<PAGE>
EXHIBIT 4.1
PARK PLACE SECURITIES, INC.
Depositor
HOMEQ SERVICING CORPORATION
Master Servicer
and
WELLS FARGO BANK, N.A.
Trustee
----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2005
----------------------------------------
Asset-Backed Pass-Through Certificates
Series 2005-WHQ2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION
PAGE
-------
----
<S>
<C>
ARTICLE I
DEFINITIONS........................................................................................................
SECTION 1.01.
Defined
Terms.....................................................................10
SECTION 1.02.
Allocation of Certain Interest
Shortfalls.........................................79
SECTION 1.03.
Rights of the NIMS
Insurer........................................................80
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF
CERTIFICATES....................................................
SECTION 2.01.
Conveyance of Mortgage
Loans......................................................81
SECTION 2.02.
Acceptance of REMIC I by the
Trustee..............................................83
SECTION 2.03.
Repurchase or
Substitution
of Mortgage Loans by the Seller or the
Depositor; Payment of Prepayment Charge Payment
Amounts...........................85
SECTION 2.04.
[Reserved]........................................................................87
SECTION 2.05.
Representations, Warranties and Covenants of the Master
Servicer..................87
SECTION 2.06.
Issuance of the REMIC I Regular Interests and the Class R-I
Interest..............90
SECTION 2.07.
Conveyance of the
REMIC I Regular Interests; Acceptance of REMIC II,
REMIC III and REMIC IV by the
Trustee.............................................90
SECTION 2.08.
Issuance of Class R Certificates and Class R-X
Certificates.......................92
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE
LOANS.................................................................
SECTION 3.01.
Master Servicer to Act as Master
Servicer.........................................93
SECTION 3.02.
Collection of Certain Mortgage Loan
Payments......................................95
SECTION 3.03.
[Reserved]........................................................................96
SECTION 3.04.
Collection Account, Escrow Account and Distribution
Account.......................96
SECTION 3.05.
Permitted Withdrawals
From the Collection Account, Escrow Account and
Distribution
Account.............................................................100
SECTION 3.06.
Investment of Funds in the Collection Account, the Escrow Account, the
REO Account and the Distribution
Account.........................................103
SECTION 3.07.
Payment of Taxes, Insurance and Other
Charges....................................104
SECTION 3.08.
Maintenance of Hazard
Insurance..................................................105
SECTION 3.09.
Maintenance of Mortgage Blanket
Insurance........................................106
SECTION 3.10.
Fidelity Bond; Errors and Omissions
Insurance....................................106
SECTION 3.11.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements........................107
SECTION 3.12.
Realization Upon Defaulted Mortgage
Loans........................................108
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
SECTION 3.13.
Title, Management and Disposition of REO
Property................................110
SECTION 3.14.
[Reserved].......................................................................113
SECTION 3.15.
Reports of Foreclosure and Abandonment of Mortgaged
Properties...................113
SECTION 3.16.
Optional Purchase of Defaulted Mortgage
Loans....................................113
SECTION 3.17.
Trustee to Cooperate; Release of Mortgage
Files..................................114
SECTION 3.18.
Servicing
Compensation...........................................................115
SECTION 3.19.
Statement as to
Compliance.......................................................115
SECTION 3.20.
Independent Public Accountants' Servicing
Report.................................116
SECTION 3.21.
Access to Certain
Documentation..................................................116
SECTION 3.22.
[Reserved].......................................................................117
SECTION 3.23.
Advance
Facility.................................................................117
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS.....................................................................................
SECTION 4.01.
Distributions....................................................................120
SECTION 4.02.
Statements to
Certificateholders.................................................131
SECTION 4.03.
Remittance Reports and
Other Reports to the
Trustee; Advances;
Payments
in Respect of Prepayment Interest
Shortfalls.....................................136
SECTION 4.04.
Allocation of Realized
Losses....................................................138
SECTION 4.05.
Compliance with Withholding
Requirements.........................................141
SECTION 4.06.
Commission
Reporting.............................................................141
SECTION 4.07.
Reserved.........................................................................143
SECTION 4.08.
Reserved.........................................................................143
SECTION 4.09.
Swap
Account.....................................................................143
SECTION 4.10.
Net WAC Rate
Carryover Reserve
Account...........................................143
ARTICLE V
THE
CERTIFICATES...................................................................................................
SECTION 5.01.
The
Certificates.................................................................145
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates............................147
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates................................152
SECTION 5.04.
Persons Deemed
Owners............................................................152
SECTION 5.05.
Certain Available
Information....................................................152
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER..............................................................................
SECTION 6.01.
Liability of the Depositor and the Master
Servicer...............................154
SECTION 6.02.
Merger or Consolidation of the Depositor or the Master
Servicer..................154
SECTION 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others.........154
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
SECTION 6.04.
Limitation on Resignation of the Master
Servicer.................................155
SECTION 6.05.
