall provide on a timely basis to the Trustee or
its designee such information with respect to the assets of the Trust Fund as is
in its possession and reasonably required by the Trustee to enable it to perform
its obligations under this Article. The Trustee shall provide to the Guarantor,
upon request, copies of all of the Tax Returns and other tax related information
in respect of any REMIC created hereunder.
(e) The Trustee shall perform on behalf of each Trust REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, as required by the Code, the REMIC Provisions or other such
compliance guidance, the Trustee shall provide (i) to any Transferor of a
Residual Certificate such information as is necessary for the application of any
tax relating to the transfer of a Residual Certificate to any Person who is not
a Permitted Transferee, (ii) to the Certificateholders such information or
reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who shall
serve as the representative of each Trust REMIC. The Master Servicer shall
provide on a timely basis to the Trustee such information with respect to the
assets of the Trust Fund, including, without limitation, the Mortgage Loans, as
is in its possession and reasonably required by the Trustee to enable each of
them to perform their respective obligations under this subsection. In addition,
the Depositor shall provide or cause to be provided to the Trustee within ten
(10) days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flow of the Certificates.
(f) The Trustee shall take such action and shall cause each REMIC
created hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions (and the
Master Servicer shall assist it, to the extent reasonably requested by it). The
Trustee shall not take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee, the Guarantor and the NIMS
Insurer have received an Opinion of Counsel, addressed to the Trustee, the NIMS
Insurer and the Guarantor (at the expense of the party seeking to take such
action but in no event at the expense of the Trustee) to the effect that the
contemplated action shall not, with respect to any Trust REMIC, endanger such
status or result in the imposition of such a tax, nor shall the Master Servicer
take or fail to take any action (whether or not authorized hereunder) as to
which the Trustee, the Guarantor and the NIMS Insurer has advised it in writing
that it has received an Opinion of Counsel to the effect that an Adverse REMIC
Event could occur with respect to such action. In addition, prior to taking any
action with respect to any Trust REMIC or the respective assets of each, or
causing any Trust REMIC to take any action, which is not contemplated under the
terms of this Agreement, the Master Servicer shall consult with the Trustee, the
NIMS Insurer, the Guarantor or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
Trust REMIC, and the Master Servicer shall not take any such action or cause any
Trust REMIC to take any such action as to which the Trustee, the Guarantor or
the NIMS Insurer has advised it in writing that an Adverse REMIC Event could
occur. The Trustee, the Guarantor or the NIMS Insurer may consult with counsel
to make such written advice, and the cost of same shall be borne by the party
seeking to take the action not permitted by this Agreement, but in no event
shall such cost be an expense of the Trustee. At all times as may be required by
the Code, the Master Servicer on behalf of the Trustee shall ensure that
substantially all of the assets of any Trust REMIC shall consist of "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions"
of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Master Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article III or this Article X,
or otherwise (iii) against amounts on deposit in the Distribution Account and
shall be paid by withdrawal therefrom.
(h) On or before April 15th of each calendar year, commencing April
15, 2006, the Trustee shall deliver to the Master Servicer, the NIMS Insurer,
the Guarantor and each Rating Agency a Certificate from a Responsible Officer of
the Trustee stating, without regard to any action taken by any party other than
the Trustee, the Trustee's compliance with this Article X.
(i) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each Trust REMIC on a calendar year and on an
accrual basis. The Trustee shall apply for an Employer Identification Number for
the Trust Fund from the Internal Revenue Service via a Form SS-4 or such other
form as is appropriate.
(j) Following the Startup Day, the Trustee shall not accept any
contributions of assets to any Trust REMIC other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03
unless it shall have received an Opinion of Counsel to the effect that the
inclusion of such assets in the Trust Fund shall not cause the related REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding or
subject such REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(k) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which any Trust REMIC shall receive a fee or other compensation
for services nor permit any such REMIC to receive any income from assets other
than the Mortgage Pool which are deemed to constitute "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
SECTION 10.02. Prohibited Transactions and Activities.
None of the Depositor, the Master Servicer or the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of REMIC I
pursuant to Article IX of this Agreement, (iv) a substitution pursuant to
Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement), or acquire any assets for any Trust REMIC
(other than REO Property acquired in respect of a defaulted Mortgage Loan), or
sell or dispose of any investments in the Collection Account or the Distribution
Account for gain, or accept any contributions to any Trust REMIC after the
Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03), unless it has received an Opinion of Counsel,
addressed to the Trustee, the Guarantor and the NIMS Insurer (at the expense of
the party seeking to cause such sale, disposition, substitution, acquisition or
contribution but in no event at the expense of the Trustee) that such sale,
disposition, substitution, acquisition or contribution shall not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.
SECTION 10.03. Master Servicer and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the NIMS Insurer,
the Depositor, the Guarantor and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor or the Master Servicer, caused solely
by the Trustee's failure to act in accordance with its standard of care set
forth in this Article X or any state, local or franchise taxes imposed upon the
Trust as a result of the location of the Trustee.
(b) The Master Servicer agrees to indemnify the Trust Fund, the
Guarantor, the NIMS Insurer, the Depositor and the Trustee for any taxes and
costs including, without limitation, any reasonable attorneys' fees imposed on
or incurred by the Trust Fund, the Depositor or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in Article III or this
Article X or any state, local or franchise taxes imposed upon the Trust as a
result of the location of the Master Servicer or any subservicer.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
This Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Guarantor, the Master Servicer, the Trustee and, if
applicable, the Custodian, with the consent of the NIMS Insurer and without the
consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
(ii) to correct, modify or supplement any provisions herein (including to give
effect to the expectations of Certificateholders), or in any Custodial
Agreement, or (iii) to make any other provisions with respect to matters or
questions arising under this Agreement or in any Custodial Agreement which shall
not be inconsistent with the provisions of this Agreement, the Prospectus
Supplement, any private placement memorandum prepared in connection with the
issuance of any Certificates or such Custodial Agreement, provided that such
action shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by either (a) an Opinion of Counsel delivered to
the Master Servicer, the Guarantor and the Trustee to such effect or (b)
confirmation from the Rating Agencies that such amendment shall not result in
the reduction or withdrawal of the rating of any outstanding Class of
Certificates. No amendment shall be deemed to adversely affect in any material
respect the interests of any Certificateholder who shall have consented thereto,
and no Opinion of Counsel shall be required to address the effect of any such
amendment on any such consenting Certificateholder.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Guarantor, the Master Servicer, the Trustee
and, if applicable, the Custodian, with the consent of the NIMS Insurer and the
Holders of Certificates entitled to at least 66% of the Voting Rights for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or any Custodial Agreement or of modifying
in any manner the rights of the Swap Provider or Holders of Certificates;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which are
required to be distributed on any Certificate without the consent of the Holder
of such Certificate, (ii) adversely affect in any material respect the interests
of the Swap Provider or Holders of any Class of Certificates (as evidenced by
either (i) an Opinion of Counsel delivered to the Trustee or (ii) written notice
to the Depositor, the Master Servicer, the Guarantor and the Trustee from the
Rating Agencies that such action shall not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates with respect to which it
is a Rating Agency) in a manner other than as described in (i), or (iii) modify
the consents required by the immediately preceding clauses (i) and (ii) without
the consent of the Holders of all Certificates then outstanding. Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding
of consents pursuant to this Section 11.01, Certificates registered in the name
of the Depositor or the Master Servicer or any Affiliate thereof shall be
entitled to Voting Rights with respect to matters affecting such Certificates.
Notwithstanding any contrary provision of this Agreement, none of the
Trustee, the Guarantor or the NIMS Insurer shall consent to any amendment to
this Agreement unless it shall have first received an Opinion of Counsel
satisfactory to the NIMS Insurer and the Guarantor to the effect that such
amendment shall not result in the imposition of any tax on any Trust REMIC
pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding.
Notwithstanding any of the other provisions of this Section 11.01,
none of the Depositor, the Guarantor, the Master Servicer or the Trustee shall
enter into any amendment of this Agreement that would significantly change the
permitted activities of the Trust Fund without the consent of the NIMS Insurer
and the Holders of Certificates that represent more than 50% of the aggregate
Certificate Principal Balance of all Certificates.
Notwithstanding any of the other provisions of this Section 11.01,
none of the Depositor, the Master Servicer or the Trustee shall enter into any
amendment to Section 4.09 or Section 11.10 of this Agreement without the prior
written consent of the Swap Provider.
Promptly after the execution of any such amendment the Trustee shall
furnish a copy of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
The cost of any Opinion of Counsel to be delivered pursuant to this
Section 11.01 shall be borne by the Person seeking the related amendment, but in
no event shall such Opinion of Counsel be an expense of the Trustee.
The Trustee may, but shall not be obligated to enter into any
amendment pursuant to this Section that affects its respective rights, duties
and immunities under this Agreement or otherwise.
SECTION 11.02. Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Certificateholders, but only upon
direction of the Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless (i) such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and (ii) the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
the name of the Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
SECTION 11.04. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws excluding the choice
of laws provisions therein.
SECTION 11.05. Notices.
All directions, demands, requests, authorizations and notices
hereunder shall be in writing and shall be deemed to have been duly given when
received if personally delivered at or mailed by first class mail, postage
prepaid, or by express delivery service, facsimile, electronic mail or delivered
in any other manner specified herein, to (a) in the case of the Depositor, 0000
Xxxx & Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000, Attention: Capital
Markets (telecopy number: (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Master Servicer, the NIMS Insurer,
the Guarantor and the Trustee in writing by the Depositor, (b) in the case of
the Master Servicer, Countrywide Home Loans Servicing LP, 000 Xxxxxxxxxxx Xxx,
Xxxx Xxxxxx, Xxxxxxxxxx 00000, telecopy number (000) 000-0000, Attention: Xxxx
Xxxx, or such other address or telecopy number as may hereafter be furnished to
the Trustee, the NIMS Insurer, the Guarantor and the Depositor in writing by the
Master Servicer, (c) in the case of the Trustee, Xxxxx Fargo Bank, N.A., X.X.
Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager--Park Place
2005-WCW2, with a copy to Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Park Place Securities, Inc., Series
2005-WCW2, or such other address or telecopy number as may hereafter be
furnished to the Master Servicer, the NIMS Insurer, the Guarantor and the
Depositor in writing by the Trustee, (d) in the case of the NIMS Insurer, such
address furnished to the Depositor, the Master Servicer, the Guarantor and the
Trustee in writing by the NIMS Insurer and (e) in the case of the Guarantor,
Xxxxxx Xxx, Special Products Group, Mail Stop 5H-5W-03, 00000 Xxxxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000, Attention: Director (telecopy number: (000) 000-0000),
or such other address or telecopy number as may hereafter be furnished to the
Master Servicer, the NIMS Insurer, the Trustee and the Depositor in writing by
the Guarantor. Any notice required or permitted to be given 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 when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.
A copy of any notice required to be given hereunder by any party shall
also be mailed to the Guarantor.
SECTION 11.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07. Notice to Rating Agencies, the Guarantor and the
NIMS Insurer.
The Trustee shall use its best efforts promptly to provide notice to
the Rating Agencies, the Guarantor and the NIMS Insurer with respect to each of
the following of which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Master Servicer Event of Default that has not
been cured or waived;
3. The resignation or termination of the Master Servicer or the
Trustee;
4. The repurchase or substitution of Mortgage Loans pursuant to or as
contemplated by Section 2.03;
5. The final payment to the Holders of any Class of Certificates;
6. Any change in the location of the Collection Account or the
Distribution Account;
7. Any event that would result in the inability of the Trustee, were
it to succeed as Master Servicer, to make advances regarding delinquent Mortgage
Loans; and
8. The filing of any claim under the Master Servicer's blanket bond
and errors and omissions insurance policy required by Section 3.09 or the
cancellation or material modification of coverage under any such instrument.
In addition, the Trustee shall promptly furnish to each Rating Agency,
the Guarantor and the NIMS Insurer copies of each report to Certificateholders
described in Section 4.02 and the Master Servicer, as required pursuant to
Section 3.19 and Section 3.20, shall promptly furnish to each Rating Agency and
the Guarantor copies of the following:
1. Each annual statement as to compliance described in Section 3.19;
and
2. Each annual independent public accountants' servicing report
described in Section 3.20.
In addition, the Trustee shall provide to the Guarantor copies of all
notices provided to the Rating Agencies hereunder, regardless of whether
such notices relate to an event described in this Section 11.07.
Any such notice pursuant to this Section 11.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service to Xxxxx'x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to Fitch
Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Standard &
Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other addresses as the Rating Agencies
may designate in writing to the parties hereto.
SECTION 11.08. Article and Section References.
All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.
SECTION 11.09. Grant of Security Interest.
It is the express intent of the parties hereto that the conveyance of
the Mortgage Loans by the Depositor to the Trustee be, and be construed as, a
sale of the Mortgage Loans by the Depositor and not a pledge of the Mortgage
Loans by the Depositor to secure a debt or other obligation of the Depositor or
the Seller. However, in the event that, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the
Depositor or the Seller, then, (a) it is the express intent of the parties that
such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Trustee to secure a debt or other obligation of the Depositor or the Seller and
(b)(1) this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from
time to time in the State of New York; (2) the conveyance provided for in
Section 2.01 hereof shall be deemed to be a grant by the Seller and the
Depositor to the Trustee of a security interest in all of the Seller's and the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the Holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Collection Account and the Distribution Account,
whether in the form of cash, instruments, securities or other property; (3) the
obligations secured by such security agreement shall be deemed to be all of the
Depositor's obligations under this Agreement, including the obligation to
provide to the Certificateholders the benefits of this Agreement relating to the
Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law. Accordingly, the Depositor hereby grants to the Trustee a
security interest in the Mortgage Loans and all other property described in
clause (2) of the preceding sentence, for the purpose of securing to the Trustee
on behalf of the Certificateholders the performance by the Depositor of the
obligations described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
and the transfer pursuant to the Mortgage Loan Purchase Agreement to be a true,
absolute and unconditional sale of the Mortgage Loans and assets constituting
the Trust Fund by the Depositor to the Trustee.
SECTION 11.10. Third Party Rights.
The NIMS Insurer and the Swap Provider shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this Agreement.
Without limiting the generality of the foregoing, provisions herein that refer
to the "benefit" of Certificateholders or the "interests" of the
Certificateholders or actions "for the benefit of" Certificateholders also
include an implicit reference to the benefits or interests of the NIMS Insurer,
if any.
IN WITNESS WHEREOF, the Depositor, the Master Servicer , the Guarantor
and the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, in each case as of the day and year first
above written.
