EXHIBIT A
FORM OF CLASS __ -A [-__]
CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
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 REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN. [ Applicable to Non-Offered Class A Certificates
Only ]
THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF IS DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
(I) IT ACQUIRED SUCH CERTIFICATE (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR
(B) AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN
RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
AND (II) IF THE RATING OF THIS CERTIFICATE IS BELOW INVESTMENT
GRADE AT THE TIME OF ITS ACQUISITION, (A) SUCH HOLDER IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR ARRANGEMENT OR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT TO EFFECT SUCH TRANSFER, (B) SUCH HOLDER IS AN
INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED
IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN
SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION
(“PTCE”) 95-60 AND THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
95-60, OR (C) THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY THE
HOLDER WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
MASTER SERVICER, THE SERVICER, THE SECURITIES ADMINISTRATOR OR THE
DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT. [ Applicable to Offered Class A Certificates
Only ]
NEITHER THIS CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT
TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT
SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A
“PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO
EFFECT THE TRANSFER, OR (B) A REPRESENTATION THAT THE CERTIFICATE
HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE
RATING OF THE CERTIFICATE IS AT LEAST INVESTMENT GRADE AT THE TIME
OF ITS ACQUISITION; PROVIDED THAT IF THE RATING OF THE CERTIFICATE
IS BELOW INVESTMENT GRADE AT THE TIME OF ITS ACQUISITION, A
REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY
PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN
“INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN
SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
(“PTCE 95-60”) AND THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF
PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT AN
OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. THE PURCHASER
OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SUBSECTIONS (A) OR (B) ABOVE. [
Applicable to Non-Offered Class A Certificates Only
]
Certificate No.:
[
]
Cut-Off Date:
October 1, 2005
First Distribution Date:
November 25, 2005
Initial Certificate Principal
Balance of this Certificate
(“Denomination”):
$[
]
Original Class Certificate
Principal Balance of this
Class:
$[
]
Percentage Interest:
[
]%
Pass-Through Rate:
Group __ Net WAC
CUSIP:
Class:
__-A[-__]
Assumed Final Distribution
Date:
[_____], 2035
Provident Funding Mortgage Loan Trust
2005-2,
Mortgage Pass-Through Certificates,
Series 2005-2
Class [__]A-[__]
evidencing the Percentage Interest in the
distributions allocable to the Certificates of the above-referenced
Class with respect to the Trust consisting primarily of adjustable
rate, first lien mortgage loans (the “Mortgage Loans”)
purchased from others by
GREENWICH CAPITAL ACCEPTANCE, INC., as
Depositor.
Principal in respect of this Certificate
is distributable monthly as set forth herein and in the Agreement.
Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate
Principal Balance set forth on the face hereof, as described
herein. This Certificate does not evidence an obligation of,
or an interest in, and is not guaranteed by the Depositor, the
Seller, the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their respective
affiliates.
This certifies that CEDE & CO. is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Denomination of this
Certificate by the Original Class Certificate Principal Balance) in
certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Greenwich Capital
Acceptance, Inc. (the “Depositor”). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of
October 1, 2005 (the “Agreement”) among the Depositor,
Provident Asset Management, L.P., as a seller (a
“Seller”), Provident Funding Associates, L.P. as a
seller (in such capacity, a “Seller and together with
Provident Asset Management, L.P., the “Sellers”) and
servicer (in such capacity, the “Servicer”), Wells
Fargo Bank, N.A., as master servicer (in such capacity, the
“Master Servicer”) and securities administrator (in
such capacity, the “Securities Administrator), and Deutsche
Bank National Trust Company, as trustee (in such capacity, the
“Trustee”) and custodian (in such capacity, the
“Custodian”). 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.