Rights of the Depositor in Respect of the Master
Servicer........................156
SECTION 6.06.
Sub-Servicing Agreements Between the Master Servicer and
Sub-Servicers...........156
SECTION 6.07.
Successor
Sub-Servicers..........................................................158
SECTION 6.08.
Liability of the Master
Servicer.................................................158
SECTION 6.09.
No Contractual
Relationship Between
Sub-Servicers
and the NIMS
Insurer,
the Trustee or
Certificateholders................................................158
SECTION 6.10.
Assumption or Termination of Sub-Servicing Agreements by
Trustee.................159
SECTION 6.11.
Sub-Servicing
Accounts...........................................................159
ARTICLE VII
DEFAULT............................................................................................................
SECTION 7.01.
Master
Servicer Events of
Default................................................160
SECTION 7.02.
Trustee to Act; Appointment of
Successor.........................................162
SECTION 7.03.
Notification to
Certificateholders...............................................164
SECTION 7.04.
Waiver of Master Servicer Events of
Default......................................164
ARTICLE VIII
CONCERNING THE
TRUSTEE.............................................................................................
SECTION 8.01.
Duties of
Trustee................................................................165
SECTION 8.02.
Certain Matters Affecting the
Trustee............................................166
SECTION 8.03.
The Trustee Not Liable for Certificates or Mortgage
Loans........................168
SECTION 8.04.
Trustee May Own
Certificates....................................................168
SECTION 8.05.
Trustee's Fees and
Expenses......................................................168
SECTION 8.06.
Eligibility Requirements for
Trustee.............................................169
SECTION 8.07.
Resignation and Removal of the
Trustee...........................................169
SECTION 8.08.
Successor
Trustee................................................................170
SECTION 8.09.
Merger or Consolidation of
Trustee...............................................171
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee....................................171
SECTION 8.11.
Appointment of
Custodians........................................................172
SECTION 8.12.
Appointment of Office or
Agency..................................................172
SECTION 8.13.
Representations and Warranties of the
Trustee....................................172
ARTICLE IX
TERMINATION........................................................................................................
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Mortgage
Loans.................174
SECTION 9.02.
Additional Termination
Requirements..............................................176
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
ARTICLE X
REMIC
PROVISIONS...................................................................................................
SECTION 10.01.
REMIC
Administration.............................................................177
SECTION 10.02.
Prohibited Transactions and
Activities...........................................180
SECTION 10.03.
Master Servicer and Trustee
Indemnification......................................180
ARTICLE XI
MISCELLANEOUS
PROVISIONS...........................................................................................
SECTION 11.01.
Amendment........................................................................181
SECTION 11.02.
Recordation of Agreement;
Counterparts...........................................182
SECTION 11.03.
Limitation on Rights of
Certificateholders.......................................183
SECTION 11.04.
Governing
Law....................................................................183
SECTION 11.05.
Notices..........................................................................183
SECTION 11.06.
Severability of
Provisions.......................................................184
SECTION 11.07.
Notice to Rating Agencies and the NIMS
Insurer...................................184
SECTION 11.08.
Article and Section
References...................................................185
SECTION 11.09.
Grant of Security
Interest.......................................................185
SECTION 11.10.
Third Party
Rights...............................................................186
</TABLE>
iv
<PAGE>
Exhibits
--------
Exhibit A-1A
Form of Class A-1A Certificate
Exhibit A-1B
Form of Class A-1B 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-M-12
Form of
Class M-12 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
v
<PAGE>
This Pooling and Servicing Agreement, is dated and effective
as of April 1, 2005, among PARK PLACE
SECURITIES, INC., as Depositor, HOMEQ
SERVICING CORPORATION, as Master Servicer
and WELLS 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.