PARK PLACE SECURITIES, INC.,
as Depositor
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
FEDERAL NATIONAL MORTGAGE ASSOCIATION,
as Guarantor of the Group I Certificates
By: /S/ XXXXXX XXXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
XXXXX FARGO BANK, N.A.,
as Trustee
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the ___ day of _________2005, before me, a notary public in and for
said State, personally appeared ____________, known to me to be an
________________ of Park Place Securities, 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.
-------------------------------
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the ___ day of _________ 2005, before me, a notary public in and
for said State, personally appeared _________________, known to me to be an
____________________ of Federal National Mortgage Association, one of the
entities 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 entity 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.
-------------------------------
Notary Public
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the __th day of _________ 2005, before me, a notary public in and
for said State, personally appeared __________________, known to me to be a
_________________ of Countrywide Home Loans Servicing LP, 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.
-------------------------------
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the ___ day of _________ 2005, before me, a notary public in and
for said State, personally appeared _________________, known to me to be an
____________________ of Xxxxx Fargo Bank, N.A., one of the entities 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
entity 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.
-------------------------------
Notary Public
EXHIBIT A-1A
FORM OF CLASS A-1A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2005-WCW2, Class A-1A Aggregate Certificate Principal
Balance of the Class A-1A
Certificates as of the Issue
Date: $635,570,000.00
Pass-Through Rate: Variable Denomination: $635,570,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-1A Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1A Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMS Insurer (if any) or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with --------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-1B
FORM OF CLASS A-1B CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2005-WCW2, Class A-1B Aggregate Certificate Principal
Balance of the Class A-1B
Certificates as of the Issue
Date: $277,867,000.00
Pass-Through Rate: Variable Denomination: $277,867,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-1B Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1B Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1B Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMS Insurer (if any) or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-1C
FORM OF CLASS A-1C CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2005-WCW2, Class A-1C Aggregate Certificate Principal
Balance of the Class A-1C
Certificates as of the Issue
Date: $336,199,000.00
Pass-Through Rate: Variable Denomination: $336,199,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-1C Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1C Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1C Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with --------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-1D
FORM OF CLASS A-1D CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE").
Series 2005-WCW2, Class A-1D Aggregate Certificate Principal
Balance of the Class A-1D
Certificates as of the Issue
Date: $182,472,000.00
Pass-Through Rate: Variable Denomination: $185,472,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-1D Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1D Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1D Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with --------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-2A
FORM OF CLASS A-2A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2005-WCW2, Class A-2A Aggregate Certificate Principal
Balance of the Class A-2A
Certificates as of the Issue
Date: $211,512,000.00
Pass-Through Rate: Variable Denomination: $211,512,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2A Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2A Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2A Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-2B
FORM OF CLASS A-2B CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2005-WCW2, Class A-2B Aggregate Certificate Principal
Balance of the Class A-2B
Certificates as of the Issue
Date: $83,134,000.00
Pass-Through Rate: Variable Denomination: $83,134,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2B Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2B Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2B Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-2C
FORM OF CLASS A-2C CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2005-WCW2, Class A-2C Aggregate Certificate Principal
Balance of the Class A-2C
Certificates as of the Issue
Date: $116,455,000.00
Pass-Through Rate: Variable Denomination: $116,455,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2C Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2C Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2C Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-2D
FORM OF CLASS A-2D CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Series 2005-WCW2, Class A-2D Aggregate Certificate Principal
Balance of the Class A-2D
Certificates as of the Issue
Date: $68,992,000.00
Pass-Through Rate: Variable Denomination: $68,992,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2D Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2D Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2D Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-1
FORM OF CLASS M-1 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES
TO THE EVENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
Series 2005-WCW2, Class M-1 Aggregate Certificate Principal
Balance of the Class M-1
Certificates as of the Issue
Date: $78,000,000.00
Pass-Through Rate: Variable Denomination: $78,000,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-1 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-2
FORM OF CLASS M-2 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES
AND THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE
EVENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series 2005-WCW2, Class M-2 Aggregate Certificate Principal
Balance of the Class M-2
Certificates as of the Issue
Date: $74,400,000.00
Pass-Through Rate: Variable Denomination: $74,400,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-2 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-3
FORM OF CLASS M-3 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EVENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-WCW2, Class M-3 Aggregate Certificate Principal
Balance of the Class M-3
Certificates as of the Issue
Date: $45,600,000.00
Pass-Through Rate: Variable Denomination: $45,600,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-3 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-4
FORM OF CLASS M-4 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS
M-3 CERTIFICATES TO THE EVENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
Series 2005-WCW2, Class M-4 Aggregate Certificate Principal
Balance of the Class M-4
Certificates as of the Issue
Date: $42,000,000.00
Pass-Through Rate: Variable Denomination: $42,000,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-4 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ==--------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-5
FORM OF CLASS M-5 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EVENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-WCW2, Class M-5 Aggregate Certificate Principal
Balance of the Class M-5
Certificates as of the Issue
Date: $38,400,000.00
Pass-Through Rate: Variable Denomination: $38,400,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-5 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-5 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-6
FORM OF CLASS M-6 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5
CERTIFICATES TO THE EVENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
Series 2005-WCW2, Class M-6 Aggregate Certificate Principal
Balance of the Class M-6
Certificates as of the Issue
Date: $34,800,000.00
Pass-Through Rate: Variable Denomination: $34,800,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-6 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-6 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-7
CLASS OF CLASS M-7 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES
AND THE CLASS M-6 CERTIFICATES TO THE EVENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-WCW2, Class M-7 Aggregate Certificate Principal
Balance of the Class M-7
Certificates as of the Issue
Date: $31,200,000.00
Pass-Through Rate: Variable Denomination: $31,200,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-7 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-7 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-8
FORM OF CLASS M-8 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE TO
THE EVENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
Series 2005-WCW2, Class M-8 Aggregate Certificate Principal
Balance of the Class M-8
Certificates as of the Issue
Date: $28,800,000.00
Pass-Through Rate: Variable Denomination: $28,800,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1 Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-8 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-8 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-8 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-9
FORM OF CLASS M-9 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS
M-8 CERTIFICATES TO THE EVENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
Series 2005-WCW2, Class M-9 Aggregate Certificate Principal
Balance of the Class M-9
Certificates as of the Issue
Date: $24,000,000.00
Pass-Through Rate: Variable Denomination: $24,000,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1 Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-9 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-9 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-9 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-10
FORM OF CLASS M-10 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EVENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
Series 2005-WCW2, Class M-10 Aggregate Certificate Principal
Balance of the Class M-10
Certificates as of the Issue
Date: $26,400,000.00
Pass-Through Rate: Variable Denomination: $26,400,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1 Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-10 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-10 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-10 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-M-11
FORM OF CLASS M-11 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES,
THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS M-10
CERTIFICATES TO THE EVENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
Series 2005-WCW2, Class M-11 Aggregate Certificate Principal
Balance of the Class M-11
Certificates as of the Issue
Date: $30,000,000.00
Pass-Through Rate: Variable Denomination: $30,000,000.00
Date of Pooling and Servicing Agreement Master Servicer: Countrywide Home
and Cut-off Date: June 1, 2005 Loans Servicing LP Corporation
First Distribution Date: July 25, 2005 Trustee: Xxxxx Fargo Bank, N.A.
No. 1
Issue Date: June 28, 2005
CUSIP: 00000XXX0
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-11 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-11 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), Federal National Mortgage Association, as
Guarantor with respect to the Group I Certificates, the Master Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-11 Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the related Formula Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such Distribution Date. For any Distribution Date
and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus
the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-CE
FORM OF CLASS CE CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE
MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
Series 2005-WCW2, Class CE Aggregate Notional Amount of the
Class CE Certificates as of the
Issue Date: $31,201,568.13
Date of Pooling and Servicing Agreement Aggregate Certificate balance of
and Cut-off Date: June 1, 2005 the Class CE Certificates as of
the Issue Date:
First Distribution Date: July 25, 2005 $31,201,568.13
No. 1 Master Servicer: Countrywide Home
Loans Servicing LP Corporation
Issue Date: June 28, 2005 Trustee: Xxxxx Fargo Bank, N.A.
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Ameriquest Mortgage Company is the registered
owner of a Percentage Interest (obtained by dividing the denomination of this
Certificate by the aggregate Certificate Principal Balance of the Class CE
Certificates as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class CE Certificates in a REMIC created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Park Place Securities, Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), Federal National
Mortgage Association, as Guarantor with respect to the Group I Certificates, the
Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification (other than
in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Master
Servicer in their respective capacities as such), together with copies of the
written certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-P
FORM OF CLASS P CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
Series 2005-WCW2, Class P Aggregate Certificate Principal
Balance of the Class P
Certificates as of the Issue
Date: $100
Date of Pooling and Servicing Agreement Denomination: $100
and Cut-off Date: June 1, 2005
First Distribution Date: July 25, 2005 Master Servicer: Countrywide Home
Loans Servicing LP Corporation
No. 1 Trustee: Xxxxx Fargo Bank, N.A.
Issue Date: June 28, 2005
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Ameriquest Mortgage Company is the registered
owner of a Percentage Interest (obtained by dividing the denomination of this
Certificate by the aggregate Certificate Principal Balance of the Class P
Certificates as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class P Certificates in a REMIC created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Park Place Securities, Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), Federal National
Mortgage Association, as Guarantor with respect to the Group I Certificates, the
Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification (other than
in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Master
Servicer in their respective capacities as such), together with copies of the
written certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-R
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES
PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3)
SHALL HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR
(4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR
OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL
OWNERSHIP OF THIS CERTIFICATE.
Series 2005-WCW2, Class R Aggregate Percentage Interest
of the Class R Certificates as of
the Issue Date: 100% Percentage
Interest
Date of Pooling and Servicing Agreement Denomination: 100% Percentage
and Cut-off Date: June 1, 2005 Interest
First Distribution Date: July 25, 2005 Master Servicer: Countrywide Home
Loans Servicing LP Corporation
No. 1
Trustee: Xxxxx Fargo Bank, N.A.
Issue Date: June 28, 2005
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Ameriquest Mortgage Company is the registered
owner of a Percentage Interest specified above in that certain beneficial
ownership interest evidenced by all the Class R Certificates in a REMIC created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Park Place Securities, Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Federal National Mortgage Association, as Guarantor with respect to the Group I
Certificates, the Master Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification (other than
in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Master
Servicer in their respective capacities as such), together with copies of the
written certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as residual
interests in three REMICs, (B) it will include in its income a PRO RATA share of
the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with ----------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT A-R-X
FORM OF CLASS R-X CERTIFICATE
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES
PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3)
SHALL HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR
(4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR
OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL
OWNERSHIP OF THIS CERTIFICATE.
Series 2005-WCW2, Class R-X Aggregate Percentage Interest
of the Class R-X Certificates as
of the Issue Date: 100%
Percentage Interest
Date of Pooling and Servicing Agreement Denomination: 100% Percentage
and Cut-off Date: June 1, 2005 Interest
First Distribution Date: July 25, 2005 Master Servicer: Countrywide Home
Loans Servicing LP Corporation
No. 1
Trustee: Xxxxx Fargo Bank, N.A.
Issue Date: June 28, 2005
ASSET-BACKED PASS-THROUGH CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by
PARK PLACE SECURITIES, INC.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
PARK PLACE SECURITIES, INC., THE MASTER SERVICER, THE TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
This certifies that Ameriquest Mortgage Company is the registered
owner of a Percentage Interest specified above in that certain beneficial
ownership interest evidenced by all the Class R-X Certificates in a REMIC
created pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), among Park Place Securities, Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Federal National Mortgage Association, as Guarantor with respect to the Group I
Certificates, the Master Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R-X Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer,(if any) and the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification (other than
in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Master
Servicer in their respective capacities as such), together with copies of the
written certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.
Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as residual
interests in three REMICs, (B) it will include in its income a PRO RATA share of
the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.
No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June__, 2005
XXXXX FARGO BANK, N.A.
as Trustee
By:
---------------------------------
Authorized Offier
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, N.A.
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------------------------
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to
Minors Act
JT TEN - as joint tenants with --------------------
right if survivorship (State)
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)
a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:__________________________
________________________________________________________________________________
Dated:
-------------------------------------
Signature by or on behalf of assignor
-------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________, or, if mailed by check, to ________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT B
FORM OF LOST NOTE AFFIDAVIT
Loan #: ____________
Borrower: _____________
I, as ____________________ of ______________________, a
_______________ corporation am authorized to make this Affidavit on behalf of
_____________________ (the "Seller"). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Park Place Securities, Inc. (the "Purchaser"),
_____________________ (the "Deponent"), being duly sworn, deposes and says that:
1. The Seller's address is: _____________________
_____________________
_____________________
2. The Seller previously delivered to the Purchaser a signed Initial
Certification with respect to such Mortgage and/or Assignment of
Mortgage;
3. Such Mortgage Note and/or Assignment of Mortgage was assigned or sold
to the Purchaser by ________________________, a ____________
corporation pursuant to the terms and provisions of a Mortgage Loan
Purchase Agreement dated as of __________ __, _____;
4. Such Mortgage Note and/or Assignment of Mortgage is not outstanding
pursuant to a request for release of Documents;
5. Aforesaid Mortgage Note and/or Assignment of Mortgage (the "Original")
has been lost;
6. Deponent has made or caused to be made a diligent search for the
Original and has been unable to find or recover same;
7. The Seller was the Seller of the Original at the time of the loss; and
8. Deponent agrees that, if said Original should ever come into Seller's
possession, custody or power, Seller will immediately and without
consideration surrender the Original to the Purchaser.
9. Attached hereto is a true and correct copy of (i) the Note, endorsed
in blank by the Mortgagee and (ii) the Mortgage or Deed of Trust
(strike one) which secures the Note, which Mortgage or Deed of Trust
is recorded in the county where the property is located.
10. Deponent hereby agrees that the Seller (a) shall indemnify and hold
harmless the Purchaser, its successors and assigns, against any loss,
liability or damage, including reasonable attorney's fees, resulting
from the unavailability of any Notes, including but not limited to any
loss, liability or damage arising from (i) any false statement
contained in this Affidavit, (ii) any claim of any party that has
already purchased a mortgage loan evidenced by the Lost Note or any
interest in such mortgage loan, (iii) any claim of any borrower with
respect to the existence of terms of a mortgage loan evidenced by the
Lost Note on the related property to the fact that the mortgage loan
is not evidenced by an original note and (iv) the issuance of a new
instrument in lieu thereof (items (i) through (iv) above hereinafter
referred to as the "Losses") and (b) if required by any Rating Agency
in connection with placing such Lost Note into a Pass-Through
Transfer, shall obtain a surety from an insurer acceptable to the
applicable Rating Agency to cover any Losses with respect to such Lost
Note.
11. This Affidavit is intended to be relied upon by the Purchaser, its
successors and assigns. _____________________, a ______________
corporation represents and warrants that it has the authority to
perform its obligations under this Affidavit of Lost Note.
Executed this ____ day, of ___________ ______.
SELLER
By:
---------------------------------
Name:
Title:
On this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on behalf
of such corporation and said acknowledged this instrument to be the free act and
deed of said corporation.
