EXHIBIT 99.1
SUBSEQUENT TRANSFER INSTRUMENT
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated December 21, 2004
(the "Instrument"), between Park Place Securities Inc. as seller (the
"Depositor") and Xxxxx Fargo Bank, N.A. as trustee (the "Trustee") of the Park
Place Securities Inc., Asset-Backed Pass-Through Certificates, Series 2004-WHQ2,
and pursuant to the Pooling and Servicing Agreement, dated as of November 1,
2004 (the "Pooling and Servicing Agreement"), among the Depositor as depositor,
HomEq Servicing Corporation as master servicer and the Trustee, the Depositor
and the Trustee agree to the sale by the Depositor and the purchase by the
Trustee, on behalf of the Trust Fund, of the Mortgage Loans listed on the
attached Schedule of Mortgage Loans (the "Subsequent Mortgage Loans").
Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Depositor does hereby sell, transfer, assign, set over
and convey to the Trustee on behalf of the Trust Fund, without recourse, all of
its right, title and interest in and to the Subsequent Mortgage Loans, and
including all amounts due on the Subsequent Mortgage Loans after the related
Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage
Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing
Agreement; provided, however that the Depositor reserves and retains all right,
title and interest in and to amounts due on the Subsequent Mortgage Loans on or
prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously
with the delivery of this Agreement, has delivered or caused to be delivered to
the Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Master Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale by the Depositor to
the Trust Fund.
(b) 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, in, to and under the Subsequent
Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor
as purchaser and the Master Servicer as originator and as seller, to the extent
of the Subsequent Mortgage Loans.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
Section 2. Representations and Warranties; Conditions
Precedent.
(a) The Depositor hereby confirms that each of the conditions
precedent and the representations and warranties set forth in Section 2.09 of
the Pooling and Servicing Agreement are satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict, the
provisions of this Instrument shall control over the conflicting provisions of
the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or
a memorandum thereof if permitted under applicable law, is subject to
recordation in all appropriate public offices for real property records in all
of 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 Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. Governing Law.
This Instrument 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, without giving
effect to principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same instrument.
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding
upon the Depositor, the Trustee and their respective successors and assigns.
PARK PLACE SECURITIES INC.
By:________________________________________
Name:
Title:
XXXXX FARGO BANK, N.A., as Trustee
By:________________________________________
Name:
Title:
ATTACHMENTS
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
ATTACHMENT A
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ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: December 1, 2004
2. Subsequent Transfer Date: December 21, 2004
3. Aggregate Principal Balance of the Subsequent Mortgage Loans
as of the Subsequent Cut-off Date: $800,000,416,35
4. Purchase Price: 100.00%
B. The following representations and warranties with respect
to such Subsequent Mortgage Loan determined as of the related Subsequent Cut-off
Date are true and correct: (i) the Subsequent Mortgage Loan may not be 30 or
more days delinquent as of the related Subsequent Cut-off Date; (ii) the
remaining term to stated maturity of the Subsequent Mortgage Loan shall not be
less than 171 months and shall not exceed 360 months from its first payment
date; (iii) the Subsequent Mortgage Loan may not provide for negative
amortization; (iv) the Subsequent Mortgage Loan shall not have a Loan-to-Value
Ratio or Combined Loan-to-Value Ratio greater than 100.00%; (v) the Subsequent
Mortgage Loans shall have, as of the Subsequent Cut-off Date, a weighted average
term since origination not in excess of 5 months; (vi) no Subsequent Mortgage
Loan shall have a Mortgage Rate less than 5.200% or greater than 12.900%; (vii)
the Subsequent Mortgage Loan must have a first payment date occurring on or
before April 1, 2005; (viii) the Subsequent Mortgage Loan shall have a Stated
Principal Balance no greater than $750,000 and (ix) the Subsequent Mortgage Loan
shall have been underwritten in accordance with the criteria set forth under the
section "The Mortgage Pool--Underwriting Standards; Representations" in the
Prospectus Supplement.
C. Following the purchase of the Subsequent Group I Mortgage
Loans, the Group I Mortgage Loans (including the related Subsequent Group I
Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a
weighted average original term to stated maturity of not more than 358 months
from the first payment date thereon; (ii) have a weighted average Mortgage Rate
of not less than 7.293% and not more than 7.393%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 82.95%, (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of Xxxxxx Xxx and Freddie Mac loan limits,
(v) consist of Mortgage Loans with Prepayment Charges representing no less than
approximately 69.57% of the Group I Mortgage Loans, (vi) with respect to the
Adjustable-Rate Mortgage Loans in Loan Group I, have a weighted average Gross
Margin of not less than 5.870%, (vii) have a weighted average FICO score of not
less than 611 and (viii) will have no more than 12.12% of the Group I Mortgage
Loans with a FICO score of less than 540, in each case, measured by aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date or
Subsequent Cut-off Date, as applicable.
D. Following the purchase of the Subsequent Group II Mortgage
Loans, the Group II Mortgage Loans (including the related Subsequent Group II
Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a
weighted average original term to stated maturity of not more than 357 months
from the first payment date thereon; (ii) have a weighted
average Mortgage Rate of not less than 7.299% and not more than 7.399%; (iii)
have a weighted average Loan-to-Value Ratio of not more than 82.31%, (iv) have
no Mortgage Loan with a Stated Principal Balance in excess of Xxxxxx Xxx and
Freddie Mac loan limits, (v) consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 75.32% of the Group II Mortgage Loans,
(vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II, have a
weighted average Gross Margin of not less than 5.902%, (vii) have a weighted
average FICO score of not less than 605 and (viii) will have no more than 16.00%
of the Group II Mortgage Loans with a FICO score of less than 540, in each case,
measured by aggregate Stated Principal Balance of the Group II Mortgage Loans as
of the Cut-off Date or Subsequent Cut-off Date, as applicable.
E. Following the purchase of the Subsequent Group III Mortgage
Loans, the Group III Mortgage Loans (including the related Subsequent Group III
Mortgage Loans) shall, as of the related Subsequent Cut-off Date: (i) have a
weighted average original term to stated maturity of not more than 359 months
from the first payment date thereon; (ii) have a weighted average Mortgage Rate
of not less than 7.225% and not more than 7.328%; (iii) have a weighted average
Loan-to-Value Ratio of not more than 83.39%, (iv) have no Mortgage Loan with a
Stated Principal Balance in excess of $750,000, (v) consist of Mortgage Loans
with Prepayment Charges representing no less than approximately 71.13% of the
Group III Mortgage Loans, (vi) with respect to the Adjustable-Rate Mortgage
Loans in Loan Group III, have a weighted average Gross Margin of not less than
5.908%, (vii) have a weighted average FICO score of not less than 610 and (viii)
will have no more than 13.69% of the Group III Mortgage Loans with a FICO score
of less than 540, in each case, measured by aggregate Stated Principal Balance
of the Group III Mortgage Loans as of the Cut-off Date or Subsequent Cut-off
Date, as applicable.
ATTACHMENT B
SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
Available Upon Request