<TABLE>
<CAPTION>
REMIC I
Initial
Latest Possible
Designation
Remittance Rate
Uncertificated Balance
Maturity Date(1)
-----------
---------------
----------------------
----------------
<S>
<C>
<C>
<C>
I
Variable(2)
$
1,974.30
May 25, 2035
I-1-A
Variable(2)
$
9,441,636.65
May 25, 2035
I-1-B
Variable(2)
$
9,441,636.65
May 25, 2035
I-2-A
Variable(2)
$
12,371,600.84
May 25, 2035
I-2-B
Variable(2)
$
12,371,600.84
May 25, 2035
I-3-A
Variable(2)
$
15,301,268.83
May 25, 2035
I-3-B
Variable(2)
$
15,301,268.83
May 25, 2035
I-4-A
Variable(2)
$
18,209,324.23
May 25, 2035
I-4-B
Variable(2)
$
18,209,324.23
May 25, 2035
I-5-A
Variable(2)
$
21,072,930.90
May 25, 2035
I-5-B
Variable(2)
$
21,072,930.90
May 25, 2035
I-6-A
Variable(2)
$
23,868,617.56
May 25, 2035
I-6-B
Variable(2)
$
23,868,617.56
May 25, 2035
I-7-A
Variable(2)
$
26,572,525.80
May 25, 2035
I-7-B
Variable(2)
$
26,572,525.80
May 25, 2035
I-8-A
Variable(2)
$
29,160,681.84
May 25, 2035
I-8-B
Variable(2)
$
29,160,681.84
May 25, 2035
I-9-A
Variable(2)
$
31,609,289.92
May 25, 2035
I-9-B
Variable(2)
$
31,609,289.92
May 25, 2035
I-10-A
Variable(2)
$
33,751,201.78
May 25, 2035
I-10-B
Variable(2)
$
33,751,201.78
May 25, 2035
I-11-A
Variable(2)
$
35,200,948.17
May 25, 2035
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
<C>
<C>
I-11-B
Variable(2)
$
35,200,948.17
May 25, 2035
I-12-A
Variable(2)
$
33,954,855.34
May 25, 2035
I-12-B
Variable(2)
$
33,954,855.34 May
25, 2035
I-13-A
Variable(2)
$
32,565,874.67
May 25, 2035
I-13-B
Variable(2)
$
32,565,874.67
May 25, 2035
I-14-A
Variable(2)
$
31,234,322.17
May 25, 2035
I-14-B
Variable(2)
$
31,234,322.17
May 25, 2035
I-15-A
Variable(2)
$
29,957,804.15
May 25, 2035
I-15-B
Variable(2)
$
29,957,804.15
May 25, 2035
I-16-A
Variable(2)
$
28,734,027.26
May 25, 2035
I-16-B
Variable(2)
$
28,734,027.26
May 25, 2035
I-17-A
Variable(2)
$
27,560,794.30
May 25, 2035
I-17-B
Variable(2)
$
27,560,794.30
May 25, 2035
I-18-A
Variable(2)
$
26,436,000.18
May 25, 2035
I-18-B
Variable(2)
$
26,436,000.18
May 25, 2035
I-19-A
Variable(2)
$
25,357,628.00
May 25, 2035
I-19-B
Variable(2)
$
25,357,628.00
May 25, 2035
I-20-A
Variable(2)
$
24,323,745.36
May 25, 2035
I-20-B
Variable(2)
$
24,323,745.36
May 25, 2035
I-21-A
Variable(2)
$
23,334,962.88
May 25, 2035
I-21-B
Variable(2)
$
23,334,962.88
May 25, 2035
I-22-A
Variable(2)
$
22,412,691.22
May 25, 2035
I-22-B
Variable(2)
$
22,412,691.22
May 25, 2035
I-23-A
Variable(2)
$
60,772,216.37
May 25, 2035
I-23-B
Variable(2)
$
60,772,216.37
May 25, 2035
I-24-A
Variable(2)
$
259,866,984.22
May 25, 2035
I-24-B
Variable(2)
$
259,866,984.22
May 25, 2035
I-25-A
Variable(2)
$
33,505,144.23
May 25, 2035
I-25-B
Variable(2)
$
33,505,144.23
May 25, 2035
I-26-A
Variable(2)
$
13,059,624.35
May 25, 2035
I-26-B
Variable(2)
$
13,059,624.35
May 25, 2035
I-27-A
Variable(2)
$
6,551,564.80
May 25, 2035
I-27-B
Variable(2)
$
6,551,564.80
May 25, 2035
I-28-A
Variable(2)
$
5,911,363.48
May 25, 2035
I-28-B
Variable(2)
$
5,911,363.48
May 25, 2035
I-29-A
Variable(2)
$
5,683,533.50
May 25, 2035
I-29-B
Variable(2)
$
5,683,533.50
May 25, 2035
I-30-A
Variable(2)
$
5,464,983.38
May 25, 2035
I-30-B
Variable(2)
$
5,464,983.38
May 25, 2035
I-31-A
Variable(2)
$
5,255,315.40
May 25, 2035
I-31-B
Variable(2)
$
5,255,315.40
May 25, 2035
I-32-A
Variable(2)
$
5,054,149.59
May 25, 2035
I-32-B
Variable(2)
$
5,054,149.59
May 25, 2035
I-33-A
Variable(2)
$
4,861,122.96
May 25, 2035
I-33-B
Variable(2)
$
4,861,122.96
May 25, 2035
I-34-A
Variable(2)
$
4,675,888.67
May 25, 2035
I-34-B
Variable(2)
$
4,675,888.67
May 25, 2035