Signature:
[Seal]
EXHIBIT C-1
FORM OF INITIAL CERTIFICATION
[Date]
Park Place Securities, Inc.
0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Re: Pooling and Servicing Agreement, dated as of June 1, 2005,
among Park Place Securities, Inc., Xxxxx Fargo Bank, N.A.,
Federal National Mortgage Association and Countrywide Home
Loans Servicing LP Corporation, relating to Park Place
Securities, Inc., Asset-Backed Pass-Through Certificates,
Series 2005-WCW2
------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of June 1, 2005, among Park Place Securities, Inc. as depositor, Countrywide
Home Loans Servicing LP Corporation as master servicer, Federal National
Mortgage Association as guarantor of the Group I Certificates and Xxxxx Fargo
Bank, N.A. as trustee, we hereby acknowledge that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or any Mortgage Loan specifically identified in the exception report annexed
thereto as not being covered by such certification), (i) all documents
constituting part of such Mortgage File (other than such documents described in
Section 2.01(v)) required to be delivered to it pursuant to this Agreement are
in its possession, (ii) such documents have been reviewed by it or such
Custodian and are not mutilated, torn or defaced unless initialed by the related
borrower and relate to such Mortgage Loan, (iii) based on its or the Custodian's
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (1) through (3), (6), (9),
(10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Custodian makes no
representations as to: (i) the validity, legality, sufficiency, recordability,
enforceability or genuineness of any of the documents contained in the Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule; or
(ii) the collectability, insurability, perfection, priority, effectiveness or
suitability of any such Mortgage Loan.
The Custodian was under no duty or obligation (i) to inspect, review
or examine any such documents, instruments, certificates or other papers to
determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually been recorded or that they are
other than what they purport to be on their face or (ii) to determine whether
any Mortgage File should include any of the documents specified in clause (v) of
Section 2.01.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
Custodian
By:
---------------------------------
Name:
Title:
EXHIBIT C-2
FORM OF FINAL CERTIFICATION
[Date]
Park Place Securities, Inc.
0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Countrywide Home Loans Servicing LP Corporation
0000 Xxxx Xxxxxxx
XX-000
Xxxxxxxxx, XX 00000
Attention: Legal
Re: Pooling and Servicing Agreement, dated as of June 1, 2005,
among Park Place Securities, Inc., Xxxxx Fargo Bank, N.A.,
Federal National Mortgage Association and Countrywide Home
Loans Servicing LP Corporation, relating to Park Place
Securities, Inc., Asset-Backed Pass-Through Certificates,
Series 2005-WCW2
------------------------------------------------------------
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Custodian, on behalf of the Trustee,
hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or listed on the attachment
hereto), it or a Custodian on its behalf has received each of the documents
listed in Section 2.01.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Custodian makes no
representations as to: (i) the validity, legality, sufficiency, recordability,
enforceability or genuineness of any of the documents contained in the Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule; or
(ii) the collectability, insurability, perfection, priority, effectiveness or
suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
Custodian
By:
---------------------------------
Name:
Title:
EXHIBIT C-3
FORM OF RECEIPT OF MORTGAGE NOTE
[Date]
Park Place Securities, Inc.
0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Countrywide Home Loans Servicing LP Corporation
0000 Xxxx Xxxxxxx
XX-000
Xxxxxxxxx, XX 00000
Attention: Legal
Re: Pooling and Servicing Agreement, dated as of June 1, 2005,
among Park Place Securities, Inc., Xxxxx Fargo Bank, N.A.,
Federal National Mortgage Association and Countrywide Home
Loans Servicing LP Corporation, relating to Park Place
Securities, Inc., Asset-Backed Pass-Through Certificates,
Series 2005-WCW2
------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of June 1, 2005, among Park Place Securities, Inc. as depositor, Countrywide
Home Loans Servicing LP Corporation as master servicer, Federal National
Mortgage Association as guarantor of the Group I Certificates and Xxxxx Fargo
Bank, N.A. as trustee, we hereby acknowledge the receipt of the original
Mortgage Note for each Mortgage Loan with any exceptions thereto listed on
Exhibit 1.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
Custodian
By:
---------------------------------
Name:
Title:
EXHIBIT D
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the "Agreement"), dated
June 24, 2005, between Ameriquest Mortgage Company, a Delaware corporation (the
"Seller") and Park Place Securities, Inc., a Delaware corporation (the
"Purchaser").
PRELIMINARY STATEMENT
The Seller intends to sell the Mortgage Loans (as hereinafter defined)
to the Purchaser on the terms and subject to the conditions set forth in this
Agreement. The Purchaser shall deposit the Mortgage Loans into a mortgage pool
constituting the Trust Fund. The Trust Fund will be evidenced by a single series
of asset-backed pass-through certificates designated as Series 2005-WCW2 (the
"Certificates"). The Certificates will consist of twenty-three classes of
certificates. The Class M-11, the Class CE Certificates, the Class P
Certificates and the Residual Certificates (collectively, the "Non-Offered
Certificates") will be delivered to the Seller or its designee as partial
consideration for the Mortgage Loans as further described below.
The Certificates will be issued pursuant to a Pooling and Servicing
Agreement relating to the Series 2005-WCW2 Certificates, dated as of June 1,
2005 (the "Pooling and Servicing Agreement"), among the Purchaser as depositor
(in such capacity, the "Depositor"), Countrywide Home Loans Servicing LP as
master servicer (the "Master Servicer"), the Federal National Mortgage
Association as guarantor of the Group I Certificates (the "Guarantor") and Xxxxx
Fargo Bank, N.A. as trustee (in such capacity, the "Trustee"). Pursuant to the
Pooling and Servicing Agreement, the Depositor will assign all of its right,
title and interest in and to the Mortgage Loans, together with its rights under
this Agreement, to the Trustee for the benefit of the Certificateholders.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Pooling and Servicing Agreement.
The parties hereto agree as follows:
SECTION 1. AGREEMENT TO PURCHASE. The Seller hereby sells, and the
Purchaser hereby purchases, on or before June 28, 2005 (the "Closing Date"),
certain adjustable-rate and fixed-rate conventional, one- to four-family,
residential mortgage loans (the "Mortgage Loans"), having an aggregate principal
balance as of the close of business on June 1, 2005 (the "Cut-off Date") of
$2,400,002,668.13 after giving effect to all payments due on the Mortgage Loans
on or before the Cut-off Date (the "Closing Balance"), whether or not received,
including the right to any Prepayment Charges collected after the Cut-off Date
from the Mortgagors in connection with any Principal Prepayments on the Mortgage
Loans. Any payments (including Prepayment Charges) collected on or before the
Cut-off Date, including all scheduled payments of principal and interest due on
or before the Cut-off Date and collected after the Cut-off Date, shall belong to
the Seller. In addition to the sale of the Mortgage Loans, the Seller will
direct the Trustee to enter into the Interest Rate Swap Agreement and a Swap
Administration Agreement on behalf of the Trust.
SECTION 2. MORTGAGE LOAN SCHEDULE AND PREPAYMENT CHARGE SCHEDULE. The
Purchaser and the Seller have agreed upon which of the mortgage loans owned by
the Seller are to be purchased by the Purchaser pursuant to this Agreement, and
the Seller shall prepare or cause to be prepared on or prior to the Closing Date
a final schedule (the "Closing Schedule") describing such Mortgage Loans and
setting forth all of the Mortgage Loans to be purchased under this Agreement.
The Closing Schedule shall conform to the requirements set forth in this
Agreement and to the definition of "Mortgage Loan Schedule" under the Pooling
and Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan
Schedule under the Pooling and Servicing Agreement. The Seller shall also
prepare or cause to be prepared on or prior to the Closing Date a final schedule
(the "Prepayment Charge Schedule") setting forth each Mortgage Loan containing a
Prepayment Charge and conforming to the definition of Prepayment Charge Schedule
under the Pooling and Servicing Agreement.
SECTION 3. CONSIDERATION.
(a) In consideration for the Mortgage Loans that will be purchased
hereunder, the Purchaser shall, as described in Section 8, (i) pay to or upon
the order of the Seller in immediately available funds an amount equal to the
net sale proceeds of the Class A and Mezzanine Certificates and (ii) deliver to
the Seller, or its designee, the Non-Offered Certificates (other than the Class
M-11 Certificates).
(b) [reserved].
SECTION 4. TRANSFER OF THE MORTGAGE LOANS.
(a) POSSESSION OF MORTGAGE FILES. The Seller does hereby sell to the
Purchaser, without recourse but subject to the terms of this Agreement, all of
its right, title and interest in, to and under the Mortgage Loans, including the
related Prepayment Charges collected after the Cut-off Date. The contents of
each Mortgage File not delivered to the Purchaser or to any assignee, transferee
or designee of the Purchaser on or prior to the Closing Date are and shall be
held in trust by the Seller for the benefit of the Purchaser or any assignee,
transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans,
the ownership of each Mortgage Note, the related Mortgage and the other contents
of the related Mortgage File is vested in the Purchaser and the ownership of all
records and documents with respect to the related Mortgage Loan prepared by or
that come into the possession of the Seller on or after the Closing Date shall
immediately vest in the Purchaser and shall be delivered immediately to the
Purchaser or as otherwise directed by the Purchaser.
(b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Seller will, on or prior
to the Closing Date, deliver or cause to be delivered to the Purchaser or any
assignee, transferee or designee of the Purchaser each of the following
documents for each Mortgage Loan:
(i) the original Mortgage Note, endorsed in blank, without recourse,
or in the following form: "Pay to the order of Xxxxx Fargo Bank, N.A., as
Trustee under the applicable agreement, without recourse, "with all prior
and intervening endorsements showing a complete chain of endorsement from
the originator to the Person so endorsing to the Trustee, or with respect
to any lost Mortgage Note, an original Lost Note Affidavit; provided
however, that such substitutions of Lost Note Affidavits for original
Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate
Cut-off Date Principal Balance of which is less than or equal to 2.00% of
the Pool Balance as of the Cut-off Date;
(ii) the original Mortgage with evidence of recording thereon, and a
copy, certified by the appropriate recording office, of the recorded power
of attorney, if the Mortgage was executed pursuant to a power of attorney,
with evidence of recording thereon;
(iii) an original Assignment assigned in blank, without recourse;
(iv) the original recorded intervening Assignment or Assignments
showing a complete chain of assignment from the originator to the Person
assigning the Mortgage to the Trustee as contemplated by the immediately
preceding clause (iii) or the original unrecorded intervening Assignments;
(v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and
(vi) the original lender's title insurance policy or an attorney's
opinion of title or similar guarantee of title acceptable to mortgage
lenders generally in the jurisdiction where the Mortgaged Property is
located, together with all endorsements or riders which were issued with or
subsequent to the issuance of such policy, insuring the priority of the
Mortgage as a first lien or second lien on the Mortgaged Property
represented therein as a fee interest vested in the Mortgagor, or in the
event such original title policy is unavailable, a written commitment or
uniform binder or preliminary report of title issued by the title insurance
or escrow company.
If any document referred to in Section 4(b)(ii), 4(b)(iii) or 4(b)(iv)
above has been submitted for recording but either (x) has not been returned from
the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations of
the Seller hereunder shall be deemed to have been satisfied upon (1) delivery by
or on behalf of the Seller promptly upon receipt thereof to the Purchaser or any
assignee, transferee or designee of the Purchaser of either the original or a
copy of such document certified by the Seller in the case of (x) above or the
public recording office in the case of (y) above to be a true and complete copy
of the recorded original thereof and (2) if such delivered copy is certified by
the Seller then in addition thereto delivery promptly upon receipt thereof of
either the original or a copy of such document certified by the public recording
office to be a true and complete copy of the original. In the event that the
original lender's title insurance policy has not yet been issued, the Seller
shall deliver to the Purchaser or any assignee, transferee or designee of the
Purchaser a written commitment or interim binder or preliminary report of title
issued by the title insurance or escrow company. Promptly upon receipt by the
Seller of any such original title insurance policy, the Seller shall deliver
such to the Purchaser or any assignee, transferee or designee of the Purchaser.
The Seller shall promptly (and in no event later than thirty (30)
Business Days, subject to extension upon mutual agreement between the Seller and
the Trustee, following the later of (i) the Closing Date, (ii) the date on which
the Seller receives the Assignment from the Trustee and (iii) the date of
receipt by the Seller of the recording information for a Mortgage) submit or
cause to be submitted for recording, at no expense to the Trust Fund or the
Trustee, in the appropriate public office for real property records, each
Assignment referred to in (iii) and (iv) above and shall execute each original
Assignment referred to in (iii) in the following form: "Xxxxx Fargo Bank, N.A.,
as Trustee under the applicable agreement". In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the
Seller shall promptly prepare or cause to be prepared a substitute Assignment or
cure or cause to be cured such defect, as the case may be, and thereafter cause
each such Assignment to be duly recorded.
Notwithstanding the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, so long as
recordation of an Assignment is not necessary to protect the Trustee's and
Certificateholders' interests in the related Mortgage Loan under the laws of the
jurisdiction in which the related Mortgaged Property is located, as evidenced by
an Opinion of Counsel reasonably satisfactory to the Guarantor delivered by the
Master Servicer to the Trustee and the Guarantor, the Assignments shall not be
required to be submitted for recording (except with respect to any Mortgage Loan
located in Maryland) unless such failure to record would result in a withdrawal
or a downgrading by any Rating Agency of the rating on any Class of
Certificates; provided further, however, each Assignment shall be submitted for
recording by the Seller (at the direction of the Master Servicer) in the manner
described above, at no expense to the Trust Fund or the Trustee, upon the
earliest to occur of: (i) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, the Guarantor or the NIMS
Insurer, (ii) [reserved], (iii) the occurrence of the bankruptcy or insolvency
of the Seller, (iv) the occurrence of a servicing transfer as described in
Section 7.02 of the Pooling and Servicing Agreement and (v) with respect to any
one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Mortgagor under the related Mortgage.
Each original document relating to any Mortgage Loan which is not
delivered to the Purchaser or its assignee, transferee or designee, if held by
the Seller, shall be so held for the benefit of the Purchaser or its assignee,
transferee or designee.
(c) ACCEPTANCE OF MORTGAGE LOANS. The documents delivered pursuant to
Section 4(b) hereof shall be reviewed by the Purchaser or any assignee,
transferee or designee of the Purchaser at any time before or after the Closing
Date (and with respect to each document permitted to be delivered after the
Closing Date within seven days of its delivery) to ascertain that all required
documents have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule.
(d) RESERVED.
(e) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, to the Trustee,
as may be required to effect the purposes of the Pooling and Servicing
Agreement, without the consent of the Seller, and the assignee shall succeed to
the rights and obligations hereunder of the Purchaser. Any expense reasonably
incurred by or on behalf of the Purchaser or the Trustee in connection with
enforcing any obligations of the Seller under this Agreement shall be promptly
reimbursed by the Seller.