[Neither this Certificate nor any
interest herein may be transferred (A) (1) unless such transfer is
made to a Qualified Institutional Buyer in reliance upon rule 144A
of the Securities Act of 1933, as amended (the “1933
Act”) or (2) unless such transfer is made to an Accredited
Investor in reliance upon Rule 501 (c)(1), (2), (3) or (7) of the
1933 Act (in each case as evidenced by an Investment Letter
delivered to the Certificate Registrar, in substantially the form
attached to the Agreement and, if so required by the Certificate
Registrar and the Depositor, a written Opinion of Counsel (which
may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Certificate Registrar and the
Depositor, stating that such transfer may be made pursuant to an
exemption (including a description of the applicable exemption and
the basis therefor) from the 1933 Act or stating that such transfer
is being made pursuant to the 1933 Act, which Opinion of Counsel
shall not be an expense of the Trust, the Trustee, the Master
Servicer, the Securities Administrator, the Certificate Registrar
or the Depositor) or (b) unless the transferor shall have executed
a transferor certificate (in substantially the form attached to the
Pooling and Servicing Agreement) and the transferee shall have
executed an Investment Letter (in substantially the form attached
to the Pooling and Servicing Agreement) acceptable to and in form
and substance reasonably satisfactory to the Depositor and the
Certificate Registrar certifying to the Depositor and the
Certificate Registrar the facts surrounding such transfer, which
investment letter shall not be an expense of the Trust, the
Trustee, the Master Servicer, the Securities Administrator, the
Certificate Registrar or the Depositor.] [ Applicable to
Non-Offered Class A Certificates Only ]
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
This Certificate shall not be entitled to
any benefit under the Agreement or be valid for any purpose unless
manually countersigned by an authorized signatory of the Securities
Administrator, as Certificate Registrar.
IN WITNESS WHEREOF, the Securities
Administrator has caused this Certificate to be duly
executed.
Dated: November ___,
2005
WELLS FARGO BANK, N.A.,
not in its individual
capacity,
but solely as Securities
Administrator
By
_____________________________________
This is one of the
Certificates
referenced in the within-mentioned
Agreement
By
_____________________________________
Authorized Signatory of
Wells Fargo Bank, N.A.,
as Certificate Registrar
EXHIBIT B
FORM OF CLASS A-R
CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE IS A “RESIDUAL 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”).
NEITHER THIS CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS
TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR A TRANSFER AFFIDAVIT
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT
TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT
SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A
“PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO
EFFECT THE TRANSFER, OR (B) A REPRESENTATION THAT THE CERTIFICATE
HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE
PURCHASER IS AN INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH
FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL
ACCOUNT” AS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 (“PTCE 95-60”) AND THAT THE
PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS
I AND III OF PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT AN
OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
Certificate No.:
1
Cut-Off Date:
October 1, 2005
First Distribution Date:
November 25, 2005
Initial Certificate Principal
Balance of this Certificate:
$100
Original Class Certificate
Principal Balance of this
Class:
$100
Percentage Interest:
100%
Pass-Through Rate:
Group 1 Net WAC
CUSIP:
Class:
A-R
Assumed Final Distribution
Date:
[___], 2035
Provident Funding Mortgage Loan Trust
2005-2,
Mortgage Pass-Through Certificates,
Series 2005-2
Class A-R
evidencing the Percentage Interest in the
distributions allocable to the Certificates of the above-referenced
Class with respect to the Trust consisting primarily of adjustable
rate, first lien mortgage loans (the “Mortgage Loans”)
purchased from others by
GREENWICH CAPITAL ACCEPTANCE, INC., as
Depositor.
This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer, the Securities
Administrator or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality.
This certifies that
[_________________________] is the registered owner of the
Percentage Interest evidenced by this Certificate specified above
in the interest represented by all Certificates of the Class to
which this Certificate belongs in a Trust consisting primarily of
the Mortgage Loans deposited by Greenwich Capital Acceptance, Inc.
(the “Depositor”). The Trust was created pursuant
to a Pooling and Servicing Agreement dated as of October 1, 2005
(the “Agreement”) among the Depositor, Provident Asset
Management, L.P., as seller (a “Seller”) Provident
Funding Associates, L.P. as a seller (in such capacity, a
“Seller and together with Provident Asset Management, L.P.,
the “Sellers”) and servicer (in such capacity, the
“Servicer”), Wells Fargo Bank, N.A., as master servicer
(in such capacity, the “Master Servicer”) and
securities administrator (in such capacity, the “Securities
Administrator), and Deutsche Bank National Trust Company, as
trustee (in such capacity, the “Trustee”) and custodian
(in such capacity, the “Custodian”). 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.