I-35-A
Variable(2)
$
4,508,282.64
May 25, 2035
I-35-B
Variable(2)
$
4,508,282.64
May 25, 2035
I-36-A
Variable(2)
$
35,200,932.25
May 25, 2035
I-36-B
Variable(2)
$
35,200,932.25
May 25, 2035
I-37-A
Variable(2)
$
4,665,884.20
May 25, 2035
I-37-B
Variable(2)
$
4,665,884.20
May 25, 2035
I-38-A
Variable(2)
$
2,453,199.69
May 25, 2035
I-38-B
Variable(2)
$
2,453,199.69
May 25, 2035
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
<C>
<C>
I-39-A
Variable(2)
$
2,378,921.73
May 25, 2035
I-39-B
Variable(2)
$
2,378,921.73
May 25, 2035
I-40-A
Variable(2)
$
2,306,877.75
May 25, 2035
I-40-B
Variable(2)
$
2,306,877.75
May 25, 2035
I-41-A
Variable(2)
$
2,237,000.90
May 25, 2035
I-41-B
Variable(2)
$
2,237,000.90
May 25, 2035
I-42-A
Variable(2)
$
2,169,226.35
May 25, 2035
I-42-B
Variable(2)
$
2,169,226.35
May 25, 2035
I-43-A
Variable(2)
$
2,103,491.17
May 25, 2035
I-43-B
Variable(2)
$
2,103,491.17
May 25, 2035
I-44-A
Variable(2)
$
2,039,734.33
May 25, 2035
I-44-B
Variable(2)
$
2,039,734.33
May 25, 2035
I-45-A
Variable(2)
$
1,977,896.60
May 25, 2035
I-45-B
Variable(2)
$
1,977,896.60 May 25,
2035
I-46-A
Variable(2)
$
1,917,920.53
May 25, 2035
I-46-B
Variable(2)
$
1,917,920.53
May 25, 2035
I-47-A
Variable(2)
$
1,859,750.38
May 25, 2035
I-47-B
Variable(2)
$
1,859,750.38
May 25, 2035
I-48-A
Variable(2)
$
1,803,332.06
May 25, 2035
I-48-B
Variable(2)
$
1,803,332.06
May 25, 2035
I-49-A
Variable(2)
$
1,748,613.12
May 25, 2035
I-49-B
Variable(2)
$
1,748,613.12
May 25, 2035
I-50-A
Variable(2)
$
1,695,542.63
May 25, 2035
I-50-B
Variable(2)
$
1,695,542.63
May 25, 2035
I-51-A
Variable(2)
$
1,644,071.23
May 25, 2035
I-51-B
Variable(2)
$
1,644,071.23
May 25, 2035
I-52-A
Variable(2)
$
51,984,395.58
May 25, 2035
I-52-B
Variable(2)
$
51,984,395.58
May 25, 2035
II
Variable(2)
$
1,232.36
May 25, 2035
II-1-A
Variable(2)
$
5,609,391.97
May 25, 2035
II-1-B
Variable(2)
$
5,609,391.97
May 25, 2035
II-2-A
Variable(2)
$
7,350,119.59
May 25, 2035
II-2-B
Variable(2)
$
7,350,119.59
May 25, 2035
II-3-A
Variable(2)
$
9,090,671.21
May 25, 2035
II-3-B
Variable(2)
$
9,090,671.21
May 25, 2035
II-4-A
Variable(2)
$
10,818,382.55
May 25, 2035
II-4-B
Variable(2)
$
10,818,382.55
May 25, 2035
II-5-A
Variable(2)
$
12,519,686.34
May 25, 2035
II-5-B
Variable(2)
$
12,519,686.34
May 25, 2035
II-6-A
Variable(2)
$
14,180,638.03
May 25, 2035
II-6-B
Variable(2)
$
14,180,638.03
May 25, 2035
II-7-A
Variable(2)
$
15,787,063.03
May 25, 2035
II-7-B
Variable(2)
$
15,787,063.03
May 25, 2035
II-8-A
Variable(2)
$
17,324,718.24
May 25, 2035
II-8-B
Variable(2)
$
17,324,718.24
May 25, 2035
II-9-A
Variable(2)
$
18,779,466.28
May 25, 2035
II-9-B
Variable(2)
$
18,779,466.28
May 25, 2035
II-10-A
Variable(2)
$
20,052,002.35
May 25, 2035
II-10-B
Variable(2)
$
20,052,002.35
May 25, 2035
II-11-A
Variable(2)
$
20,913,314.44
May 25, 2035
II-11-B
Variable(2)
$
20,913,314.44
May 25, 2035
II-12-A
Variable(2)
$
20,172,995.43
May 25, 2035
II-12-B
Variable(2)
$
20,172,995.43
May 25, 2035
II-13-A
Variable(2)
$
19,347,785.00
May 25, 2035
II-13-B
Variable(2)
$
19,347,785.00
May 25, 2035
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
<C>
<C>
II-14-A
Variable(2)
$
18,556,693.35
May 25, 2035
II-14-B
Variable(2)
$
18,556,693.35 May 25, 2035
II-15-A
Variable(2)
$
17,798,298.36
May 25, 2035
II-15-B
Variable(2)
$
17,798,298.36
May 25, 2035
II-16-A
Variable(2)
$
17,071,237.52
May 25, 2035
II-16-B
Variable(2)
$
17,071,237.52
May 25, 2035
II-17-A
Variable(2)
$
16,374,205.45
May 25, 2035
II-17-B
Variable(2)
$
16,374,205.45
May 25, 2035
II-18-A
Variable(2)
$
15,705,951.49