(f) EXAMINATION OF MORTGAGE FILES. Prior to the Closing Date, the
Seller shall either (i) deliver in escrow to the Purchaser or to any assignee,
transferee or designee of the Purchaser, for examination, the Mortgage File
pertaining to each Mortgage Loan or (ii) make such Mortgage Files available to
the Purchaser or to any assignee, transferee or designee of the Purchaser for
examination at the Custodian's offices in Santa Ana, California. Such
examination may be made by the Purchaser, and its respective designees, upon
reasonable notice to the Seller and the Trustee during normal business hours
before the Closing Date and within sixty (60) days after the Closing Date. If
any such person makes such examination prior to the Closing Date and identifies
any Mortgage Loans that do not conform to the requirements of the Purchaser as
described in this Agreement, such Mortgage Loans shall be deleted from the
Closing Schedule. The Purchaser may, at its option and without notice to the
Seller, purchase all or part of the Mortgage Loans without conducting any
partial or complete examination. The fact that the Purchaser or any person has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the rights of the Purchaser or any assignee,
transferee or designee of the Purchaser to demand repurchase or other relief as
provided herein or under the Pooling and Servicing Agreement.
SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER.
The Seller hereby represents and warrants to the Purchaser, as of the
date hereof and as of the Closing Date, and covenants that:
(1) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and is duly authorized
and qualified to transact any and all business contemplated by this Agreement to
be conducted by the Seller in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any such
State;
(2) The Seller had the full corporate power and authority to hold and
sell each Mortgage Loan and has the full corporate power and authority to
service each Mortgage Loan and to execute, deliver and perform, and to enter
into and consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Seller the
execution, delivery and performance of this Agreement; this Agreement has been
duly executed and delivered by the Seller; and this Agreement, assuming the due
authorization, execution and delivery thereof by the Purchaser, constitutes a
legal, valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except to the extent that (a) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought;
(3) The execution and delivery of this Agreement by the Seller, the
servicing of the Mortgage Loans by the Seller prior to the transfer thereof to
the Master Servicer, the consummation of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the terms hereof are in
the ordinary course of business of the Seller and will not (A) result in a
breach of any term or provision of the charter or by-laws of the Seller or (B)
conflict with, result in a breach, violation or acceleration of, or result in a
default under, the terms of any other material agreement or instrument to which
the Seller is a party or by which it may be bound, or any statute, order or
regulation applicable to the Seller of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Seller;
and the Seller is not a party to, bound by, or in breach or violation of any
indenture or other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects or, to the Seller's knowledge, would in the future materially
and adversely affect, (x) the ability of the Seller to perform its obligations
under this Agreement or (y) the business, operations, financial condition,
properties or assets of the Seller taken as a whole;
(4) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this Agreement
or the consummation of the transactions contemplated hereby, or if any such
consent, approval, authorization or order is required, the Seller has obtained
the same;
(5) The Seller is an approved originator/servicer for Xxxxxx Xxx or
Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section
203 and Section 211 of the National Housing Act; and
(6) Except as otherwise disclosed in the Prospectus Supplement, dated
June 24, 2005 (the "Prospectus Supplement"), no litigation is pending against
the Seller that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Seller to service the
Mortgage Loans or the Seller to perform any of its other obligations hereunder
in accordance with the terms hereof.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE SELLER RELATING TO
THE MORTGAGE LOANS.
(a) The Seller hereby represents and warrants to the Purchaser, with
respect to the Mortgage Loans as of the Closing Date or as of such date
specifically provided herein:
(1) The information set forth on the Mortgage Loan Schedule with
respect to each Mortgage Loan is true and correct in all material respects;
(2) No material error, omission, misrepresentation, negligence, fraud
or similar occurrence with respect to any Mortgage Loan has taken place on the
part of any person, including without limitation, the Mortgagor, any appraiser,
any builder or developer, or any other party involved in the origination of the
Mortgage Loan or in the application of any insurance in relation to such
Mortgage Loan;
(3) All payments due prior to the Cut-off Date have been made and none
of the Mortgage Loans will have been contractually delinquent for more than one
calendar month more than once since the origination thereof;
(4) Each Mortgage is a valid and enforceable first or second lien on
the Mortgaged Property, including all improvements thereon, subject only to (a)
the lien of nondelinquent current real property taxes and assessments, (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage, such
exceptions appearing of record being acceptable to mortgage lending institutions
generally or specifically reflected in the appraisal made in connection with the
origination of the related Mortgage Loan, (c) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by such Mortgage and (d) in the
case of a second lien, the first lien on such Mortgaged Property;
(5) Immediately prior to the sale of the Mortgage Loans to the
Purchaser, the Seller had good title to, and was the sole legal and beneficial
owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest and has full right and authority, subject to no interest or
participation of, or agreement with, any other party to sell and assign the
same;
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property;
(7) There is no valid offset, defense or counterclaim to any Mortgage
Note or Mortgage, including the obligation of the Mortgagor to pay the unpaid
principal of or interest on such Mortgage Note, nor will the operation of any of
the terms of the Mortgage Note and the Mortgage, or the exercise of any right
thereunder, render the Mortgage unenforceable, in whole or in part, or subject
to any valid right of rescission, set-off, counterclaim or defense, including
the defense of usury and no such valid right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto;
(8) There are no mechanics' liens or claims for work, labor or
material rendered to the Mortgaged Property affecting any Mortgaged Property
which are or may be a lien prior to, or equal with, the lien of the related
Mortgage, except those which are insured against by the title insurance policy
referred to in (12) below;
(9) Subject to the Escrow Withhold referred to in (19) below, each
Mortgaged Property is free of material damage and is in good repair;
(10) Each Mortgage Loan at origination complied in all material
respects with applicable local, state and federal laws and regulations,
including, without limitation, usury, equal credit opportunity, real estate
settlement procedures, truth-in-lending, disclosure laws and all applicable
predatory and abusive lending laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws;
(11) Neither the Seller nor any prior holder of any Mortgage has
modified, impaired or waived the Mortgage in any material respect (except that a
Mortgage Loan may have been modified by a written instrument which has been
recorded, if necessary, to protect the interests of the Purchaser and which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in whole
or in part from the lien of such Mortgage; or executed any instrument of
release, cancellation, modification or satisfaction with respect thereto;
(12) A lender's policy of title insurance together with a condominium
endorsement, extended coverage endorsement, and an adjustable rate mortgage
endorsement (each as applicable) in an amount at least equal to the Cut-off Date
principal balance of each such Mortgage Loan or a commitment (binder) to issue
the same was effective on the date of the origination of each Mortgage Loan,
each such policy is valid and remains in full force and effect, the transfer of
the related Mortgage Loan to the Purchaser will not affect the validity or
enforceability of such policy and each such policy was issued by a title insurer
qualified to do business in the jurisdiction where the Mortgaged Property is
located and in a form acceptable to Xxxxxx Mae or Xxxxxxx Mac, which policy
insures the Seller and successor owners of indebtedness secured by the insured
Mortgage, as to the first priority lien of the Mortgage; no claims have been
made under such lender's title insurance policy and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission, anything
which would impair the coverage of such lender's title insurance policy;
(13) Each Mortgage Loan was originated by the Seller or an Affiliate
of the Seller in accordance with the underwriting standards as set forth in the
Prospectus Supplement (or, if generated by an entity other than the Seller or an
Affiliate of the Seller, in accordance with such other underwriting standards as
set forth in the Prospectus Supplement or, if generated on behalf of the Seller
or an Affiliate of the Seller, by a person other than the Seller or an Affiliate
of the Seller, is subject to the same underwriting standards and procedures used
by the Seller in originating mortgage loans directly as set forth in the
Prospectus Supplement) or by a savings and loan association, savings bank,
commercial bank, credit union, insurance company or similar institution which is
supervised and examined by a federal or state authority (including a mortgage
broker), or by a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing Act;
(14) With respect to each Adjustable-Rate Mortgage Loan, on each
adjustment date, the Mortgage Rate will be adjusted to equal the Index plus the
Gross Margin, rounded to the nearest 0.125%, subject to the Periodic Rate Cap,
the Maximum Mortgage Rate and the Minimum Mortgage Rate. The related Mortgage
Note is payable on the first day of each month in self-amortizing monthly
installments of principal and interest, with interest payable in arrears, and
requires a monthly payment which is sufficient to fully amortize the outstanding
principal balance of the Mortgage Loan over its remaining term and to pay
interest at the applicable Mortgage Rate. No Mortgage Loan is subject to
negative amortization;
(15) All of the improvements which were included for the purpose of
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of such property, and no improvements
on adjoining properties encroach upon the Mortgaged Property, except those, if
any, which are insured against by the lender's title insurance policy referred
to in (12) above.
(16) All inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of the Mortgaged Property,
including but not limited to certificates of occupancy, have been made or
obtained from the appropriate authorities, and the Mortgaged Property is
lawfully occupied under applicable law except as may otherwise be insured
against by the lender's title insurance policy referred to in (12) above.
(17) All parties which have had any interest in the Mortgage, whether
as mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which they held and disposed of such interest, were) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
(18) The Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms and with applicable laws. All parties to the Mortgage
Note and the Mortgage had legal capacity to execute the Mortgage Note and the
Mortgage and each Mortgage Note and Mortgage have been duly and properly
executed by such parties;
(19) The proceeds of each Mortgage Loan have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied with, except any
Mortgaged Property or Mortgage Loan subject to an Escrow Withhold as defined in
the applicable Originator's underwriting guidelines. All costs, fees and
expenses incurred in making, closing or recording the Mortgage Loans were paid;
(20) The related Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would
materially interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage;
(21) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the Purchaser to the trustee under the
deed of trust, except in connection with a trustee's sale after default by the
Mortgagor;
(22) There exist no deficiencies with respect to escrow deposits and
payments, if such are required, for which customary arrangements for repayment
thereof have not been made, and no escrow deposits or payments of other charges
or payments due the Seller have been capitalized under the Mortgage or the
related Mortgage Note;
(23) The origination, collection and servicing practices used by the
Seller or its Affiliates with respect to each Mortgage Loan have been in all
material respects legal, proper, reasonable and customary in the subprime
mortgage origination and servicing business and each of the Mortgage Loans has
been serviced by the Seller since origination;
(24) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations;
(25) No Mortgage Loan has a shared appreciation feature, or other
contingent interest feature;
(26) The improvements upon each Mortgaged Property are covered by a
valid, binding and existing hazard insurance policy that is in full force and
effect with a generally acceptable carrier that provides for fire extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located representing coverage not less than the lesser of the
outstanding principal balance of the related Mortgage Loan or the minimum amount
required to compensate for damage or loss on a replacement cost basis. All
individual insurance policies and flood policies referred to in clause (27)
below contain a standard mortgagee clause naming the Seller or the original
mortgagee, and its successors in interest, as mortgagee, and the Seller has
received no notice that any premiums due and payable thereon have not been paid;
the Mortgage obligates the Mortgagor thereunder to maintain all such insurance,
including flood insurance, at the Mortgagor's cost and expense, and upon the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor, except as may be limited or
restricted by applicable law;
(27) If the Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a valid and binding flood insurance policy that is in full force and
effect in a form meeting the requirements of the current guidelines of the Flood
Insurance Administration is in effect with respect to such Mortgaged Property
with a generally acceptable carrier in an amount representing coverage not less
than the least of (A) the original outstanding principal balance of the Mortgage
Loan, (B) the minimum amount required to compensate for damage or loss on a
replacement cost basis or (C) the maximum amount of insurance that is available
under the Flood Disaster Protection Act of 1973;
(28) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note; and the Seller has not
waived any default, breach, violation or event of acceleration;
(29) Each Mortgaged Property is improved by a one- to four-family
residential dwelling, including condominium units and dwelling units in planned
unit developments, which does not include (a) cooperatives or (b) mobile homes
and manufactured homes (as defined in the Xxxxxx Xxx Seller-Servicer's Guide),
except when the appraisal indicates that (i) the mobile or manufactured home was
built under the Federal Manufactured Home Construction and Safety Standards of
1976 or (ii) otherwise assumes the characteristics of site-built housing and
meets local building codes, is readily marketable, has been permanently affixed
to the site, is not in a mobile home "park," and is treated as real property
under the applicable state law. With respect to any Mortgage Loan that is
secured by a leasehold estate: (a) the lease is valid, in full force and effect;
(b) all rents and other payments due under the lease have been paid; (c) the
lessee is not in default under any provision of the lease; (d) the term of the
lease exceeds the maturity date of the related Mortgage Loan by at least five
(5) years; and (e) the Mortgagee under the Mortgage Loan is given notice and an
opportunity to cure any defaults under the lease;
(30) There is no obligation on the part of the Seller or any other
party under the terms of the Mortgage or related Mortgage Note to make payments
in lieu of or in addition to those made by the Mortgagor;
(31) Any future advances made prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage, and
the secured principal amount, as consolidated, bears a single interest rate and
single repayment term reflected on the Mortgage Loan Schedule. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
(32) The Mortgage File contains an appraisal which was either (i)
performed by an appraiser who satisfied, and which was conducted in accordance
with, all of the applicable requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended or (ii) conducted in accordance
with an insured valuation model;
(33) None of the Mortgage Loans is a graduated payment mortgage loan,
nor is any Mortgage Loan subject to a temporary buydown or similar arrangement;
(34) No Mortgagor has currently requested any relief under the
Servicemembers Civil Relief Act or similar state laws;
(35) The Mortgage Loans comply in all material respects with the
descriptions set forth under the captions "The Mortgage Pool" and Annex III in
the Prospectus Supplement;
(36) The Mortgage contains an enforceable provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event that the related Mortgaged Property is sold or transferred without
the prior written consent of the mortgagee thereunder, except as may be limited
by applicable law;
(37) The information set forth in the Prepayment Charge Schedule
attached as Schedule 2 to the Pooling and Servicing Agreement (including the
prepayment charge summary attached thereto) is complete, true and correct in all
material respects at the date or dates respecting which such information is
furnished and each Prepayment Charge is permissible and enforceable in
accordance with its terms upon the full and voluntary prepayment by the
Mortgagor under applicable law and complied in all material respects with
applicable local, state and federal laws (except to the extent that (i) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally or
(ii) the collectability thereof may be limited due to acceleration in connection
with a foreclosure or other involuntary payoff);
(38) Each Mortgage Loan is an obligation that is principally secured
by real property for purposes of the REMIC Provisions of the Code;
(39) The Mortgage Loans are not subject to the requirements of the
Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no Mortgage Loan
is subject to, or in violation of, any applicable state or local law, ordinance
or regulation similar to HOEPA;
(40) (a) No Mortgage Loan is a High Cost Loan as defined by HOEPA or
any other applicable predatory or abusive lending laws and (b) no Mortgage Loan
is a "high cost home", "covered" (excluding home loans defined as "covered home
loans" in the New Jersey Home Ownership Security Act of 2002 that were
originated between November 26, 2003 and July 7, 2004) , "high risk home" or
"predatory" loan under any other applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for resident
mortgage loans having high interest rates, points and/or fees);
(41) No Mortgage Loan originated on or after October 1, 2002 will
impose a Prepayment Charge for a term in excess of three years. Any Mortgage
Loans originated prior to such date will not impose a Prepayment Charge for a
term in excess of five (5) years;
(42) No Mortgage Loan that is secured by property located in the State
of Georgia is either a "Covered Loan" or "High Cost Home Loan" within the
meaning of the Georgia Fair Lending Act, as amended (the "Georgia Act");
(43) The Seller, or one of its Affiliates, as servicer for each
Mortgage Loan prior to the Closing Date, has fully furnished, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company or their
successors (the "Credit Repositories") on a monthly basis until the transfer of
the servicing to the Master Servicer;
(44) There is no Mortgage Loan that was originated on or after October
1, 2002 and before March 7, 2003 which is secured by property located in the
State of Georgia;
(45) The Prepayment Charges included in the transaction are
enforceable and originated in compliance with all applicable federal, state and
local law (except to the extent that (i) the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally or (ii) the collectability thereof
may be limited due to acceleration in connection with a foreclosure or other
involuntary payoff);
(46) No proceeds from any Mortgage Loan were used to finance
single-premium credit insurance policies;
(47) No Mortgage Loan is a high cost loan or a covered loan, as
applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6B
Glossary Revised, Appendix E); and
(48) With respect to any Mortgage Loan originated on or after August
1, 2004, neither the related Mortgage nor the related Mortgage Note requires the
borrower to submit to arbitration to resolve any dispute arising out of or
relating in any way to the mortgage loan transaction.