Any distribution of the proceeds of any
remaining assets of the Trust will be made only upon presentment
and surrender of this Certificate at the Corporate Trust Office of
the Certificate Registrar or the office or agency maintained by the
Certificate Registrar.
Each Holder of this Certificate will be
deemed to have agreed to be bound by the restrictions of the
Agreement, including but not limited to the restrictions that (i)
each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Certificate may be transferred without delivery to
the Trustee and the Certificate Registrar of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate
of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring
any Ownership Interest in this Certificate must agree to require a
transfer affidavit and to deliver a transfer certificate to the
Trustee and the Certificate Registrar as required pursuant to the
Agreement, (iv) each person holding or acquiring an Ownership
Interest in this Certificate must agree not to transfer an
Ownership Interest in this Certificate if it has actual knowledge
that the proposed transferee is not a Permitted Transferee and (v)
any attempted or purported transfer of any Ownership Interest in
this Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported
transferee. The Securities Administrator will provide the
Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable
tax laws on transfers of residual interests to disqualified
organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest in this Certificate in violation of
the restrictions mentioned above.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
This Certificate shall not be entitled to
any benefit under the Agreement or be valid for any purpose unless
manually countersigned by an authorized officer of the Securities
Administrator, as Certificate Registrar.
IN WITNESS WHEREOF, the Securities
Administrator has caused this Certificate to be duly
executed.
Dated: November ___,
2005
WELLS FARGO BANK, N.A.,
not in its individual
capacity,
but solely as Securities
Administrator
By
_____________________________________
This is one of the
Certificates
referenced in the within-mentioned
Agreement
By
________________________________________
Authorized Signatory of
Wells Fargo Bank, N.A.,
as Certificate Registrar
EXHIBIT C
FORM OF SUBORDINATE
CERTIFICATE
CLASS B-[ ]
CERTIFICATE
[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.] [ Applicable to
Book-Entry Certificates only; delete for Physical
Certificates ]
THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN.
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”).
NEITHER THIS CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE TRANSFERRED (A) (1) UNLESS SUCH TRANSFER IS MADE TO A
QUALIFIED INSTITUTIONAL BUYER IN RELIANCE UPON RULE 144A OF THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR
(2) UNLESS SUCH TRANSFER IS MADE TO AN ACCREDITED INVESTOR IN
RELIANCE UPON RULE 501 (C)(1), (2), (3) OR (7) OF THE 1933 ACT (IN
EACH CASE AS EVIDENCED BY AN INVESTMENT LETTER DELIVERED TO THE
CERTIFICATE REGISTRAR, IN SUBSTANTIALLY THE FORM ATTACHED TO THE
AGREEMENT AND, IF SO REQUIRED BY THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR, A WRITTEN OPINION OF COUNSEL (WHICH MAY BE IN-HOUSE
COUNSEL) ACCEPTABLE TO AND IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR,
STATING THAT SUCH TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION
(INCLUDING A DESCRIPTION OF THE APPLICABLE EXEMPTION AND THE BASIS
THEREFOR) FROM THE 1933 ACT OR STATING THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO THE 1933 ACT, WHICH OPINION OF COUNSEL SHALL NOT
BE AN EXPENSE OF THE TRUST, THE TRUSTEE, THE MASTER SERVICER, THE
SECURITIES ADMINISTRATOR, THE CERTIFICATE REGISTRAR OR THE
DEPOSITOR) OR (B) UNLESS THE TRANSFEROR SHALL HAVE EXECUTED A
TRANSFEROR CERTIFICATE (IN SUBSTANTIALLY THE FORM ATTACHED TO THE
POOLING AND SERVICING AGREEMENT) AND THE TRANSFEREE SHALL HAVE
EXECUTED AN INVESTMENT LETTER (IN SUBSTANTIALLY THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT) ACCEPTABLE TO AND IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE DEPOSITOR AND THE
CERTIFICATE REGISTRAR CERTIFYING TO THE DEPOSITOR AND THE
CERTIFICATE REGISTRAR THE FACTS SURROUNDING SUCH TRANSFER, WHICH
INVESTMENT LETTER SHALL NOT BE AN EXPENSE OF THE TRUST, THE
TRUSTEE, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
CERTIFICATE REGISTRAR OR THE DEPOSITOR.