May 25, 2035
II-18-B
Variable(2)
$
15,705,951.49
May 25, 2035
II-19-A
Variable(2)
$
15,065,277.36
May 25, 2035
II-19-B
Variable(2)
$
15,065,277.36
May 25, 2035
II-20-A
Variable(2)
$
14,451,035.03
May 25, 2035
II-20-B
Variable(2)
$
14,451,035.03
May 25, 2035
II-21-A
Variable(2)
$
13,863,587.24
May 25, 2035
II-21-B
Variable(2)
$
13,863,587.24
May 25, 2035
II-22-A
Variable(2)
$
13,315,654.36
May 25, 2035
II-22-B
Variable(2)
$
13,315,654.36
May 25, 2035
II-23-A
Variable(2)
$
36,105,518.06
May 25, 2035
II-23-B
Variable(2)
$
36,105,518.06
May 25, 2035
II-24-A
Variable(2)
$
154,390,158.10
May 25, 2035
II-24-B
Variable(2)
$
154,390,158.10
May 25, 2035
II-25-A
Variable(2)
$
19,905,816.55
May 25, 2035
II-25-B
Variable(2)
$
19,905,816.55
May 25, 2035
II-26-A
Variable(2)
$
7,758,882.78
May 25, 2035
II-26-B
Variable(2)
$
7,758,882.78
May 25, 2035
II-27-A
Variable(2)
$
3,892,364.89
May 25, 2035
II-27-B
Variable(2)
$
3,892,364.89
May 25, 2035
II-28-A
Variable(2)
$
3,512,013.44
May 25, 2035
II-28-B
Variable(2)
$
3,512,013.44
May 25, 2035
II-29-A
Variable(2)
$
3,376,656.86
May 25, 2035
II-29-B
Variable(2)
$
3,376,656.86
May 25, 2035
II-30-A
Variable(2)
$
3,246,813.56
May 25, 2035
II-30-B
Variable(2)
$
3,246,813.56
May 25, 2035
II-31-A
Variable(2)
$
3,122,247.24
May 25, 2035
II-31-B
Variable(2)
$
3,122,247.24
May 25, 2035
II-32-A
Variable(2)
$
3,002,732.18
May 25, 2035
II-32-B
Variable(2)
$
3,002,732.18
May 25, 2035
II-33-A
Variable(2)
$
2,888,052.69
May 25, 2035
II-33-B
Variable(2)
$
2,888,052.69
May 25, 2035
II-34-A
Variable(2)
$
2,778,002.73
May 25, 2035
II-34-B
Variable(2)
$
2,778,002.73
May 25, 2035
II-35-A
Variable(2)
$
2,678,425.93
May 25, 2035
II-35-B
Variable(2)
$
2,678,425.93
May 25, 2035
II-36-A
Variable(2)
$
20,913,304.98
May 25, 2035
II-36-B
Variable(2)
$
20,913,304.98
May 25, 2035
II-37-A
Variable(2)
$
2,772,058.95
May 25, 2035
II-37-B
Variable(2)
$
2,772,058.95
May 25, 2035
II-38-A
Variable(2)
$
1,457,475.98
May 25, 2035
II-38-B
Variable(2)
$
1,457,475.98
May 25, 2035
II-39-A
Variable(2)
$
1,413,346.54
May 25, 2035
II-39-B
Variable(2)
$
1,413,346.54
May 25, 2035
II-40-A
Variable(2)
$
1,370,544.32
May 25, 2035
II-40-B
Variable(2)
$
1,370,544.32
May 25, 2035
II-41-A
Variable(2)
$
1,329,029.63
May 25, 2035
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S>
<C>
<C>
<C>
II-41-B
Variable(2)
$
1,329,029.63
May 25, 2035
II-42-A
Variable(2)
$
1,288,763.94
May 25, 2035
II-42-B
Variable(2)
$
1,288,763.94
May 25, 2035
II-43-A
Variable(2)
$
1,249,709.87
May 25, 2035
II-43-B
Variable(2)
$
1,249,709.87
May 25, 2035
II-44-A
Variable(2)
$
1,211,831.14
May 25, 2035
II-44-B
Variable(2)
$
1,211,831.14
May 25, 2035
II-45-A
Variable(2)
$
1,175,092.59
May 25, 2035
II-45-B
Variable(2)
$
1,175,092.59
May 25, 2035
II-46-A
Variable(2)
$
1,139,460.08
May 25, 2035
II-46-B
Variable(2)
$
1,139,460.08
May 25, 2035
II-47-A
Variable(2)
$
1,104,900.48
May 25, 2035
II-47-B
Variable(2)
$
1,104,900.48
May 25, 2035
II-48-A
Variable(2)
$
1,071,381.67
May 25, 2035
II-48-B
Variable(2)
$
1,071,381.67
May 25, 2035
II-49-A
Variable(2)
$
1,038,872.47
May 25, 2035
II-49-B
Variable(2)
$
1,038,872.47
May 25, 2035
II-50-A
Variable(2)
$
1,007,342.65
May 25, 2035
II-50-B
Variable(2)
$
1,007,342.65
May 25, 2035
II-51-A
Variable(2)
$
976,762.85
May 25, 2035
II-51-B
Variable(2)
$
976,762.85
May 25, 2035
II-52-A
Variable(2)
$
30,884,566.11
May 25, 2035
II-52-B
Variable(2)
$
30,884,566.11
May 25, 2035
P
Variable(2)
$
100.00
May 25, 2035
</TABLE>
----------------
(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.