(b) The Seller hereby represents, warrants and covenants to the
Purchaser, with respect to the Group I Mortgage Loans as of the Closing Date or
as of such date specifically provided herein:
(1) Each Group I Mortgage Loan is in compliance with the
anti-predatory lending eligibility for purchase requirements of Xxxxxx Mae's
Selling Guide;
(2) The methodology used in underwriting the extension of credit
for each Group I Mortgage Loan employs objective mathematical principles which
relate the Mortgagor's income, assets and liabilities to the proposed payment
and such underwriting methodology does not rely on the extent of the Mortgagor's
equity in the collateral as the principal determining factor in approving such
credit extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a reasonable ability to
make timely payments on the Group I Mortgage Loan;
(3) With respect to any Group I Mortgage Loan that contains a
provision permitting imposition of a charge upon a prepayment prior to maturity:
(i) prior to the Group I Mortgage Loan's origination, the Mortgagor agreed to
such charge in exchange for a monetary benefit, including but not limited to a
rate or fee reduction, (ii) prior to the Group I Mortgage Loan's origination,
the Mortgagor was offered the option of obtaining a mortgage loan that did not
require payment of such a charge, (iii) the prepayment charge is disclosed to
the Mortgagor in the loan documents pursuant to applicable state and federal
law, (iv) for loans originated on or after September 1, 2004, the duration of
the prepayment period shall not exceed three (3) years from the date of the
Mortgage Note unless the loan was modified to reduce the prepayment period to no
more than three years from the date of the Mortgage Note and the borrower was
notified in writing of such reduction in the prepayment period, and (v)
notwithstanding any state or federal law to the contrary, the Master Servicer
shall not impose such prepayment charge in any instance when the mortgage debt
is accelerated as the result of the Mortgagor's default in making the loan
payments;
(4) All points and fees related to each Group I Mortgage Loan
were disclosed in writing to the Mortgagor in accordance with applicable state
and federal law and regulation. Except in the case of a Group I Mortgage Loan in
an original principal amount of less than $60,000 which would have resulted in
an unprofitable origination, no Mortgagor was charged "points and fees" (whether
or not financed) in an amount greater than 5% of the principal amount of such
loan and such 5% limitation is calculated in accordance with Xxxxxx Mae's
anti-predatory lending requirements as set forth in the Xxxxxx Mae Selling
Guide;
(5) All fees and charges (including finance charges) and whether
or not financed, assessed, collected or to be collected in connection with the
origination and servicing of each Group I Mortgage Loan have been disclosed in
writing to the Mortgagor in accordance with applicable state and federal law and
regulation;
(6) No Group I Mortgage Loan Mortgagor was encouraged or required
to select a mortgage loan product offered by the Originator which is a higher
cost product designed for a less creditworthy Mortgagor, unless at the time of
the Group I Mortgage Loan's origination, such Mortgagor did not qualify taking
into account credit history and debt-to-income ratios for a lower-cost credit
product then offered by the Originator;
(7) Each Group I Mortgage Loan meets the "Mortgage Eligibility"
requirements (which requirements will be provided to the Trustee) in Xxxxxx
Mae's letter dated June 10, 2005, which sets forth the conditions to Xxxxxx
Mae's participation as guarantor in the Series 2005-WCW2 transaction;
(8) No Group I Mortgage Loan is a "High Cost Home Loan" as
defined in New York Banking Law 6-1;
(9) No Group I Mortgage Loan is a "High-Cost Home Loan" as
defined in the Arkansas Home Loan Protection Act, effective as of July 16, 2003;
(10) No Group I Mortgage Loan is a "High-Cost Home Loan" as
defined in Kentucky State Statute KRS 360.100, effective as of June 24, 2003;
(11) No Group I Mortgage Loan is a "High-Cost Home Loan" as
defined in the New Jersey Home Ownership Act, effective as of November 27, 2003;
(12) No Group I Mortgage Loan is a "High-Cost Home Loan" as
defined in the New Mexico Home Loan Protection Act, effective as of January 1,
2004;
(13) No Group I Mortgage Loan is a "High-Risk Home Loan" as
defined in the Illinois High-Risk Home Loan Act, effective as of January 1,
2004;
(14) No Group I Mortgage Loan is a "High-Cost Home Mortgage Loan"
as defined in the Massachusetts Predatory Home Loan Practices Act, effective
November 7, 2004 (Mass. Xxx. Laws Ch. 183C);
(15) No Group I Mortgage Loan is a "High Cost Home Loan" as
defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
Code Xxx. Sections 24-9-1 through 24-9-9);
(16) No Group I Mortgage Loan is a balloon mortgage loan that has
an original stated maturity of less than seven (7) years; and
(17) No Mortgagor was required to purchase any single premium
credit insurance policy (e.g., life, mortgage, disability, accident,
unemployment, or health insurance product) or debt cancellation agreement as a
condition of obtaining the extension of credit. No Mortgagor obtained a prepaid
single-premium credit insurance policy (e.g., life, mortgage, disability,
accident, unemployment, or health insurance product) in connection with the
origination of such Group I Mortgage Loan. No proceeds from any Group I Mortgage
Loan were used to purchase single premium credit insurance policies or debt
cancellation agreements as part of the origination of, or as a condition to
closing, such Group I Mortgage Loan.
SECTION 7. REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION AND FOR
BREACH OF REPRESENTATION AND WARRANTY.
(a) The representations and warranties contained in Section 6 shall
not be impaired by any review and examination of loan files or other documents
evidencing or relating to the Mortgage Loans or any failure on the part of the
Purchaser to review or examine such documents and shall inure to the benefit of
any assignee, transferee or designee of the Purchaser, including the Trustee for
the benefit of the Certificateholders.
Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document was not transferred by the Seller (as listed on
the Trustee's Preliminary Exception Report) as part of, any Mortgage File or of
a breach of any of the representations and warranties contained in Section 5 or
Section 6 that materially and adversely affects the value of any Mortgage Loan
or the interest therein of the Purchaser or the Purchaser's assignee, transferee
or designee (it being understood that with respect to the representations and
warranties set forth in (39), (40), (41), (43), (44), (46) and (48) of Section
6(a) herein, a breach of any such representation or warranty shall in and of
itself be deemed to materially adversely affect the interest therein of the
Purchaser and the Purchaser's assignee, transferee or designee), the party
discovering the breach shall give prompt written notice to the other. Within
ninety (90) days of its discovery or its receipt of notice of any such missing
documentation which was not transferred to the Purchaser as described above or
materially defective documentation or any such breach of a representation and
warranty (it being understood that with respect to the representations and
warranties set forth in (39), (40), (41), (43), (44), (46) and (48) of Section
6(a) herein, a breach of any such representation or warranty shall in and of
itself be deemed to materially adversely affect the interest therein of the
Purchaser and the Purchaser's assignee, transferee or designee), the Seller
promptly shall deliver such missing document or cure such defect or breach in
all material respects, or in the event the Seller cannot deliver such missing
document or such defect or breach cannot be cured, the Seller shall, within
ninety (90) days of its discovery or receipt of notice, either (i) repurchase
the affected Mortgage Loan at a price equal to the Purchase Price or (ii)
pursuant to the provisions of the Pooling and Servicing Agreement, cause the
removal of such Mortgage Loan from the Trust Fund and substitute one or more
Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is
subject to a breach of the representation and warranty (37) and (45) in Section
6(a) resulting in the Master Servicer's inability to collect all or part of the
Prepayment Charge from the Mortgagor, in lieu of repurchase, the Seller shall be
obligated to remit to the Master Servicer (for deposit in the Collection
Account) any shortfall in the Prepayment Charge collected upon the Mortgagor's
voluntary Principal Prepayment.
Notwithstanding the foregoing, within ninety (90) days of the earlier
of discovery by the Seller or receipt of notice by the Seller of the breach of
the representation (37) or (45) of the Seller set forth in Section 6(a) above
which materially and adversely affects the interests of the Holders of the Class
P Certificates in any Prepayment Charge, the Seller shall pay the amount of the
scheduled Prepayment Charge, for the benefit of the Holders of the Class P
Certificates, by depositing such amount into the Collection Account, net of any
amount previously collected by the Master Servicer and paid by the Master
Servicer, for the benefit of the Holders of the Class P Certificates, in respect
of such Prepayment Charge.
The Seller shall amend the Closing Schedule to reflect the withdrawal
of such Mortgage Loan from the terms of this Agreement and the Pooling and
Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage
Loan. The Seller shall deliver to the Purchaser such amended Closing Schedule
and shall deliver such other documents as are required by this Agreement or the
Pooling and Servicing Agreement within five (5) days of any such amendment. Any
repurchase pursuant to this Section 7(a) shall be accomplished by deposit in the
Collection Account of the amount of the Purchase Price in accordance with
Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or
substitution required by this Section shall be made in a manner consistent with
Section 2.03 of the Pooling and Servicing Agreement.
In addition, upon discovery by the Seller, the Purchaser, or any
assignee, transferee or designee of the Purchaser that any Mortgage Loan does
not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3)
of the Code, the party discovering the breach shall give prompt written notice
within five (5) Business Days to the others. Within ninety (90) days of its
discovery or its receipt of notice, the Seller promptly shall either (i)
repurchase the affected Mortgage Loan at the Purchase Price (as such term is
defined in the Pooling and Servicing Agreement) or (ii) pursuant to the
provisions of the Pooling and Servicing Agreement, cause the removal of such
Mortgage Loan from the Trust Fund and substitute one or more Qualified
Substitute Mortgage Loans.
(b) It is understood and agreed that the obligations of the Seller set
forth in this Section 7 to cure, remit a Prepayment Charge shortfall, repurchase
or substitute for a defective Mortgage Loan constitute the sole remedies of the
Purchaser against the Seller respecting a missing or defective material document
or a breach of the representations and warranties contained in Section 5 or
Section 6.
SECTION 8. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The closing of the
purchase and sale of the Mortgage Loans shall be held at the New York City
office of Xxxxxxx Xxxxxxxx & Xxxx LLP at 10:00 AM New York City time on the
Closing Date.
The closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller under
this Agreement shall be true and correct in all material
respects as of the date as of which they are made and no event
shall have occurred which, with notice or the passage of time,
would constitute a default under this Agreement;
(b) The Purchaser shall have received, or the attorneys of the
Purchaser shall have received in escrow (to be released from
escrow at the time of closing), all Closing Documents as
specified in Section 9 of this Agreement, in such forms as are
agreed upon and acceptable to the Purchaser, duly executed by
all signatories other than the Purchaser as required pursuant to
the respective terms thereof;
(c) The Seller shall have delivered or caused to be delivered and
released to the Purchaser or to its designee, all documents
(including without limitation, the Mortgage Loans) required to
be so delivered by the Purchaser pursuant to Section 2.01 of the
Pooling and Servicing Agreement; and
(d) All other terms and conditions of this Agreement shall have been
complied with.
Subject to the foregoing conditions, the Purchaser shall deliver or
cause to be delivered to the Seller on the Closing Date, against delivery and
release by the Seller to the Trustee of all documents required pursuant to the
Pooling and Servicing Agreement, the consideration for the Mortgage Loans as
specified in Section 3 of this Agreement, by delivery to the Seller of the
purchase price.
SECTION 9. CLOSING DOCUMENTS. Without limiting the generality of
Section 8 hereof, the closing shall be subject to delivery of each of the
following documents:
(a) (i) An Officers' Certificate of the Seller, dated the Closing
Date, in form satisfactory to and upon which the Purchaser and
the Underwriters may rely, and attached thereto copies of the
certificate of incorporation, by-laws and certificate of good
standing of the Seller under the laws of Delaware and stating
that the information contained in the Prospectus Supplement and
the Information Circular, relating to the Mortgage Loans and the
Seller, and the applicable loan portfolio, is true and accurate
in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading and (ii) if any of the
Non-Offered Certificates are offered on the Closing Date
pursuant to a private placement memorandum, the Seller shall
deliver an Officer's Certificate stating that the same
information contained in such private placement memorandum is
true and accurate in all material respects;
(b) An Officers' Certificate of the Seller, dated the Closing Date,
in form satisfactory to and upon which the Purchaser and the
Underwriters may rely, with respect to certain facts regarding
the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller, dated the Closing Date, in
form satisfactory to and addressed to the Purchaser, the
Guarantor and the Underwriters;
(d) Such opinions of counsel from the Purchaser's or Seller's
counsel as the Rating Agencies or the Guarantor may request in
connection with the sale of the Mortgage Loans by the Seller to
the Purchaser or the Seller's execution and delivery of, or
performance under, this Agreement and upon which the
Underwriters may rely;
(e) An Indemnification Agreement among the Master Servicer, the
Depositor and the Seller;
(f) A letter from Deloitte, certified public accountants, dated the
date hereof and to the effect that they have performed certain
specified procedures as a result of which they determined that
certain information of an accounting, financial or statistical
nature set forth in the Prospectus Supplement, under the
captions "Summary of Prospectus Supplement", "Risk Factors",
"The Mortgage Pool", "Yield on the Certificates", "Description
of the Certificates", "Pooling and Servicing Agreement--The
Seller", Annex II and Annex III agrees with the records of the
Seller;
(g) A letter from KPMG, certified public accountants, dated the date
hereof and to the effect that they have performed certain
specified procedures as a result of which they determined that
certain information of an accounting, financial or statistical
nature set forth in the Information Circular, under the captions
"Summary of Terms", "Risk Factors", "The Mortgage Pool", "Yield
on the Certificates", "Description of the Certificates",
"Pooling and Servicing Agreement--The Master Servicer", Annex I
and Annex II agrees with the records of the Master Servicer;
(h) The Seller shall deliver for inclusion in the Prospectus
Supplement and Information Circular, under the captions "The
Mortgage Pool--Underwriting Standards of the Originators" and
"Pooling and Servicing Agreement--The Seller" or for inclusion
in other offering material such publicly available information
regarding its financial condition, underwriting standards,
lending activities and loan sales, production, and servicing and
collection practices, and any similar nonpublic, unaudited
financial information;
(i) The Master Servicer shall deliver for inclusion in the
Prospectus Supplement under the caption "Pooling and Servicing
Agreement--The Master Servicer" or for inclusion in other
offering material approved by the Master Servicer certain
publicly available information regarding its financial condition
and its mortgage loan delinquency, foreclosure and loss
experience and servicing and collection practices, and similar
nonpublic, unaudited financial information; and
(j) Such further information, certificates, opinions and documents
as the Purchaser or the Underwriters may reasonably request.
