EXHIBIT 99.2
ADMINISTRATION AGREEMENT
among
XXXXXXX XXXXX MORTGAGE INVESTORS TRUST, SERIES 2005-2,
as Issuer
XXXXX FARGO BANK, N.A.,
as Securities Administrator
WILMINGTON TRUST COMPANY,
as Owner Trustee
and
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.,
as Depositor
Dated as of August 31, 2005
This Administration Agreement (the "Agreement") is entered into as of
August 31, 2005, among XXXXXXX XXXXX MORTGAGE INVESTORS TRUST, SERIES 2005-2, a
Delaware statutory trust (the "Issuer"), XXXXX FARGO BANK, N.A., not in its
individual capacity but solely as Securities Administrator (the "Securities
Administrator"), WILMINGTON TRUST COMPANY, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee") and XXXXXXX XXXXX MORTGAGE
INVESTORS, INC., as Depositor (the "Depositor").
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Indenture, the Trust Agreement or the Sale and
Servicing Agreement (each as defined herein).
W I T N E S S E T H:
WHEREAS, the Issuer is a statutory trust under the Delaware Statutory
Trust Act (12 Del.C. Section 3801 et seq.) created by an Amended and Restated
Trust Agreement relating to the Trust, dated as of August 31, 2005 (the "Trust
Agreement"), among the Depositor, the Owner Trustee and the Securities
Administrator;
WHEREAS, the Issuer will issue under an indenture its Xxxxxxx Xxxxx
Mortgage Investors Trust, Series 2005-2 Mortgage-Backed Notes, Series MLCC
2005-2 (the "Notes") and, under the Trust Agreement, its Trust Certificates (the
"Certificates" and collectively with the Notes, the "Securities");
WHEREAS, the Notes will be secured by certain collateral, as more
particularly set forth in the Indenture, dated as of August 31, 2005 (the
"Indenture"), among the Issuer, HSBC Bank USA, National Association, as
indenture trustee (in such capacity, the "Indenture Trustee") and Xxxxx Fargo
Bank, N.A., as securities administrator (in such capacity, the "Securities
Administrator");
WHEREAS, the Certificates will be created pursuant to the Trust Agreement
and will represent the undivided beneficial ownership interest in the Trust;
WHEREAS, the Issuer has entered into certain agreements in connection with
the issuance of the Securities, including (i) a Sale and Servicing Agreement,
dated as of August 31, 2005 (the "Sale and Servicing Agreement"), among the
Issuer, the Depositor, Xxxxxxx Xxxxx Mortgage Lending, Inc., as seller and
company (the "Seller"), Xxxxx Fargo Bank, N.A., as master servicer (in such
capacity, the "Master Servicer") and Securities Administrator, and the Indenture
Trustee, (ii) the Letter of Representations, dated August 31, 2005 (the
"Depository Agreement"), among the Issuer, the Securities Administrator and The
Depository Trust Company relating to the Class 1-A, Class 2-A and Class 3-A
Notes and (iii) the Indenture. The Sale and Servicing Agreement, the Depository
Agreement, the Indenture and the Trust Agreement are collectively referred to
herein as the "Related Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer is required to
perform certain duties in connection with (a) the Notes and the collateral
therefor pledged pursuant to the Indenture (the "Collateral") and (b) the
beneficial ownership interests in the Issuer represented by the Certificates
(the registered holder of such interests being referred to herein as the
"Certificateholder");
WHEREAS, the Issuer desires to have the Securities Administrator and the
Depositor, respectively, perform certain of the duties of the Issuer referred to
in the preceding clause, and to provide such additional services consistent with
the terms of this Agreement and the Related Agreements as the Issuer may from
time to time request; and
WHEREAS, the Securities Administrator and the Depositor have the capacity
to provide the respective services required hereby and are willing to perform
such services for the Issuer on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:
Section 1. Duties of the Securities Administrator.