5
<PAGE>
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.
<TABLE>
<CAPTION>
REMIC II
Initial
Latest Possible
Designation
Remittance Rate
Uncertificated Balance
Maturity Date(1)
-----------
---------------
----------------------
----------------
<S>
<C>
<C>
<C>
II-LTAA
Variable(2)
$
1,715,001,571.26
May 25, 2035
II-LTA1A
Variable(2)
$
7,491,320.00
May 25, 2035
II-LTA1B
Variable(2)
$
1,872,830.00
May 25, 2035
II-LTA2A
Variable(2)
$
2,373,130.00
May 25, 2035
II-LTA2B
Variable(2)
$
1,007,100.00
May 25, 2035
II-LTA2C
Variable(2)
$
1,409,495.00
May 25, 2035
II-LTA2D
Variable(2)
$
773,635.00
May 25, 2035
II-LTM1
Variable(2)
$
463,750.00
May 25, 2035
II-LTM2
Variable(2)
$
446,250.00
May 25, 2035
II-LTM3
Variable(2)
$
245,000.00
May 25, 2035
II-LTM4
Variable(2)
$
236,250.00
May 25, 2035
II-LTM5
Variable(2)
$
210,000.00
May 25, 2035
II-LTM6
Variable(2)
$
131,250.00
May 25, 2035
II-LTM7
Variable(2)
$
140,000.00
May 25, 2035
II-LTM8
Variable(2)
$
87,500.00
May 25, 2035
II-LTM9
Variable(2)
$
87,500.00
May 25, 2035
II-LTM10
Variable(2)
$
122,500.00
May 25, 2035
II-LTM11
Variable(2)
$
183,750.00
May 25, 2035
II-LTM12
Variable(2)
$
105,000.00
May 25, 2035
II-LTZZ
Variable(2)
$
17,613,772.07
May 25, 2035
II-LTP
Variable(2)
$
100.00
May 25, 2035
II-1SUB
Variable(2)
$
32,275.14
May 25, 2035
II-1GRP
Variable(2)
$
219,558.15
May 25, 2035
II-2SUB
Variable(2)
$
19,174.98
May 25, 2035
II-2GRP
Variable(2)
$
130,442.18
May 25, 2035
II-XX
Variable(2)
$
1,749,600,152.88
May 25, 2035
II-IO
Variable(2)
(3)
May 25, 2035
</TABLE>
----------------
(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.
6
<PAGE>
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.
<TABLE>
<CAPTION>
Initial Aggregate
Latest Possible
Designation
Pass-Through Rate Certificate Principal
Balance
Maturity Date(1)
-----------
-----------------
-----------------------------
----------------
<S>
<C>
<C>
<C>
Class A-1A
Variable(2)
$
1,498,264,000.00
May 25, 2035
Class A-1B
Variable(2)
$
374,566,000.00
May
25, 2035
Class A-2A
Variable(2)
$
474,626,000.00
May 25, 2035
Class A-2B
Variable(2)
$
201,420,000.00
May 25, 2035
Class A-2C
Variable(2)
$
281,899,000.00
May 25, 2035
Class A-2D
Variable(2)
$
154,727,000.00
May 25, 2035
Class M-1
Variable(2)
$
92,750,000.00
May 25, 2035
Class M-2
Variable(2)
$
89,250,000.00
May 25, 2035
Class M-3
Variable(2)
$
49,000,000.00
May 25, 2035
Class M-4
Variable(2)
$
47,250,000.00
May 25, 2035
Class M-5
Variable(2)
$
42,000,000.00
May 25, 2035
Class M-6
Variable(2)
$
26,250,000.00
May 25, 2035
Class M-7
Variable(2)
$
28,000,000.00
May 25, 2035
Class M-8
Variable(2)
$
17,500,000.00
May 25, 2035
Class M-9
Variable(2)
$
17,500,000.00
May 25, 2035
Class M-10
Variable(2)
$
24,500,000.00
May 25, 2035
Class M-11
Variable(2)
$
$36,750,000.00
May 25, 2035
Class M-12
Variable(2)
$
21,000,000.00
May 25, 2035
Class CE
Interest
Variable(2)(3)
$
22,751,206.66
May 25, 2035
Class P
Interest
N/A(4)
$
100.00
May 25, 2035
Class SWAP-IO Interest
N/A(5)
N/A(5)
May 25, 2035
</TABLE>
----------------
(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-LT1SWAP and REMIC II Regular
Interest
II-LT2SWAP.