SECTION 10. COSTS. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without limitation,
assignment of mortgage recording costs and/or fees for title policy endorsements
and continuations, the fees and expenses of the Seller's in-house accountants
and in-house attorneys, the costs and expenses incurred in connection with
producing the Seller's loan loss, foreclosure and delinquency experience, and
the costs and expenses incurred in connection with obtaining the documents
referred to in Sections 9(d) and 9(e) to the extent such costs and expenses were
not previously paid by the Seller. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) the costs and expenses of printing (or otherwise reproducing)
and delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, the Prospectus Supplement, the Information
Circular and the private placement memorandum relating to the Certificates and
other related documents, the initial fees, costs and expenses of the Trustee
relating to the issuance of the initial certification of the Trustee under
Section 2.02 of the Pooling and Servicing Agreement, the fees and expenses of
the Seller's counsel in connection with the preparation of all documents
relating to the securitization of the Mortgage Loans, the filing fee charged by
the Securities and Exchange Commission for registration of the Certificates, the
cost of outside special counsel that may be required for the Purchaser, the cost
of obtaining the documents referred to in Section 9(g) and the fees charged by
any rating agency to rate the Certificates. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.
SECTION 11. [Reserved].
SECTION 12. [Reserved].
SECTION 13. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST. The sale
and delivery on the Closing Date of the Mortgage Loans described on the Mortgage
Loan Schedule in accordance with the terms and conditions of this Agreement is
mandatory. It is specifically understood and agreed that each Mortgage Loan is
unique and identifiable on the date hereof and that an award of money damages
would be insufficient to compensate the Purchaser for the losses and damages
incurred by the Purchaser in the event of the Seller's failure to deliver the
Mortgage Loans on or before the Closing Date. The Seller hereby grants to the
Purchaser a lien on and a continuing security interest in the Seller's interest
in each Mortgage Loan and each document and instrument evidencing each such
Mortgage Loan to secure the performance by the Seller of its obligation
hereunder, and the Seller agrees that it holds such Mortgage Loans in custody
for the Purchaser, subject to the Purchaser's (i) right, prior to the Closing
Date, to reject any Mortgage Loan to the extent permitted by this Agreement, and
(ii) obligation to deliver or cause to be delivered the consideration for the
Mortgage Loans pursuant to Section 8 hereof. Any Mortgage Loans rejected by the
Purchaser shall concurrently therewith be released from the security interest
created hereby. The Seller agrees that, upon acceptance of the Mortgage Loans by
the Purchaser or its designee and delivery of payment to the Seller, that its
security interest in the Mortgage Loans shall be released. All rights and
remedies of the Purchaser under this Agreement are distinct from, and cumulative
with, any other rights or remedies under this Agreement or afforded by law or
equity and all such rights and remedies may be exercised concurrently,
independently or successively.
Notwithstanding the foregoing, if on the Closing Date, each of the
conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the purchase price, or any
such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the purchase price, the Purchaser
shall immediately effect the redelivery of the Mortgage Loans, if delivery to
the Purchaser has occurred and the security interest created by this Section 13
shall be deemed to have been released.
SECTION 14. NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered to or mailed by registered mail, postage prepaid, or transmitted by
telex or telegraph and confirmed by a similar mailed writing, if to the
Purchaser, addressed to the Purchaser at 0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000, Attention: General Counsel,
or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser; if to the Seller, addressed to the Seller at 0000 Xxxx & Xxxxxxx
Xxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000,
Attention: General Counsel, or to such other address as the Seller may designate
in writing to the Purchaser.
SECTION 15. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 16. AGREEMENT OF PARTIES. The Seller and the Purchaser agree
to execute and deliver such instruments and take such actions as either of the
others may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement and the Pooling and
Servicing Agreement.
SECTION 17. SURVIVAL. The Seller agrees that the representations,
warranties and agreements made by it herein and in any certificate or other
instrument delivered pursuant hereto shall be deemed to be relied upon by the
Purchaser, notwithstanding any investigation heretofore or hereafter made by the
Purchaser or on its behalf, and that the representations, warranties and
agreements made by the Seller herein or in any such certificate or other
instrument shall survive the delivery of and payment for the Mortgage Loans and
shall continue in full force and effect, notwithstanding any restrictive or
qualified endorsement on the Mortgage Notes and notwithstanding subsequent
termination of this Agreement, the Pooling and Servicing Agreement or the Trust
Fund.
SECTION 18. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS (EXCLUDING THE CHOICE OF LAW PROVISIONS)
AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.
SECTION 19. MISCELLANEOUS. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. Each
of the NIMS Insurer, if any, and the Guarantor shall be a third party
beneficiary hereof and may enforce the terms hereof as if a party hereto.
It is the express intent of the parties hereto that the conveyance of
the Mortgage Loans by the Seller to the Purchaser as provided in Section 4
hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to
the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. However, in the
event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession" for
purposes of perfecting the security interest pursuant to the New York Uniform
Commercial Code; and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the
Purchaser for the purpose of perfecting such security interest under applicable
law. Any assignment of the interest of the Purchaser pursuant to Section 4(d)
hereof shall also be deemed to be an assignment of any security interest created
hereby. The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement and the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed by their respective officers thereunto duly authorized as of
the date first above written.
AMERIQUEST MORTGAGE COMPANY
By:
---------------------------------
Name:
Title:
PARK PLACE SECURITIES, INC.
By:
---------------------------------
Name:
Title:
EXHIBIT E
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank, N.A.,
Re: Pooling and Servicing Agreement dated as of June 1, 2005
among Park Place Securities, Inc., as depositor, Countrywide
Home Loans Servicing LP Corporation, as master servicer,
Federal National Mortgage Association, as guarantor of the
Group I Certificates, and Xxxxx Fargo Bank, N.A., as trustee
In connection with the administration of the Mortgage Loans
held by you as Trustee pursuant to the above-captioned
Pooling and Servicing Agreement, we request the release, and
hereby acknowledge receipt, of the Trustee's Mortgage File
for the Mortgage Loan described below, for the reason
indicated.
MORTGAGE LOAN NUMBER:
MORTGAGOR NAME. ADDRESS & ZIP CODE:
REASON FOR REQUESTING DOCUMENTS (check one):
____1. Mortgage Paid in Full
____2. Foreclosure
____3. Substitution
____4. Other Liquidation (Repurchases, etc.)
____5. Nonliquidation Reason: _________________
Address to which Trustee should deliver
the Trustee's Mortgage File:
___________________________
___________________________
By:
-----------------------------------
(authorized signer)
Issuer:
-----------------------------------
Address:
-----------------------------------
Date:
-----------------------------------
TRUSTEE
Xxxxx Fargo Bank, N.A.
Please acknowledge the execution of the above request by your signature and
date below:
------------------------------ -----------------------
Signature Date
Documents returned to Trustee:
------------------------------ -----------------------
Trustee Date
EXHIBIT F-1
FORM OF TRANSFEROR REPRESENTATION LETTER
[DATED]
Xxxxx Fargo Bank, N.A.
Re: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW2, CE, P, R, R-X representing a
_____% Percentage Interest] [with an aggregate Certificate
Principal Balance of [_____] [with a Notional Amount of [__]
------------------------------------------------------------
Ladies and Gentlemen:
In connection with the transfer by _____________ (the "Transferor") to
________________ (the "Transferee") of the above-captioned asset-backed
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:
Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action, that (in the case of each of
subclauses (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of June
1, 2005, among Park Place Securities, Inc. as Depositor, Countrywide Home Loans
Servicing LP Corporation as Master Servicer, Federal National Mortgage
Association as guarantor of the Group I Certificates and Xxxxx Fargo Bank, N.A.
as Trustee (the "Pooling and Servicing Agreement"), pursuant to which Pooling
and Servicing Agreement the Certificates were issued.
Capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
Very truly yours,
[Transferor]
By:
---------------------------------
Name:
Title:
FORM OF TRANSFEREE REPRESENTATION LETTER
[Date]
Xxxxx Fargo Bank, N.A.
Re: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW2 Class [CE] [P] [R], [R-X]
[representing a ___ % Percentage Interest] [with an
aggregate Certificate Principal Balance of [__] [with a
Notional Amount of [__]
------------------------------------------------------------
Ladies and Gentlemen:
In connection with the purchase from ______________ (the "Transferor")
on the date hereof of the captioned trust certificates (the "Certificates"),
_______________ (the "Transferee") hereby certifies as follows:
1. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
amended (the "1933 Act") and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The
Transferee is aware that the sale to it is being made in reliance on Rule
144A. The Transferee is acquiring the Certificates for its own account or
for the account of a qualified institutional buyer, and understands that
such Certificate may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer
to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
2. The Transferee has been furnished with all information regarding
(a) the Certificates and distributions thereon, (b) the nature, performance
and servicing of the Mortgage Loans, (c) the Pooling and Servicing
Agreement referred to below and (d) any credit enhancement mechanism
associated with the Certificates, that it has requested.
All capitalized terms used but not otherwise defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of June 1, 2005, among Park Place Securities, Inc. as Depositor,
Countrywide Home Loans Servicing LP Corporation as Master Servicer, Federal
National Mortgage Association as guarantor of the Group I Certificates and Xxxxx
Fargo Bank, N.A. as Trustee, pursuant to which the Certificates were issued.
[TRANSFEREE]
By:
---------------------------------
Name:
Title:
ANNEX 1 TO EXHIBIT F-1
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to _____________ (the
"Transferor") and Xxxxx Fargo Bank, N.A. as Trustee, with respect to the
asset-backed pass-through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").
2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Transferee
owned and/or invested on a discretionary basis $______________________ in
securities (except for the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.
____ CORPORATION, ETC. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
____ BANK. The Transferee (a) is a national bank or banking
institution organized under the laws of any State, territory or
the District of Columbia, the business of which is substantially
confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
____ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net
worth of at least 1Transferee must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless
Transferee is a dealer, and, in that case, Transferee must own
and/or invest on a discretionary basis at least $10,000,000 in
securities. $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
____ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
____ INSURANCE COMPANY. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State,
territory or the District of Columbia.
____ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions,
for the benefit of its employees.
____ ERISA PLAN. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
____ INVESTMENT ADVISOR. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940, as amended.
3. The term "Securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or
any instrumentality thereof, (iv) bank deposit notes and certificates of
deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest rate
and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee and did not include any of
the securities referred to in the preceding paragraph. Further, in determining
such aggregate amount, the Transferee may have included securities owned by
subsidiaries of the Transferee, but only if such subsidiaries are consolidated
with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.
5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.
--------------------------------------------------------------------------------
_____ _____ Will the Transferee be purchasing the Certificates only for
Yes No the Transferee's own account?
--------------------------------------------------------------------------------
6. If the answer to the foregoing question is "no", the Transferee
agrees that, in connection with any purchase of securities sold to the
Transferee for the account of a third party (including any separate account) in
reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth
in Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties
updated annual financial statements promptly after they become available.
Dated:
Print Name of Transferee
By:
---------------------------------
Name:
Title:
ANNEX 2 TO EXHIBIT F-1
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to ______________ (the
"Transferor") and Xxxxx Fargo Bank, N.A., as Trustee, with respect to the
asset-backed pass-through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").
2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, as amended, and (ii) as marked below, the Transferee alone, or the
Transferee's Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used.
____ The Transferee owned $___________________ in securities (other
than the excluded securities referred to below) as of the end of
the Transferee's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $______________ in securities (other than
the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "Securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.
5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.
6. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.
Dated:
Print Name of Transferee or Advisor
By:
---------------------------------
Name:
Title:
IF AN ADVISER:
-------------------------------------
Print Name of Transferee
FORM OF TRANSFEREE REPRESENTATION LETTER
The undersigned hereby certifies on behalf of the purchaser named below
(the "Purchaser") as follows:
1. I am an executive officer of the Purchaser.
2. The Purchaser is a "qualified institutional buyer", as defined in
Rule 144A, ("Rule 144A") under the Securities Act of 1933, as amended.
3. As of the date specified below (which is not earlier than the last
day of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested on a
discretionary basis by the Purchaser was in excess of $100,000,000.
Name of Purchaser ______________________________________________________________
By: (Signature) ______________________________________________________________
Name of Signatory ______________________________________________________________
Title __________________________________________________________________________
Date of this certificate _______________________________________________________
Date of information provided in paragraph 3 ____________________________________
EXHIBIT F-2
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of ________________________, the
proposed Transferee of an Ownership Interest in a Residual Certificate (the
"CERTIFICATE") issued pursuant to the Pooling and Servicing Agreement dated as
of June 1, 2005 (the "AGREEMENT"), among Park Place Securities, Inc., as
depositor (the "DEPOSITOR"), Countrywide Home Loans Servicing LP Corporation, as
master servicer (the "SERVICER"), Federal National Mortgage Association, as
guarantor of the Group I Certificates, and Xxxxx Fargo Bank, N.A. as trustee
(the "TRUSTEE"). Capitalized terms used, but not defined herein or in Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee for the benefit of the Depositor and the Trustee.
2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 5.02(d) of
the Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit L to the Agreement (a "TRANSFEROR Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.
7. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands
that the taxes payable with respect to the Certificate may exceed the cash flow
with respect thereto in some or all periods and intends to pay such taxes as
they become due. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.