(a) The Securities Administrator agrees to perform all of the
duties of the Issuer and the Owner Trustee under the Depository Agreement. In
addition to its duties performed under the Depository Agreement, the Securities
Administrator shall take all appropriate action that is the duty of the Issuer
and the Owner Trustee to take with respect to the following matters under the
Trust Agreement, Sale and Servicing Agreement and the Indenture (references are
to sections of the Indenture):
(i) The Securities Administrator shall notify the Certificate
Paying Agent if the Securities Administrator obtains actual knowledge or
written notice that any withholding tax is imposed on the Trust's
payments (or allocations of income) to a Certificateholder;
(ii) the duty to cause the Note Register to be kept if the
Issuer assumes the duties of Note Registrar, and to give the Indenture
Trustee notice of any appointment of a new Note Registrar and the
location, or change in location, of the Note Register (Section 4.02);
(iii) causing the preparation of the Notes for execution by
the Owner Trustee upon the registration of any transfer or exchange of
the Notes (Sections 4.02 and 4.03);
(iv) if requested, causing the preparation of an Issuer Order
and related documents for authentication of the Notes, executing such
Issuer Order on behalf of the Issuer and causing delivery of the same to
the Indenture Trustee (Sections 4.02 and 4.03);
(v) causing the preparation of Definitive Notes in accordance
with the instructions of any Clearing Agency (including the preparation
of any temporary notes), (Sections 4.08 and 4.14);
(vi) the maintenance of an office for registration of
transfer or exchange of Notes (Section 4.02);
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(vii) the preparation of an Issuer Order required to appoint
a Paying Agent, the preparation of written notice to the Indenture
Trustee and the duty to cause newly appointed Paying Agents, if any, to
execute and deliver to the Indenture Trustee the instrument specified in
the Indenture regarding funds held in trust (Section 3.01);
(viii) notifying the Paying Agent to pay to the Indenture
Trustee all sums held in trust by the Paying Agent (Section 4.11);
(ix) the execution of all supplements, amendments,
instruments of further assurance and other instruments prepared by the
Depositor and delivered to the Securities Administrator for execution
necessary to protect the Collateral (Sections 3.04);
(x) the notification to the Owner Trustee of the Issuer's
non-compliance with its negative covenants or restricted payment
covenants upon actual knowledge by the Securities Administrator of such
non-compliance (Sections 3.07 and Section 3.19);
(xi) the furnishing of the Indenture Trustee with the names
and addresses of Holders of Notes during any period when the Indenture
Trustee is not the Note Registrar (Section 7.01); and
(xii) if necessary, the mailing to the Noteholders of notices
with respect to their consent to any supplemental indentures (Section
9.02);
(b) The Securities Administrator agrees to notify the Depositor
not later than thirty (30) days prior to the date on which the Depositor is
required to deliver the annual Opinion of Counsel and Officer's Certificate on
behalf of the Issuer in accordance with Section 2(a)(vi) below.
(c) The Securities Administrator agrees to perform the duties and
obligations of the Securities Administrator expressly set forth in each Basic
Document to which it is a party as Securities Administrator.
(d) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Securities Administrator may enter into
transactions with or otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Securities Administrator's opinion, no less favorable to the Issuer than would
be available from unaffiliated parties.
In carrying out the foregoing duties, the Securities Administrator shall
be subject to the same standard of care and have the same rights,
indemnifications and immunities as the Indenture Trustee under the Indenture,
including, without limitation, the right to compensation, reimbursement and
indemnification.
The Securities Administrator in its capacity as the Certificate Registrar,
and upon a request received from the Owner Trustee, shall promptly notify the
Certificateholders of (i) any change in the Corporate Trust Office of the Owner
Trustee, (ii) any amendment to the Trust
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Agreement requiring notice be given to the Certificateholder and (iii) any other
notice required to be given to the Certificateholders by the Owner Trustee under
the Trust Agreement.
Section 2. Duties of the Depositor With Respect to the Indenture.