NEITHER THIS CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
CERTIFICATE REGISTRAR EITHER (A) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT
TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR A PLAN OR ARRANGEMENT
SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A
“PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR ARRANGEMENT NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN TO
EFFECT THE TRANSFER, OR (B) A REPRESENTATION THAT THE CERTIFICATE
HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE
RATING OF THE CERTIFICATE IS AT LEAST INVESTMENT GRADE AT THE TIME
OF ITS ACQUISITION; PROVIDED THAT IF THE RATING OF THE CERTIFICATE
IS BELOW INVESTMENT GRADE AT THE TIME OF ITS ACQUISITION, A
REPRESENTATION THAT THE PURCHASER IS AN INSURANCE COMPANY
PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN
“INSURANCE COMPANY GENERAL ACCOUNT” AS DEFINED IN
SECTION V(e) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
(“PTCE 95-60”) AND THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF
PTCE-95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT AN
OPINION OF COUNSEL SATISFACTORY TO THE CERTIFICATE REGISTRAR AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. THE PURCHASER
OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SUBSECTIONS (A) OR (B) ABOVE.
THIS CERTIFICATE IS SUBORDINATE IN RIGHT
AND PAYMENT AS DESCRIBED IN THE AGREEMENT REFERRED TO
HEREIN.
Certificate No.:
[
]
Cut-Off Date:
October 1, 2005
First Distribution Date:
November 25, 2005
Initial Certificate Principal
Balance of this Certificate
(“Denomination”):
$[
]
Original Class Certificate
Principal Balance of this
Class:
$[
]
Percentage Interest:
[
]%
Pass-Through Rate:
Subordinate Net WAC
CUSIP:
Class:
B-[ ]
Assumed Final Distribution
Date:
[____], 2035
Provident Funding Mortgage Loan Trust
2005-2,
Mortgage Pass-Through Certificates,
Series 2005-2
Class B-[
]
evidencing the Percentage Interest in the
distributions allocable to the Certificates of the above-referenced
Class with respect to the Trust consisting primarily of adjustable
rate, first lien mortgage loans (the “Mortgage Loans”)
purchased from others by
GREENWICH CAPITAL ACCEPTANCE INC., as
Depositor.
Principal in respect of this Certificate
is distributable monthly as set forth herein and in the Agreement.
Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate
Principal Balance set forth on the face hereof, as described
herein. This Certificate does not evidence an obligation of,
or an interest in, and is not guaranteed by the Depositor, the
Seller, the Master Servicer, the Securities Administrator or the
Trustee referred to below or any of their respective
affiliates.
This certifies that [CEDE & CO.] [
Applicable to Book-Entry Certificates only ]
[_________________________] [ Applicable to Physical
Certificates only ] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Denomination of this Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions
with respect to a Trust consisting primarily of the Mortgage Loans
deposited by Greenwich Capital Acceptance, Inc. (the
“Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of October 1, 2005 (the
“Agreement”) among the Depositor, Provident Management
L.P., as a seller (a “Seller”) Provident Funding
Associates, L.P. as a seller (in such capacity, a “Seller and
together with Provident Asset Management, L.P., the
“Sellers”) and servicer (in such capacity, the
“Servicer”), Wells Fargo Bank, N.A., as master servicer
(in such capacity, the “Master Servicer”) and
securities administrator (in such capacity, the “Securities
Administrator), and Deutsche Bank National Trust Company, as
trustee (in such capacity, the “Trustee”) and custodian
(in such capacity, the “Custodian”). 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.