8. The Transferee's taxpayer identification number is ___________.
9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
11. The Transferee will not cause income from the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
person.
12. Check one of the following:
[_] The present value of the anticipated tax liabilities associated
with holding the Certificate, as applicable, does not exceed the sum of:
(i) the present value of any consideration given to the Transferee
to acquire such Certificate;
(ii) the present value of the expected future distributions on such
Certificate; and
(iii) the present value of the anticipated tax savings associated with
holding such Certificate as the related REMIC generates losses.
For purposes of this calculation, (i) the Transferee is assumed to pay
tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.
[_] The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
(i) the Transferee is an "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Certificate will only be taxed in the United
States;
(ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the
transfer, the Transferee had gross assets for financial
reporting purposes (excluding any obligation of a person related
to the Transferee within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Certificate only to another
"eligible corporation," as defined in U.S. Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the
requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and
(iv) the Transferee determined the consideration paid to it to
acquire the Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates,
prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the
Transferee) that it has determined in good faith.
[_] None of the above.
13. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or a plan that is subject to Section 4975 of the Code or a plan
subject to any Federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting
on behalf of or investing plan assets of such a plan.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this day of , 20 .
[OWNER]
By:
---------------------------------
Name:
Title:
[Corporate Seal]
ATTEST:
--------------------------------
[Assistant] Secretary
Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this ___ day of ________, 20__.
-------------------------------------
NOTARY PUBLIC
My Commission expires the __ day
of _________, 20__
FORM OF TRANSFEROR AFFIDAVIT
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
_______________________________________, being duly sworn, deposes,
represents and warrants _____________________________ as follows:
1. I am a ____________________ of (the "Owner"), a corporation duly
organized and existing under the laws of ______________, on behalf of whom I
make this affidavit.
2. The Owner is not transferring the Class [R] [R-X] (the "Residual
Certificates") to impede the assessment or collection of any tax.
3. The Owner has no actual knowledge that the Person that is the
proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.
4. The Owner understands that the Purchaser has delivered to the
Certificate Registrar a transfer affidavit and agreement in the form attached to
the Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe that any representation contained therein is false.
5. At the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due in the
future. The Owner understands that the transfer of a Residual Certificate may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.
6. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 200__.
[OWNER]
By:
---------------------------------
Name:
Title: [Vice] President
ATTEST:
By: ________________________________________________
Name:
Title: [Assistant] Secretary
Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the same
as [his/her] free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of __________, 200__.
-------------------------------------
Notary Public
County of ______________________
State of _______________________
My Commission expires:
EXHIBIT G
FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
_____________, 200__
Park Place Securities, Inc. Xxxxx Fargo Bank, N.A.
0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000 [Trustee Address]
Xxxxxx, Xxxxxxxxxx 00000
Countrywide Home Loans Servicing LP
Corporation
[Master Servicer Address]
Re: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW2, Class A1, A2, M, CE, P, R
and R-X
------------------------------------------------------------
Dear Ladies and Gentlemen:
__________________________________ (the "Transferee") intends to
acquire from _____________________ (the "Transferor") [$____________ Initial
Certificate Principal Balance] [$____________ initial Notional Amount] [_____%
Percentage Interest] of Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW2, Class ___ (the "Certificates"), issued pursuant
to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of June 1, 2005 among Park Place Securities, Inc. as depositor (the
"Depositor"), Countrywide Home Loans Servicing LP Corporation as master servicer
(the "Master Servicer"), Federal National Mortgage Association as guarantor of
the Group I Certificates and Xxxxx Fargo Bank, N.A. as trustee (the "Trustee").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to, and covenants with the Depositor, the
Trustee and the Master Servicer that the following statements in either (1) or
(2) are accurate:
The Certificates either (A) (i) are not being acquired by, and will
not be transferred to, any employee benefit plan within the meaning of section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or other retirement arrangement, including individual retirement
accounts and annuities, Xxxxx plans and bank collective investment funds and
insurance company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code") (any of the
foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss.
2510.3-101, and (iii) will not be transferred to any entity that is deemed to be
investing in plan assets within the meaning of the DOL regulation at 29
C.F.R.ss.2510.3-101 or (B) the transferor has provided the opinion of counsel
required by section 5.02(d) of the Pooling and Servicing Agreement.
Very truly yours,
By:
---------------------------------
Name:
Title:
EXHIBIT H
FORM OF INTEREST RATE SWAP AGREEMENT
BEAR XXXXXXX
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
000-000-0000
DATE: June 28, 2005
TO: Xxxxx Fargo Bank, N.A., not individually, but solely as
Trustee for Park Place Securities Inc., Asset-Backed Pass-
Through Certificates, Series 2005-WCW2
ATTENTION: Client Manager - Park Place Securities Inc.-2005-WCW2
TELEPHONE: 000-000-0000
FACSIMILE: 000-000-0000
FROM: Derivatives Documentation
TELEPHONE: 000-000-0000
FACSIMILE: 000-000-0000
SUBJECT: Fixed Income Derivatives Confirmation and Agreement
REFERENCE NUMBER: FXNSC7142
The purpose of this letter agreement ("Agreement") is to confirm the terms and
conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP") and
Xxxxx Fargo Bank, N.A., not individually, but solely as Trustee ("Counterparty")
under the Pooling and Servicing Agreement, dated and effective as of June 1,
2005, among Park Place Securities, Inc., as Depositor, Countrywide Home Loans
Servicing LP, as Master Servicer, Federal National Mortgage Association, as
Guarantor and Xxxxx Fargo Bank, N.A., as Trustee (the "Pooling and Servicing
Agreement") for the Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW2. This Agreement, which evidences a complete and
binding agreement between you and us to enter into the Transaction on the terms
set forth below, constitutes a "Confirmation" as referred to in the "ISDA Form
Master Agreement" (as defined below), as well as a "Schedule" as referred to in
the ISDA Form Master Agreement.
1. This Agreement is subject to the 2000 ISDA DEFINITIONS (the "Definitions"),
as published by the International Swaps and Derivatives Association, Inc.
("ISDA"). You and we have agreed to enter into this Agreement in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency--Cross
Border) form (the "ISDA Form Master Agreement") but, rather, an ISDA Form Master
Agreement shall be deemed to have been executed by you and us on the date we
entered into the Transaction. In the event of any inconsistency between the
provisions of this Agreement and the Definitions or the ISDA Form Master
Agreement, this Agreement shall prevail for purposes of the Transaction. Terms
capitalized but not defined herein shall have the meanings attributed to them in
the Pooling and Servicing Agreement.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: With respect to any Calculation
Period, the amount set forth for such period
in Schedule I attached hereto.
Trade Date: June 20, 2005
Effective Date: June 28, 2005
Termination Date: October 25, 2009
FIXED AMOUNT:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Date:The 25th calendar day of each month
during the Term of this Transaction,
commencing July 25, 2005 and ending on the
Termination Date, subject to adjustment in
accordance with the Following Business Day
Convention
Fixed Rate Payer
Period End Dates: The 25th calendar day of each month
during the Term of this Transaction,
commencing July 25, 2005 and ending on the
Termination Date, subject to No Adjustment.
Fixed Rate: 4.08750%
Fixed Amount: To be determined in accordance with the
following formula:
250 * Fixed Rate * Notional Amount * Fixed
Rate Day Count Fraction.
Fixed Rate Day
Count Fraction: 30/360
FLOATING AMOUNTS:
Floating Rate Payer: BSFP
Floating Rate Payer
Payment Dates: The 25th calendar day of each month
during the Term of this Transaction,
commencing July 25, 2005 and ending on the
Termination Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Floating Rate Payer
Period End Dates: The 25th calendar day of each month
during the Term of this Transaction,
commencing July 25, 2005 and ending on the
Termination Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA
Floating Amount: To be determined in accordance with the
following formula:
250 * Floating Rate * Notional Amount *
Floating Rate Day Count Fraction.
Designated Maturity: One month
Floating Rate Day
Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable
Business Days: New York
3. Additional Provisions: Each party hereto is hereby advised and
acknowledges that the other party has engaged
in (or refrained from engaging in) substantial
financial transactions and has taken (or
refrained from taking) other material actions
in reliance upon the entry by the parties into
the Transaction being entered into on the
terms and conditions set forth herein and in
the Confirmation relating to such Transaction,
as applicable. This paragraph shall be deemed
repeated on the trade date of each
Transaction.
4. Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
Master Agreement will apply to any Transaction.
2) TERMINATION PROVISIONS. Subject to the provisions of paragraph 13 below,
for purposes of the ISDA Form Master Agreement:
(a) "Specified Entity" is not applicable to BSFP or Counterparty for any
purpose.
(b) "Breach of Agreement" provision of Section 5(a)(ii) will not apply to BSFP
or Counterparty.
(c) "Credit Support Default" provisions of Section 5(a)(iii) will not apply to
BSFP or Counterparty.
(d) "Misrepresentation" provisions of Section 5(a)(iv) will not apply to BSFP
or Counterparty.
(e) "Specified Transaction" is not applicable to BSFP or Counterparty for any
purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
(f) The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
or to Counterparty.
(g) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
apply to BSFP or Counterparty.
(h) With respect to the Counterparty, the "Bankruptcy" provision of Section
5(a)(vii)(2) will be deleted in its entirety.
(i) The "Automatic Early Termination" provision of Section 6(a) will not apply
to BSFP or to Counterparty.
(j) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA
Form Master Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(k) "Termination Currency" means United States Dollars.
3) Tax Representations.
Payer Representations. For the purpose of Section 3(e) of the ISDA Form
Master Agreement, BSFP and Counterparty make the following representations:
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of the ISDA Form Master Agreement) to be made by it
to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any representations
made by the other party pursuant to Section 3(f) of the ISDA Form
Master Agreement, (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master Agreement and the
accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master
Agreement and (iii) the satisfaction of the agreement of the other
party contained in Section 4(d) of the ISDA Form Master Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver
a form or document under Section 4(a)(iii) by reason of material
prejudice of its legal or commercial position.
Payee Representations. For the purpose of Section 3 (f) of the ISDA Form
Master Agreement, BSFP and Counterparty make the following representations:
(i) BSFP represents that it is a corporation organized under the laws
of the State of Delaware and its United States taxpayer identification
number is 00-0000000.
(ii) Counterparty represents that it is Trustee under the Pooling and
Servicing Agreement.
4) The ISDA Form Master Agreement is hereby amended as follows:
(a) The word "third" shall be replaced by the word "second" in the third
line of Section 5(a)(i) of the ISDA Form Master Agreement;
5) DOCUMENTS TO BE DELIVERED. For the purpose of Section 4(a):
(1) Tax forms, documents, or certificates to be delivered are:
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO
DELIVER DOCUMENT CERTIFICATE BE DELIVERED
BSFP and Any document required or Promptly after the earlier of (i)
the Counterparty reasonably requested to reasonable demand by either party
learning that allow the other party to or (ii) such form or document is
make payments under this required
Agreement without any
deduction or withholding
for or on the account of
any Tax or with such
deduction or withholding
at a reduced rate
(2) Other documents to be delivered are:
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION 3(D)
DELIVER DOCUMENT CERTIFICATE BE DELIVERED REPRESENTATION
BSFP and Any documents required by Upon the execution and Yes
the Counterparty the receiving party to delivery of this Agreement
evidence the authority of and such Confirmation
the delivering party or its
Credit Support Provider, if
any, for it to execute and
deliver this Agreement, any
Confirmation, and any
Credit Support Documents to
which it is a party, and to
evidence the authority of
the delivering party or its
Credit Support Provider to
perform its obligations
under this Agreement, such
Confirmation and/or Credit
Support Document, as the
case may be
BSFP and A certificate of an Upon the execution and Yes
the Counterparty authorized officer of the delivery of this Agreement
party, as to the incumbency and such Confirmation
and authority of the
respective officers of the
party signing this Agreement,
any relevant Credit Support
Document, or any
Confirmation, as the case may
be
6) MISCELLANEOUS. Miscellaneous
(a) Address for Notices: For the purposes of Section 12(a) of the ISDA Form
Master Agreement:
Address for notices or communications to BSFP:
Address: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC Manager
Facsimile: (000) 000-0000
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative Operations - 7th Floor
Facsimile: (000) 000-0000
(For all purposes)
Address for notices or communications to the Counterparty:
Address: Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - Park Place Securities Inc.-2005-WCW2
Facsimile: 000-000-0000
Phone: 000-000-0000
(For all purposes)
(b) Process Agent. For the purpose of Section 13(c):
BSFP appoints as its
Process Agent: Not Applicable
The Counterparty appoints as its
Process Agent: Not Applicable
(c) Offices. The provisions of Section 10(a) will not apply to this Agreement;
neither BSFP nor the Counterparty have any Offices other than as set forth
in the Notices Section and BSFP agrees that, for purposes of Section 6(b)
of the ISDA Form Master Agreement, it shall not in future have any Office
other than one in the United States.
(d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement:
BSFP is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is BSFP.
(f) Credit Support Document. Not applicable for either BSFP or the
Counterparty.
(g) Credit Support Provider.
BSFP: Not Applicable
The Counterparty: Not Applicable
(h) Governing Law. The parties to this Agreement hereby agree that the law of
the State of New York shall govern their rights and duties in whole without
regard to conflict of law provisions thereof other than New York General
Obligations Law Sections 5-1401 and 5-1402.
(i) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall
be held to be invalid or unenforceable (in whole or in part) for any
reason, the remaining terms, provisions, covenants, and conditions hereof
shall continue in full force and effect as if this Agreement had been
executed with the invalid or unenforceable portion eliminated, so long as
this Agreement as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter of
this Agreement and the deletion of such portion of this Agreement will not
substantially impair the respective benefits or expectations of the
parties.
The parties shall endeavor to engage in good faith negotiations to replace
any invalid or unenforceable term, provision, covenant or condition with a
valid or enforceable term, provision, covenant or condition, the economic
effect of which comes as close as possible to that of the invalid or
unenforceable term, provision, covenant or condition.
(j) Consent to Recording. Each party hereto consents to the monitoring or
recording, at any time and from time to time, by the other party of any and
all communications between officers or employees of the parties, waives any
further notice of such monitoring or recording, and agrees to notify its
officers and employees of such monitoring or recording.
(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to this Agreement or any Credit
Support Document.
(l) Trustee Capacity. It is expressly understood and agreed by the parties
hereto that insofar as this Confirmation is executed by the Trustee (i)
this Confirmation is executed and delivered by Xxxxx Fargo Bank, N.A. not
in its individual capacity but solely as Trustee under the Pooling and
Servicing Agreement referred to in this Confirmation in the exercise of the
powers and authority conferred and invested in it thereunder (ii) each of
the representations, undertakings and agreements herein made on the part of
Park Place Securities, Inc. Asset-Backed Pass-Through Certificates, Series
2005-WCW2 is made and intended not as personal representations,
undertakings and agreements by Xxxxx Fargo Bank, N.A. but is made and
intended for the purposes of binding only Park Place Securities, Inc.