(a) The Depositor shall take all appropriate action that is the
duty of the Issuer or the Owner Trustee to take with respect to the following
matters under the Indenture (references are to sections of the Indenture):
(i) causing the preparation of the Notes (for execution by
the Owner Trustee) upon their initial issuance and causing the
preparation of an Issuer Request (for execution by the Owner Trustee) for
delivery to the Indenture Trustee regarding the authentication of the
Notes (Sections 2.02)
(ii) causing the preparation of an Issuer Request and
Officer's Certificate (and executing the same on behalf of the Issuer)
and the obtaining of an Opinion of Counsel and Independent Certificates,
if necessary, for the release of the Collateral, as defined in the
Indenture (Section 8.04)
(iii) causing the preparation of Issuer Requests (and
executing the same on behalf of the Issuer) and the obtaining of Opinions
of Counsel with respect to the execution of supplemental indentures;
(iv) causing the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents required for
the release of collateral (Sections 8.04 and 10.01);
(v) the delivery of notice to the Indenture Trustee and the
Rating Agencies of each Event of Default under the Indenture (Section
3.20 and 5.01);
(vi) the annual delivery of Opinions of Counsel, in
accordance with Section 3.05 of the Indenture, as to the Trust Estate,
and the annual delivery and execution of the Officers' Certificate
(Section 3.08);
(vii) causing the preparation and execution of an Officer's
Certificate and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto with respect to any request by
the Issuer to the Indenture Trustee or the Securities Administrator to
take any action under the Indenture (Sections 4.10 and 10.01);
(viii) obtaining and preserving the Issuer's qualification to
do business in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of the Indenture,
the Notes, the Collateral and each other instrument and agreement
included in the Trust Estate (Section 3.02).
(b) In addition to the duties of the Depositor set forth above,
the Depositor shall prepare for execution by the Issuer or the Owner Trustee or
shall cause the preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions as it shall be the duty
of the Issuer or the Owner Trustee to prepare, file or deliver
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pursuant to the Related Agreements, and at the request of the Owner Trustee
shall take all appropriate action that it is the duty of the Issuer or Owner
Trustee to take pursuant to the Related Agreements. Subject to Section 5 of this
Agreement, and in accordance with the directions of the Owner Trustee, the
Depositor shall administer, perform or supervise the performance of such other
activities in connection with the Collateral (including the Mortgage Loans) as
are not covered by any of the foregoing provisions and as are expressly
requested by the Owner Trustee and are reasonably within the capability of the
Depositor.
Section 3. Records. The Securities Administrator shall maintain
appropriate books of account, if any, and records relating to services performed
hereunder, which books of account and records shall be accessible for inspection
by the Issuer and the Depositor at any time during normal business hours.
Section 4. Compensation. The Securities Administrator will
perform the duties and provide the services called for under Section 1 above for
such compensation as shall be agreed upon between the Securities Administrator
and the Depositor.
Section 5. Additional Information to be Furnished to the Issuer.
The Depositor shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
Section 6. Independence of the Securities Administrator. For all
purposes of this Agreement, the Securities Administrator shall be an independent
contractor and shall not be subject to the supervision of the Issuer or the
Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuer, the Securities Administrator shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall not otherwise be
deemed an agent of the Issuer or the Owner Trustee.
Section 7. No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Securities Administrator or the Depositor,
respectively, and either of the Issuer or the Owner Trustee, as members of any
partnership, joint venture, association, syndicate, unincorporated business or
other separate entity, (ii) shall be construed to impose any liability as such
on any of them or (iii) shall be deemed to confer on any of them any express,
implied or apparent authority to incur any obligation or liability on behalf of
the others.
Section 8. Other Activities of Securities Administrator and the
Depositor. Nothing herein shall prevent the Securities Administrator, the
Depositor or their respective Affiliates from engaging in other businesses or,
in its sole discretion, from acting in a similar capacity as an Securities
Administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer or the Owner
Trustee.
Section 9. Term of Agreement; Resignation and Removal of
Securities Administrator.
(a) This Agreement shall continue in force until the termination
of the Trust Agreement in accordance with its terms, upon which event this
Agreement shall automatically terminate.
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(b) Subject to Section 9(e) hereof, the Securities Administrator
may resign its duties hereunder by providing the Issuer with at least 60 days'
prior written notice.
(c) Subject to Section 9(e) hereof, the Issuer may remove the
Securities Administrator without cause by providing the Securities Administrator
with at least 60 days' prior written notice.