Neither this Certificate nor any interest
herein may be transferred (A) (1) unless such transfer is made to a
Qualified Institutional Buyer in reliance upon rule 144A of the
Securities Act of 1933, as amended (the “1933 Act”) or
(2) unless such transfer is made to an Accredited Investor in
reliance upon Rule 501 (c)(1), (2), (3) or (7) of the 1933 Act (in
each case as evidenced by an Investment Letter delivered to the
Certificate Registrar, in substantially the form attached to the
Agreement and, if so required by the Certificate Registrar and the
Depositor, a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably
satisfactory to the Certificate Registrar and the Depositor,
stating that such transfer may be made pursuant to an exemption
(including a description of the applicable exemption and the basis
therefor) from the 1933 Act or stating that such transfer is being
made pursuant to the 1933 Act, which Opinion of Counsel shall not
be an expense of the Trust, the Trustee, the Master Servicer, the
Securities Administrator, the Certificate Registrar or the
Depositor) or (b) unless the transferor shall have executed a
transferor certificate (in substantially the form attached to the
Pooling and Servicing Agreement) and the transferee shall have
executed an Investment Letter (in substantially the form attached
to the Pooling and Servicing Agreement) acceptable to and in form
and substance reasonably satisfactory to the Depositor and the
Certificate Registrar certifying to the Depositor and the
Certificate Registrar the facts surrounding such transfer, which
investment letter shall not be an expense of the Trust, the
Trustee, the Master Servicer, the Securities Administrator, the
Certificate Registrar or the Depositor.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
This Certificate shall not be entitled to
any benefit under the Agreement or be valid for any purpose unless
manually countersigned by an authorized signatory of the Securities
Administrator, as Certificate Registrar.
IN WITNESS WHEREOF, the Securities
Administrator has caused this Certificate to be duly
executed.
Dated: November ___,
2005
WELLS FARGO BANK, N.A.,
not in its individual
capacity,
but solely as Securities
Administrator
By
_____________________________________
This is one of the
Certificates
referenced in the within-mentioned
Agreement
By
________________________________________
Authorized Signatory of
Wells Fargo Bank, N.A.,
as Certificate Registrar
EXHIBIT D
[RESERVED]
EXHIBIT E
FORM OF REVERSE OF THE
CERTIFICATES
PROVIDENT FUNDING MORTGAGE LOAN TRUST
2005-2,
Mortgage Pass-Through Certificates,
Series 2005-2
Reverse Certificate
This Certificate is one of a duly
authorized issue of Certificates designated as Provident Funding
Mortgage Loan Trust 2005-2, Mortgage Pass-Through Certificates,
Series 2005-2 (herein collectively called the
“Certificates”), and representing a beneficial
ownership interest in the Trust created by the
Agreement.
The Certificateholder, by its acceptance
of this Certificate, agrees that it will look solely to the funds
on deposit in the Distribution Account for payment hereunder and
that the Securities Administrator, as Paying Agent is not liable to
the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in
the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for
the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties
and immunities of the Trustee and the Securities
Administrator.
Pursuant to the terms of the Agreement,
distributions will be made on the 25 th day of each
month, or if the 25 th day is not a Business Day, then
on the next succeeding Business Day (the “Distribution
Date”), commencing on the Distribution Date in November 2005,
to the Person in whose name this Certificate is registered at the
close of business on the applicable 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 Holders of
Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall
be made, (i) in the case of a Physical Certificate, by check or
money order mailed to the address of the person entitled thereto as
it appears on the Certificate Register or, upon the request of a
Certificateholder, by wire transfer as set forth in the Agreement
and (ii) in the case of a Book-Entry Certificate, to the
Depository, which shall credit the amounts of such distributions to
the accounts of its Depository Participants in accordance with its
normal procedures. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and
surrender of such Certificate at the office or agency of the
Certificate Registrar specified in the notice to Certificateholders
of such final distribution.