7
<PAGE>
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.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal
Latest Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
---------------------
-----------------
---------------------
----------------
<S>
<C>
<C>
<C>
Class CE
Certificates
Variable(2)
$ 22,751,206.66
May 25, 2035
</TABLE>
----------------
(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.
8
<PAGE>
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.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal
Latest Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
---------------------
-----------------
---------------------
----------------
<S>
<C>
<C>
<C>
Class P
Certificates
Variable(2)
$100.00
May 25, 2035
</TABLE>
----------------
(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.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal
Latest Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
---------------------
-----------------
---------------------
----------------
<S>
<C>
<C>
<C>
SWAP-IO
Variable(2)
N/A
May 25, 2035
</TABLE>
----------------
(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 $2,195,581,466.54 and the Group
II Mortgage Loans had an aggregate
Scheduled Principal Balance equal to
$1,304,421,840.12.
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer and the
Trustee agree as follows:
9
<PAGE>
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, 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 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.
10
<PAGE>
"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 for such Distribution Date
pursuant to Section 4.03 and (d) the
aggregate of any Advances made by the
Master Servicer for such Distribution Date
pursuant to Section 4.03, 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 and
the PMI Insurer Fee payable from the
Collection Account pursuant to Section
3.04, (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.
11
<PAGE>
"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 Jersey, the
State of New York, or in any city in
which the Corporate Trust Office of the
Trustee 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-WHQ2, Class A-1A, Class A-1B, Class A-2A,
Class A-2B, Clas 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 M-12, 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.
12
<PAGE>
"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 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
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
0.220
0.440
A-1B
II-LTA1B
0.270
0.540
A-2A
II-LTA2A
0.100
0.200
A-2B
II-LTA2B
0.150
0.300
A-2C
II-LTA2C
0.230
0.460
A-2D
II-LTA2D
0.330
0.660
M-1
II-LTM1
0.420
0.630
M-2
II-LTM2
0.460
0.690
M-3
II-LTM3
0.480
0.720
M-4
II-LTM4
0.620
0.930
M-5
II-LTM5
0.690
1.035
M-6
II-LTM6
0.720
1.080
M-7
II-LTM7
1.250
1.875
M-8
II-LTM8
1.350
2.025
M-9
II-LTM9
1.880
2.820
M-10
II-LTM10
2.500
3.750
M-11
II-LTM11
2.500
3.750
M-12
II-LTM12
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.
13
<PAGE>
"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 II 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 Certificates,
the Class A-1B Certificates, the Class A-2A
Certificates, the Class A-2B
Certificates, the Class A-2C Certificates
and the 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-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.
14
<PAGE>
"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 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 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) 75.90% 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
$17,500,016.53.
15
<PAGE>
"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) 81.00% 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
$17,500,016.53.
"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)
83.80% 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
$17,500,016.53.
16
<PAGE>
"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) 86.50% 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
$17,500,016.53.
"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) 88.90% 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
$17,500,016.53.
17
<PAGE>
"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)
90.40% 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
$17,500,016.53.
"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.
18
<PAGE>
"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) 92.00% 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
$17,500,016.53.
"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) 93.00% 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
$17,500,016.53.
19
<PAGE>
"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) 94.00% 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 $17,500,016.53.
20
<PAGE>
"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) 95.40% 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 $17,500,016.53.
21
<PAGE>
"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) 97.50% 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 $17,500,016.53.
22
<PAGE>
"Class M-12 Certificate": Any one of the Class M-12
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit
A-M-12 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-12 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-12 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), (xii) the Certificate Principal
Balance of the Class M-11 Certificates
immediately prior to such Distribution Date
(after taking into account the
payment of the Class M-11 Principal
Distribution Amount on such Distribution
Date) and (xiii) the Certificate Principal
Balance of the Class M-12
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 98.70% 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
$17,500,016.53.
23
<PAGE>
"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 V 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 by the Trustee and authenticated
and delivered by the Certificate
Registrar, 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-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.
"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 SWAP-IO Interest": An uncertificated interest in the
Trust Fund evidencing a Regular Interest in
REMIC III.
"Closing Date": April 28, 2005.
"Combined Loan-to-Value Ratio": As of any date of
determination, and with respect to second
lien Mortgage Loans, 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 "HomEq Servicing Corporation, as
Master Servicer for Wells Fargo Bank,
N.A., as Trustee, in trust for the
registered holders of Park Place Securities,
Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WHQ2." The Collection
Account must be an Eligible Account.