(d) Subject to Section 9(e) hereof, the Issuer may remove the
Securities Administrator immediately upon written notice of termination from the
Issuer to the Securities Administrator if any of the following events shall
occur:
(i) the Securities Administrator shall default in the
performance of any of its duties under this Agreement and, after notice of
such default, shall not cure such default within ten days (or, if such
default cannot be cured in such time, shall not give within ten days such
assurance of cure as shall be reasonably satisfactory to the Issuer); or
(ii) a court having jurisdiction in the premises shall (x)
enter a decree or order for relief, which decree or order shall not have
been vacated within 60 days, in respect of the Securities Administrator in
any involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or (y) appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official
for the Securities Administrator or any substantial part of its property,
or (z) order the winding-up or liquidation of the Securities
Administrator's affairs; or
(iii) the Securities Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Securities Administrator or any
substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its property,
shall make any general assignment for the benefit of creditors or shall
fail generally to pay its debts as they become due.
The Securities Administrator agrees that if any of the events specified in
clauses (ii) or (iii) of this Section 9(d) shall occur, it shall give written
notice thereof to the Issuer, the Depositor and the Indenture Trustee within
seven days after the occurrence of such event.
(e) No resignation or removal of the Securities Administrator
pursuant to this Section shall be effective until (i) a successor Securities
Administrator shall have been appointed by the Issuer (or the Depositor on its
behalf) and (ii) such successor Securities Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as the
Securities Administrator is bound hereunder.
If a successor Securities Administrator does not take office within 60
days after the retiring Securities Administrator resigns or is removed, the
resigning or removed Securities Administrator or the Issuer may petition any
court of competent jurisdiction for the appointment of a successor Securities
Administrator.
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(f) The appointment of any successor Securities Administrator
shall be effective only if such successor Securities Administrator will not
cause a downgrading of any class of Notes by the Rating Agencies.
(g) Subject to Sections 9(e) and 9(f), the Securities
Administrator acknowledges that upon the appointment of a successor Master
Servicer pursuant to Section 6.02 of the Sale and Servicing Agreement, the
Securities Administrator shall immediately resign and such successor Master
Servicer shall automatically become the Securities Administrator under this
Agreement. Any such successor Master Servicer shall be required to agree to
assume the duties of the Securities Administrator under the terms and conditions
of this Agreement in its acceptance of appointment as successor Master Servicer.
Section 10. Action upon Termination, Resignation or Removal of
the Securities Administrator. Promptly upon the effective date of termination of
this Agreement pursuant to Section 9(a) hereof or the resignation or removal of
the Securities Administrator pursuant to Section 9(b) or (c) hereof,
respectively, the Securities Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Securities Administrator shall forthwith upon such
termination pursuant to Section 9(a) deliver to the successor Securities
Administrator all property and documents of or relating to the Collateral then
in the custody of the Securities Administrator, or if this Agreement has been
terminated, to the Depositor. In the event of the resignation or removal of the
Securities Administrator pursuant to Section 9(b), (c) or (d), respectively, the
Securities Administrator shall cooperate with the Issuer and take all reasonable
steps requested to assist the Issuer in making an orderly transfer of the duties
of the Securities Administrator.
Section 11. Notices. Any notice, report or other communication
given hereunder shall be in writing, delivered by mail, overnight courier or
facsimile and addressed as follows:
(a) if to the Issuer, to:
Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2005-2
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
fax: (000) 000-0000
(b) if to the Securities Administrator, to:
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager - Xxxxxxx Xxxxx Mortgage Investors
Trust, Series 2005-2
fax: (000) 000-0000
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(c) if to the Owner Trustee, to:
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
fax: (000) 000-0000
(d) if to the Depositor, to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Legal Department - Xxxxxxx Xxxxx Mortgage Investors
Trust, Series 2005-2
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, hand delivered or
faxed to the address of such party as provided above.
Section 12. Amendments.
(a) This Agreement may be amended from time to time by the
parties hereto as specified in this Section, provided that any amendment be
accompanied by the written consent of the Indenture Trustee and an Opinion of
Counsel shall be furnished to the Indenture Trustee (which Opinion of Counsel
shall not be at the expense of the Indenture Trustee) stating that such
amendment complies with the provisions of this Section.
(b) If the purpose of the amendment is to prevent the imposition
of any federal or state taxes at any time that any Notes are outstanding (i.e.
technical in nature), it shall not be necessary to obtain the consent of any
Noteholder, but the Indenture Trustee shall be furnished with an Opinion of
Counsel (which opinion shall not be at the expense of the Indenture Trustee)
that such amendment is necessary or helpful to prevent the imposition of such
taxes and is not materially adverse to any Noteholder.