The Agreement permits, with certain
exceptions therein provided, the amendment thereof and the
modification of the rights of the Certificateholders under the
Agreement at any time, by the Depositor, the Seller, the Master
Servicer, the Securities Administrator, the Trustee and Holders of
the requisite percentage of the Percentage Interests of each Class
of Certificates affected by such amendment, as specified in the
Agreement. 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 therefor 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 of the
Certificate Registrar upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the
Certificate Registrar accompanied by a written instrument of
transfer in form satisfactory to 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to
the designated transferee or transferees.
[Subject to the terms of the Agreement,
each Class of Book-Entry Certificates will be registered as being
held by the Depository or its nominee and beneficial interests will
be held by Certificate Owners through the book-entry facilities of
the Depository or its nominee in minimum denominations of $25,000
and integral dollar multiples of $1 in excess thereof, in the case
of the Class 1-A, Class 2-A, Class 2A-2, Class 3-A, Class 4-A,
Class B-1, Class B-2 and Class B-3 Certificates and $100,000 and
integral dollar multiples of $1 in excess thereof, in the case of
the Class B-4, Class B-5 and Class B-6 Certificates, except that
one Certificate of each such Class of Certificates may be in a
different denomination.] [ Applicable to Book-Entry
Certificates only; delete for Physical Certificates.
]
[The Class A-R Certificate is issuable as
a single certificate in physical form only in a Percentage Interest
of 100%.] [ Applicable to Class A-R Certificate
only. ]
[The Certificates are issuable only as
registered Certificates without coupons in denominations 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 and evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.]
[ Applicable to Physical Certificates only; delete for
Book-Entry Certificates. ]
No service charge will be made for any
such registration of transfer or exchange, but the Certificate
Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection
therewith.
The Depositor, each Seller, the Trustee,
the Master Servicer, the Securities Administrator, the Certificate
Registrar and the Paying Agent and any agent of the Depositor, each
Seller, the Trustee, the Master Servicer, the Securities
Administrator, the Certificate Registrar and the Paying Agent may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the
Seller, the Trustee, the Master Servicer, the Securities
Administrator, the Certificate Registrar or the Paying Agent or any
agent of any of them shall be affected by any notice to the
contrary.
On any Distribution Date on which the
aggregate of the Stated Principal Balances of the Mortgage Loans
immediately after such date is equal to or less than 10% of the
Cut-Off Date Aggregate Principal Balance, the Call Option Holder
may, at its option, terminate the Agreement by purchasing, on such
Distribution Date, all of the outstanding Mortgage Loans and REO
Properties at the Termination Price as provided in the Pooling and
Servicing Agreement. In the event that the Call Option Holder
does not exercise its right of optional termination, the
obligations and responsibilities created by the Agreement will
terminate upon the earliest of (i) the Distribution Date on which
the Class Certificate Principal Balance of each Class of
Certificates has been reduced to zero, (ii) the final payment or
other liquidation of the last Mortgage Loan and (iii) the Latest
Possible Maturity Date.
Capitalized terms used herein that are
defined in the Agreement shall have the meanings ascribed to them
in the Agreement, and nothing herein shall be deemed inconsistent
with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
____________________________________________________________________________________________________________________________________________________________
(Please print or typewrite name and
address including postal zip code of assignee)
the Percentage Interest evidenced by the
within Certificate and hereby authorizes the transfer of
registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I (We) further direct the Trustee to
issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following
address:
_____________________________________________________________________________.
Dated: _____________
Signature by or on behalf of
assignor
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 F
REQUEST FOR RELEASE OF
DOCUMENTS
[Addressed to Custodian]
Re:
Custodial Agreement dated as of ________,
among _____________________.