Asset-Backed Pass-Through Certificates, Series 2005-WCW2, (iii) nothing
herein contained shall be construed as creating any liability on the part
of Xxxxx Fargo Bank, N.A., individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties hereto and by any Person
claiming by, through or under the parties hereto,and (iv) under no
circumstances shall Xxxxx Fargo Bank, N.A. in its individual capacity be
personally liable for the payment of any indebtedness or expenses or be
personally liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken under this
Confirmation or any other related documents.
(m) Proceedings. BSFP shall not institute against or cause any other person to
institute against, or join any other person in instituting against, Park
Place Securities Inc., Park Place Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2005-WCW2 or Xxxxx Fargo Bank, N.A., not
individually, but solely as Trustee any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any federal or state bankruptcy or similar law for a period of one
year and one day (or, if longer, the applicable preference period)
following payment in full of the Certificates.
(n) BSFP hereby agrees that, notwithstanding any provision of this agreement to
the contrary, Counterparty's obligations to pay any amounts owing under
this Agreement shall be subject to Section 4.01(e) of the Pooling and
Servicing Agreement and BSFP's right to receive payment of such amounts
shall be subject to Section 4.01(e) of the Pooling and Servicing Agreement.
7) "Affiliate" BSFP and Counterparty shall be deemed to not have any Affiliates
for purposes of this Agreement, including for purposes of Section 6(b)(ii).
8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
the end thereof the following subsection (g):
"(g) RELATIONSHIP BETWEEN PARTIES.
Each party represents to the other party on each date when it
enters into a Transaction that:--
(1) NONRELIANCE. It is not relying on any statement or representation
of the other party regarding the Transaction (whether written or oral), other
than the representations expressly made in this Agreement or the Confirmation in
respect of that Transaction.
(2) EVALUATION AND UNDERSTANDING.
(i) BSFP is acting for its own account and Xxxxx Fargo Bank, N.A. is
acting as Trustee under the Pooling and Servicing Agreement and not for its own
account. Each party has the capacity to evaluate (internally or through
independent professional advice) the Transaction and has made its own decision
to enter into the Transaction;
(ii) It understands the terms, conditions and risks of the Transaction
and is willing and able to accept those terms and conditions and to assume those
risks, financially and otherwise; and
(3) Purpose. It is an "eligible swap participant" as such term is
defined in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated
under, and an "eligible contract participant" as defined in Section 1(a)(12) of,
the Commodity Exchange Act, as amended, and it is entering into the Transaction
for the purposes of managing its borrowings or investments, hedging its
underlying assets or liabilities or in connection with a line of business.
(4) STATUS OF PARTIES. The other party is not acting as an agent,
fiduciary or advisor for it in respect of the Transaction."
9) SET-OFF. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each party irrevocably waives any and all rights
it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other
party hereunder against any obligation between it and the other party under any
other agreements. The provisions for Set-off set forth in Section 6(e) of the
Agreement shall not apply for purposes of this Transaction.
10) TRANSFER, AMENDMENT AND ASSIGNMENT. No transfer, amendment, waiver,
supplement, assignment or other modification of this Transaction shall be
permitted by either party unless each of Standard & Poor's Ratings Service, a
division of The XxXxxx-Xxxx Companies, Inc. ("S&P"), Xxxxx'x Investors Service,
Inc. ("Moody's") and Fitch Ratings ("Fitch"), has been provided notice of the
same and confirms in writing (including by facsimile transmission) within five
Business Days after such notice is given that it will not downgrade, qualify,
withdraw or otherwise modify its then-current rating of the Park Place
Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-WCW2 (the
"Certificates").
11) ADDITIONAL TERMINATION EVENTS. The following Additional Termination Events
will apply, in each case with respect Counterparty as the sole Affected Party
(unless otherwise provided below):
(i) BSFP fails to comply with the Rating Agency Downgrade provisions as
set forth in Section 12 below. For all purposes of this Agreement,
BSFP shall be the sole Affected Party with respect to the occurrence
of a Termination Event described in this Section 11(i).
(ii) Notice of the requisite amount of Class CE Certificateholders', the
NIMS Insurer's, or the Master Servicer's intention to exercise its
option to purchase the Mortgage Loans pursuant to Section 9.01 of the
Pooling and Servicing Agreement is given by the Trustee to
Certificateholders pursuant to Section 9.02 of the Pooling and
Servicing Agreement.
(iii) If the Trustee is unable to pay its Class A Certificates or fails or
admits in writing its inability to pay its Class A Certificates as
they become due..
12) RATING AGENCY DOWNGRADE. In the event that BSFP's long-term unsecured and
unsubordinated debt rating is withdrawn or reduced below "AA-" by S&P or its
long-term unsecured and unsubordinated debt rating is withdrawn or reduced below
"Aa3" by Moody's (and together with S&P and Fitch, the "Swap Rating Agencies",
and such rating thresholds, "Approved Rating Thresholds"), then within 30 days
after such rating withdrawal or downgrade, BSFP shall, subject to the Rating
Agency Condition, at its own expense, either (i) cause another entity to replace
BSFP as party to this Agreement that meets or exceeds the Approved Rating
Thresholds and that is approved by the Trustee (which approval shall not be
unreasonably withheld) on terms substantially similar to this Agreement or (ii)
obtain a guaranty of, or a contingent agreement of another person with the
Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement;
provided that such other person is approved by the Trustee , such approval not
to be unreasonably withheld. For purposes of this provision, "Rating Agency
Condition" means, with respect to any particular proposed act or omission to act
hereunder that the party acting or failing to act must consult with any of the
Swap Rating Agencies then providing a rating of the Certificates and receive
from the Swap Rating Agencies a prior written confirmation that the proposed
action or inaction would not cause a downgrade or withdrawal of the then-current
rating of the Certificates.
NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR
AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN
OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.
5. Account Details and
Settlement Information: PAYMENTS TO BSFP:
Citibank, N.A., New York
ABA Number: 000-0000-00, for the account of
Bear, Xxxxxxx Securities Corp.
Account Number: 0925-3186, for further credit to
Bear Xxxxxxx Financial Products Inc.
Sub-account Number: 102-04654-1-3
Attention: Derivatives Department
PAYMENTS TO COUNTERPARTY:
Xxxxx Fargo Bank, N.A.
San Francisco, CA
ABA No.: 000-000-000
Account No.: 0000000000
Account Name: SAS Clearing
FFC: 17173201
This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 000-000-0000. For inquiries regarding U.S. Transactions, please
contact XXXXX XXXXXX by telephone at 000-000-0000. For all other inquiries
please contact DERIVATIVES DOCUMENTATION by telephone at 000-0-000-0000.
Originals will be provided for your execution upon your request.
We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.
Very truly yours,
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By:
------------------------------------------
Name:
Title:
Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.
XXXXX FARGO BANK, N.A., NOT INDIVIDUALLY BUT SOLELY AS TRUSTEE FOR PARK PLACE
SECURITIES INC., ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2005-WCW2
By:
------------------------------------------
Name:
Title:
cc: Xxx Xxxx Xxxxxxxx
xx
SCHEDULE I
FROM AND INCLUDING TO BUT EXCLUDING NOTIONAL AMOUNT (USD)
------------------ ---------------- ---------------------
Effective Date 7/25/2005 9,600,000.00
7/25/2005 8/25/2005 9,511,138.69
8/25/2005 9/25/2005 9,396,566.14
9/25/2005 10/25/2005 9,256,322.98
10/25/2005 11/25/2005 9,090,644.72
11/25/2005 12/25/2005 8,899,968.82
12/25/2005 1/25/2006 8,684,939.84
1/25/2006 2/25/2006 8,446,413.10
2/25/2006 3/25/2006 8,185,566.11
3/25/2006 4/25/2006 7,903,872.75
4/25/2006 5/25/2006 7,608,285.46
5/25/2006 6/25/2006 7,300,743.55
6/25/2006 7/25/2006 7,005,798.30
7/25/2006 8/25/2006 6,722,928.34
8/25/2006 9/25/2006 6,451,634.04
9/25/2006 10/25/2006 6,191,436.62
10/25/2006 11/25/2006 5,941,877.27
11/25/2006 12/25/2006 5,702,516.27
12/25/2006 1/25/2007 5,472,932.27
1/25/2007 2/25/2007 5,252,721.43
2/25/2007 3/25/2007 5,041,496.78
3/25/2007 4/25/2007 4,838,312.08
4/25/2007 5/25/2007 4,634,104.29
5/25/2007 6/25/2007 4,080,676.29
6/25/2007 7/25/2007 3,605,089.75
7/25/2007 8/25/2007 3,195,847.88
8/25/2007 9/25/2007 2,847,702.24
9/25/2007 10/25/2007 2,725,658.02
10/25/2007 11/25/2007 2,609,055.71
11/25/2007 12/25/2007 2,497,645.13
12/25/2007 1/25/2008 2,391,192.87
1/25/2008 2/25/2008 2,289,466.19
2/25/2008 3/25/2008 2,192,248.54
3/25/2008 4/25/2008 2,099,333.54
4/25/2008 5/25/2008 2,010,524.45
5/25/2008 6/25/2008 1,925,635.17
6/25/2008 7/25/2008 1,844,555.55
7/25/2008 8/25/2008 1,767,038.38
8/25/2008 9/25/2008 1,692,921.71
9/25/2008 10/25/2008 1,622,051.13
10/25/2008 11/25/2008 1,554,279.42
11/25/2008 12/25/2008 1,489,466.22
12/25/2008 1/25/2009 1,427,479.11
1/25/2009 2/25/2009 1,368,188.91
2/25/2009 3/25/2009 1,311,473.91
3/25/2009 4/25/2009 1,257,218.06
4/25/2009 5/25/2009 1,205,310.70
5/25/2009 6/25/2009 1,155,646.25
6/25/2009 7/25/2009 1,108,124.06
7/25/2009 8/25/2009 1,062,648.10
8/25/2009 9/25/2009 1,019,126.76
9/25/2009 Termination Date 977,472.69
EXHIBIT I
FORM OF SWAP ADMINISTRATION AGREEMENT
EXHIBIT J-1
FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
I, [identify the certifying individual], certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Park Place
Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-WCW2;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the trustee by the servicer under the pooling and
servicing, or similar, agreement, for inclusion in these reports is included in
these reports;
4. Based on my knowledge and upon the annual compliance statement
included in the report and required to be delivered to the trustee in accordance
with the terms of the pooling and servicing, or similar, agreement, and except
as disclosed in the reports, the servicer has fulfilled its obligations under
the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon the report
provided by an independent public accountant, after conducting a review in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar procedure, as set forth in the pooling and servicing, or similar,
agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: Countrywide
Home Loans Servicing LP Corporation and Xxxxx Fargo Bank, N.A..
Date: __________________
-------------------------------------
[Signature]
[Title]
EXHIBIT J-2
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE TRUSTEE
Re: Park Place Securities, Inc.,
ASSET-BACKED CERTIFICATES, SERIES 2005-WCW2
I, [identify the certifying individual], a [title] of Xxxxx Fargo
Bank, N.A., as Trustee, hereby certify to Park Place Securities, Inc. (the
"Depositor"), and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution reports filed in
respect of periods included in the year covered by that annual report, of the
Depositor relating to the above-referenced trust;
2. Based on my knowledge, the information in these distribution
reports prepared by the Trustee, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading as of the last day of the period covered by that
annual report; and
3. Based on my knowledge, the distribution information required to be
provided by the Trustee under the Pooling and Servicing Agreement is included in
these distribution reports.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Pooling and Servicing Agreement, dated June 1, 2005 (the "Pooling and
Servicing Agreement"), among the Registrant as depositor, Countrywide Home Loans
Servicing LP Corporation as master servicer, Federal National Mortgage
Association as guarantor of the Group I Certificates and Xxxxx Fargo Bank, N.A.
as trustee.
XXXXX FARGO BANK, N.A., as Trustee
By:
---------------------------------
Name:
Title:
Date:
EXHIBIT J-3
FORM CERTIFICATION TO BE PROVIDED BY THE MASTER TO THE DEPOSITOR
Re: Park Place Securities, Inc., Asset-Backed Certificates,
Series 2005-WCW2
------------------------------------------------------------
I, [identify the certifying individual], a [title] of Countrywide Home
Loans Servicing LP Corporation, as Master Servicer, hereby certify to Park Place
Securities, Inc. (the "Depositor"), and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification,
that:
l. I have reviewed the information required to be provided to the
Trustee by the Master Servicer pursuant to the Pooling and Servicing Agreement
(the "Servicing Information");
2. Based on my knowledge, the Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the Servicing Information required to be
provided to the Trustee by the Master Servicer has been provided as required
under the Pooling and Servicing Agreement;
4. I am responsible for reviewing the activities performed by the
Master Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement, and except as disclosed in the reports, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement; and
5. The reports disclose all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the Pooling and Servicing Agreement, that
is included in these reports.
Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated June 1, 2005 (the
"Pooling and Servicing Agreement"), among the Depositor, Countrywide Home Loans
Servicing LP Corporation as master servicer, Federal National Mortgage
Association as guarantor of the Group I Certificates and Xxxxx Fargo Bank, N.A.
as trustee.
Date: __________________
-------------------------------------
[Signature]
[Title]
EXHIBIT K
ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19
Park Place Securities, Inc.
Asset-Backed Pass-Through Certificates, Series 2005-WCW2
I, _____________________, hereby certify that I am a duly appointed
__________________________ of Countrywide Home Loans Servicing LP Corporation
(the "Master Servicer"), and further certify as follows:
1. This certification is being made pursuant to the terms of the
Pooling and Servicing Agreement, dated as of June 1, 2005 (the "Agreement"),
among Park Place Securities, Inc., as depositor, the Master Servicer, Federal
National Mortgage Association as guarantor of the Group I Certificates and Xxxxx
Fargo Bank, N.A., as trustee.
2. I have reviewed the activities of the Master Servicer during the
preceding year and the Master Servicer's performance under the Agreement and to
the best of my knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under the Agreement throughout the year.
Capitalized terms not otherwise defined herein have the meanings set
forth in the Agreement.
Dated: _________________
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of _____________.
By:
---------------------------------
Name:
Title:
I, _________________________, a (an) __________________ of the Master
Servicer, hereby certify that _________________ is a duly elected, qualified,
and acting _______________________ of the Master Servicer and that the signature
appearing above is his/her genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of ______________.
By:
---------------------------------
Name:
Title:
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
Filed By Paper
SCHEDULE 2
PREPAYMENT CHARGE SCHEDULE
Available Upon Request