(c) If the purpose of the amendment is to add or eliminate or
change any provision of this Agreement, it shall not be necessary to obtain the
consent of any Noteholder, but the Indenture Trustee shall be furnished, other
than as contemplated in clause (b) above, with either (i) a letter from each of
the Rating Agencies confirming that such amendment will not cause the Rating
Agency to qualify, downgrade or withdraw their then-current rating of the Notes
or (ii) an Opinion of Counsel, from the party requesting such amendment, stating
that such amendment will not materially and adversely affect any of the
Noteholders .
(d) Promptly after the execution of any such amendment, the
Securities Administrator shall furnish a copy of such amendment to each Holder,
the Depositor and to the Rating Agencies.
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Section 13. Successors and Assigns. This Agreement may not be
assigned by the Securities Administrator unless such assignment is previously
consented to in writing by the Owner Trustee and the Depositor. An assignment
with such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Securities Administrator is bound
hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the
Securities Administrator without the consent of the Owner Trustee or the
Depositor to a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Securities Administrator, provided
that such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Depositor an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in the
same manner as the Securities Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
Section 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND, CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS, WHICH SHALL APPLY HERETO), AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 15. Headings. The section headings hereof have been
inserted for convenience of reference only and shall not be construed to affect
the meaning, construction or effect of this Agreement.
Section 16. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute one and
the same agreement.
Section 17. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall 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 shall not invalidate or render unenforceable such provision in any
other jurisdiction.
Section 18. Not Applicable to Xxxxx Fargo Bank, N.A. in Other
Capacities. Nothing in this Agreement shall affect any obligation Xxxxx Fargo
Bank, N.A. may have in any other capacity.
Section 19. Limitation of Liability of Owner Trustee.
Notwithstanding anything contained herein to the contrary, this Agreement has
been countersigned by Wilmington Trust Company not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuer and in no event shall
Wilmington Trust Company in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be
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subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.
Section 20. Limitation of Liability of the Securities
Administrator; Indemnification. Notwithstanding anything herein to the contrary,
this Agreement has been signed by Xxxxx Fargo Bank, N.A. not in its individual
capacity but solely in its capacity as Securities Administrator and in no event
shall the Securities Administrator in its individual capacity have any liability
for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer. The Securities Administrator shall not have any duties or
obligations other than those expressly set forth in this Agreement, and no
implied duties on its part shall be read into this Agreement. In acting as
Securities Administrator, Xxxxx Fargo Bank, N.A. shall be entitled to the same
benefits, rights, immunities, protections and rights to indemnification as are
afforded to the Indenture Trustee under Article VI of the Indenture.
Section 21. Benefit of Agreement. It is expressly agreed that in
performing its duties under this Agreement, the Securities Administrator will
act for the benefit of holders of the Securities as well as for the benefit of
the Issuer, and that such obligations on the part of the Securities
Administrator shall be enforceable at the instance of the Indenture Trustee and
the Issuer.
Section 22. Bankruptcy Matters. No party to this Agreement shall
take any action to cause the Depositor or the Issuer to dissolve in whole or in
part or file a voluntary petition or otherwise initiate proceedings to have the
Depositor or the Issuer adjudicated bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against the Depositor or the
Issuer, or file a petition seeking or consenting to reorganization or relief of
the Depositor or the Issuer as debtor under any applicable federal or state law
relating to bankruptcy, insolvency, or other relief for debtors with respect to
the Depositor or the Issuer; or seek or consent to the appointment of any
trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator
(or other similar official) of the Depositor or the Issuer or of all or any
substantial part of the properties and assets of the Depositor or the Issuer, or
cause the Issuer to make any general assignment for the benefit of creditors of
the Depositor or the Issuer, or take any action in furtherance of any of the
above actions.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
XXXXXXX XXXXX MORTGAGE
INVESTORS TRUST, SERIES 2005-2,
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Financial Services Officer
XXXXX FARGO BANK, N.A.,
as Securities Administrator
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
WILMINGTON TRUST COMPANY,
as Owner Trustee
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Financial Services Officer
XXXXXXX XXXXX MORTGAGE
INVESTORS, INC., as Depositor
By: /s/ Xxx Xxxxxxx
----------------------------------------
Name: Xxx Xxxxxxx
Title: Authorized Signatory