and Deutsche Bank National Trust Company,
as Custodian
In connection with the administration of
the Mortgage Loans held by you as Custodian for the Owner pursuant
to the above-captioned Custodial Agreement, we request the release,
and hereby acknowledge receipt, of the Custodian’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 Custodian
should
Deliver the Custodian’s Mortgage
File:
__________________________________________
__________________________________________
__________________________________________
By:_________________________________
(authorized signer)
Issuer:______________________________
Address:___________________________
___________________________________
Date:_______________________________
Custodian
Deutsche Bank National Trust
Company
Please acknowledge the execution of the
above request by your signature and date below:
____________________________________
_________________
Signature
Date
Documents returned to
Custodian:
____________________________________
_________________
Custodian
Date
EXHIBIT G-1
FORM OF RECEIPT OF MORTGAGE
NOTE
RECEIPT OF MORTGAGE NOTE
Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Re:
Provident Funding Mortgage Loan Trust
2005-2
Mortgage Pass-Through Certificates,
Series 2005-2
Ladies and Gentlemen:
Pursuant to Section 2.01 of the Pooling
and Servicing Agreement, dated as of October 1, 2005, among
Greenwich Capital Acceptance, Inc., as Depositor, Provident Asset
Management, L.P., as a seller (a “Seller”), Provident
Funding Associates, L.P. as a seller (in such capacity, a
“Seller and together with Provident Asset Management, L.P.,
the “Sellers”) and servicer (in such capacity, the
“Servicer”), Wells Fargo Bank, N.A., as master servicer
(in such capacity, the “Master Servicer”) and
securities administrator (in such capacity, the “Securities
Administrator), and Deutsche Bank National Trust Company, as
trustee (in such capacity, the “Trustee”) and custodian
(in such capacity, the “Custodian”), we hereby
acknowledge receipt of an original Mortgage Note with respect to
each Mortgage Loan listed on either Exhibit 1-A or Exhibit 1-B,
with any exceptions thereto listed on Exhibit 2.
DEUTSCHE BANK NATIONAL TRUST COMPANY, as
Custodian
By:
Name:
Title:
Dated:
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
EXHIBIT 2
EXCEPTIONS REPORT
EXHIBIT G-2
FORM OF INTERIM CERTIFICATION OF
TRUSTEE
INTERIM CERTIFICATION OF
TRUSTEE
[Date]
|
Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
|
|
|
Provident Funding Associates, L.P.
1633
Bayshore Highway, Suite 155
Burlingame, California 94010
|
|
|
Provident Asset Management, L.P.
1633
Bayshore Highway, Suite 155
Burlingame, California 94010
|
|
Re:
Provident Funding Mortgage Loan Trust
2005-2
Mortgage Pass-Through Certificates,
Series 2005-2
Ladies and Gentlemen:
In accordance with Section 2.02 of the
Pooling and Servicing Agreement dated as of October 1, 2005 (the
“Pooling and Servicing Agreement”), among Greenwich
Capital Acceptance, Inc., as Depositor, Provident Asset Management
L.P., as a seller (a “Seller”), Provident Funding
Associates, L.P. as a seller (in such capacity, a “Seller and
together with Provident Asset Management , L.P., the
“Sellers”) and servicer (in such capacity, the
“Servicer”), Wells Fargo Bank, N.A., as master servicer
(in such capacity, the “Master Servicer”) and
securities administrator (in such capacity, the “Securities
Administrator), and Deutsche Bank National Trust Company, as
trustee (in such capacity, the “Trustee”) and custodian
(in such capacity, the “Custodian”), the undersigned,
as 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 attached schedule):
(i)
all documents required to be delivered to
the Trustee (or to the Custodian, on behalf of the Trustee)
pursuant to Section 2.01 of the Pooling and Servicing
Agreement are in its possession;
(ii)
such documents have been reviewed by the
Trustee and have not been mutilated, damaged or torn and relate to
such Mortgage Loan; and
(iii)
based on the Trustee’s examination
and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (i) and (ii), of
the Mortgage Loan Schedule accurately reflects information set
forth in the Mortgage File.
Based on its review and examination and
only as to the foregoing documents, such documents appear regular
on their face and relate to such Mortgage Loan.
The Trustee has made no independent
examination of any documents contained in each Mortgage File beyond
the review specifically required in the Pooling and Servicing
Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of
any of the documents contained in each Mortgage File of any of the
Mortgage Loans identified on the Mortgage Loan Schedule, or (ii)
the collectibility, insurability, effectiveness or suitability of
any such Mortgage Loan.
Capitalized words and phrases used herein
shall have the respective meanings assigned to them in the
Po