24
<PAGE>
"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, Minneapolis, Minnesota
55479-0113, Attention: Corporate Trust
Services--Park Place Securities, Inc.
Series 2005-WHQ2, and (ii) for all other
purposes, 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Client
Manager - Park Place Securities,
Inc. Series 2005-WHQ2.
"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-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 II Regular Interest II-LTM12
M-12
REMIC III Regular Interest III-LTP
P
"Covered Mortgage Loans": Those Mortgage Loans covered by the
Pool Insurance Policy.
"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).
25
<PAGE>
"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 April 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 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.
26
<PAGE>
"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 Moody's, "F-1" by Fitch
and "A-1" by S&P (or comparable
ratings if Moody's, 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 Freddie 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.
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"Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to
Section 3.04(e), which shall be
entitled "Wells Fargo Bank, N.A., as
Trustee, in trust for the registered
Holders of Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates,
Series 2005-WHQ2." 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
May 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 "P-1" by Moody's, "F-1" by Fitch
and "A-1+" by S&P (or comparable
ratings if Moody's, Fitch 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).
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<PAGE>
"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 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 Servicing Fee
Rate, (ii) the Custodian Fee Rate and (iii)
the PMI Insurer Fee Rate, if
applicable.
"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 sum of (i) the Servicing
Fee Rate, (ii) the Custodian Fee Rate
and (iii) the PMI Insurer Fee Rate, if
applicable.
"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.
"Fannie Mae": Fannie Mae, 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 or
the Master Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16
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.
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<PAGE>
"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 Fixed Rate Payer
Payment Date (as defined in the Interest
Rate Swap Agreement), an amount equal
to the fixed amount calculated in
accordance with the related Interest Rate Swap
Agreement.
"Floating Swap Payment": With respect to any Floating Rate
Payer Payment Date (as defined in the
Interest Rate Swap Agreement), an amount
equal to the floating amount calculated in
accordance with the related Interest
Rate Swap Agreement.
"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.
"Four (4) Months in Default" occurs when the borrower becomes
in arrears in an amount equal to or greater
than four (4) monthly principal and
interest payments due under the terms of
the Mortgage Loan.
"Freddie Mac": Freddie 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 Certificates and the
Class A-1B 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 Fannie Mae loan limits.
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<PAGE>
"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
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,
Subsequent Recoveries, Insurance Proceeds,
Liquidation Proceeds 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 shall 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 Certificates, the
Class A-2B Certificates, the Class A-2C
Certificates and the 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. All Group II Mortgage Loans have
a principal balance at origination
that may or may not conform to Fannie Mae
and Freddie Mac loan limits.
"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
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, Subsequent Recoveries,
Insurance Proceeds, Liquidation Proceeds 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 shall 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.
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<PAGE>
"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.
"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 Certificatse, the Class M-11
Certificates and the Class M-12
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 Residual
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.
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<PAGE>
"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.
"Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a
Mortgage Loan (including the PMI
Policy and the Pool Policy), 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.
"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
and the REMIC II 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-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-LTM12 and any Interest Accrual
Period therefor, the second LIBOR
Business Day preceding the commencement of
such Interest Accrual Period.
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<PAGE>
"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
April 28, 2005 (the "Master Agreement")
between Credit Suisse First Boston
International 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 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 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 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.
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<PAGE>
"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-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-LTM12 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-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-LTM12, 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": HomEq Servicing Corporation, 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.
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<PAGE>
"Master Servicer Prepayment Charge Payment Amount": The
amounts payable by the Master Servicer
pursuant to Section 2.03(b) in respect of
any waived 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
the related Distribution Date.
"Master Servicer Reporting Date": With respect to any
Distribution Date, 1:00 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) 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.
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 in which such
Distribution Date occurs (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.
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<PAGE>
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
aggregate Certificate Principal Balance of
the related Classes of Class A
Certificates, of (i) the weighted average
of the Expense Adjusted Net Mortgage
Rates 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) and (ii) the weighted
average of the Expense Adjusted Net
Mortgage Rates 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.
"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-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-LTM12 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, the Class M-10
Certificates, the Class M-11 Certificates
and Class M-12 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.
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"Moody's": Moody's 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 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;
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(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.
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<PAGE>
"Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a
Mortgage Loan, including any riders
thereto.
"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 the Adjustable-Rate Mortgage
Loans, (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 Amount, (B) the
Interest Distribution Amounts
distributable to the Mezzanine Certificates
and (C) the Principal Remittance
Amount.
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<PAGE>
"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.
"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) 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 owed to the Swap
Provider 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.
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 owed to the Swap Provider 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.
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<PAGE>
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 4.10.
"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.
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<PAGE>
"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, will
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.
"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-IO, 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 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-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II
