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FSCHEDULE I-A
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SCHEDULE OF GROUP I HOME EQUITY
LOANS
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A copy of this Schedule is maintained by
the Trustee at the Corporate Trust Office and by the
Servicer.
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SCHEDULE I-B
SCHEDULE OF GROUP II HOME EQUITY LOANS
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A copy of this Schedule is maintained by
the Trustee at the Corporate Trust Office and by the
Servicer.
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SCHEDULE I-E
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SELLER SCHEDULE OF HOME EQUITY
LOANS
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A copy of this Schedule is maintained by
the Trustee at the Corporate Trust Office and by the
Servicer.
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SCHEDULE I-F
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CONDUIT SCHEDULE OF HOME EQUITY
LOANS
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A copy of this Schedule is maintained by
the Trustee at the Corporate Trust Office and by the
Servicer.
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SCHEDULE I-G
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INVESTMENT INSTRUCTIONS TO
TRUSTEE
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Account
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Eligible Investment
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(1)
Certificate Account
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JPMorgan Prime Money Market
Fund-Institutional Class
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(2)
Supplemental Interest Reserve
Fund
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JPMorgan Prime Money Market
Fund-Institutional Class
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(3)
Cap Agreement Reserve Fund
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JPMorgan Prime Money Market
Fund-Institutional Class
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EXHIBIT A-1
FORM OF CLASS AF-1 CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
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CENTEX HOME EQUITY LOAN TRUST
2005-A
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CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
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CLASS AF-1
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(3.700% (or 4.200% Certificate Rate
for each Interest Period occurring after the date on which an
affiliate of the Servicer first fails to exercise its clean-up call
option),
subject to the Group I Net WAC Cap)
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Representing Certain Interests Relating
to two Pools of Home Equity Loans Sold and Serviced by
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CENTEX HOME EQUITY COMPANY,
LLC
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(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
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No: AF-1-1
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152314 LY4
CUSIP
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$102,250,000
Original Class AF-1 Certificate
Principal Balance
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January 27, 2005
Date
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June 25, 2022
Final Scheduled
Distribution Date
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CEDE & CO.
Registered Owner
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B to the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d) such
amounts as may be held by the Trustee in the Supplemental Interest
Reserve Fund together with investment earnings on such amounts; and
(e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust
Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AF-1 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AF-1 Certificates. Therefore,
the actual outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first Distribution
Date), be less than the original Certificate Principal Balance of
the Class AF-1 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AF-1 (the “Class AF-1 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-2 (the “Class AF-2
Certificates”), Class AF-3 (the “Class AF-3
Certificates”), Class AF-4 (the “Class AF-4
Certificates”), Class AF-5 (the “Class AF-5
Certificates”), Class AF-6 (the “Class AF-6
Certificates”), Class AV-1 (the “Class AV-1
Certificates”), Class AV-2 (the “Class AV-2
Certificates”), Class AV-3 (the “Class AV-3
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”), and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class M-7 Certificates and the Class B
Certificates shall be together referred to as the “Offered
Certificates” and the Offered Certificates, the Class X-IO
Certificates and the Class R Certificates are together referred to
herein as the “Certificates.” Terms capitalized
herein and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing
Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005, the Owners of the Class AF-1
Certificates as of the close of business on the last Business Day
of the calendar month immediately preceding the calendar month in
which a Distribution Date occurs (the “Record Date”)
will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date.
Distributions will be made in immediately available funds to
Owners of Certificates having an aggregate original Certificate
Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so
notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class AF-1
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-1 Certificates. The Percentage
Interest of each Class AF-1 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AF-1
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AF-1 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement
additionally provides that the Owner of the Class X-IO Certificates
may, at its option, purchase from the Trust all remaining Home
Equity Loans and other property then constituting the Trust Estate,
and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. In
addition, under certain circumstances relating to the qualification
of any REMIC hereunder as a REMIC under the Code, the Home Equity
Loans may be sold, thereby effecting the early retirement of the
Certificates.
The Trustee shall give written notice of
termination of the Pooling and Servicing Agreement to each Owner in
the manner set forth therein.
The Owners of the majority of the
Percentage Interests represented by the Offered Certificates have
the right to exercise any trust or power set forth in Section 6.11
of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth and
referred to on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for
registration of transfer at the office designated as the location
of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly
executed by, the Owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the like
Class, tenor and a like Percentage Interest will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement
permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of rights and obligations of the
parties provided therein by the Depositor, the Trustee, the Seller
and the Servicer at any time and from time to time, without the
consent of the Owners; provided that in certain other circumstances
provided for in the Pooling and Servicing Agreement such consent of
the Owners will be required prior to amendments. Any such
consent by the Owner of this Certificate shall be conclusive and
binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or
not notation of such consent or waiver is made upon this
Certificate.
The Trustee is required to furnish
certain information on each Distribution Date to the Owner of this
Certificate, as more fully described in the Pooling and Servicing
Agreement.
The Class AF-1 Certificates are issuable
only as registered Certificates in minimum denominations of $25,000
original Certificate Principal Balance and in integral multiples of
$1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set
forth, Class AF-1 Certificates are exchangeable for new Class AF-1
Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any
such registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Trustee and any agent of the Trustee
may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee nor
any such agent shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed on behalf of the
Trust.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
Trustee Authentication
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT A-2
FORM OF CLASS AF-2 CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
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CENTEX HOME EQUITY LOAN TRUST
2005-A
|
|
CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
|
|
CLASS AF-2
|
|
(3.900% (or 4.400% Certificate Rate
for each Interest Period occurring after the date on which an
affiliate of the Servicer first fails to exercise its clean-up call
option),
subject to the Group I Net WAC Cap)
|
|
Representing Certain Interests Relating
to two Pools of Home Equity Loans Sold and Serviced by
|
|
CENTEX HOME EQUITY COMPANY,
LLC
|
(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
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No: AF-2-1
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152314 LZ1
CUSIP
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$16,390,000
Original Class AF-2
Certificate
Principal Balance
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January 27, 2005
Date
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June 25, 2024
Final Scheduled
Distribution Date
|
CEDE & CO.
Registered Owner
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B to the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d) such
amounts as may be held by the Trustee in the Supplemental Interest
Reserve Fund together with investment earnings on such amounts; and
(e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AF-2 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AF-2 Certificates. Therefore,
the actual outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first Distribution
Date), be less than the original Certificate Principal Balance of
the Class AF-2 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AF-2 (the “Class AF-2 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-1 (the “Class AF-1
Certificates”), Class AF-3 (the “Class AF-3
Certificates”), Class AF-4 (the “Class AF-4
Certificates”), Class AF-5 (the “Class AF-5
Certificates”), Class AF-6 (the “Class AF-6
Certificates”), Class AV-1 (the “Class AV-1
Certificates”), Class AV-2 (the “Class AV-2
Certificates”), Class AV-3 (the “Class AV-3
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”) and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class M-7 Certificates and the Class B
Certificates shall be together referred to as the “Offered
Certificates” and the Offered Certificates, the Class X-IO
Certificates and the Class R Certificates are together referred to
herein as the “Certificates.” Terms capitalized
herein and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing
Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005 the Owners of the Class AF-2
Certificates as of the close of business on the last Business Day
of the calendar month immediately preceding the calendar month in
which a Distribution Date occurs (the “Record Date”)
will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates, on such Distribution Date.
Distributions will be made in immediately available funds to
Owners of Certificates having an aggregate original Certificate
Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so
notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class AF-2
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-2 Certificates. The Percentage
Interest of each Class AF-2 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AF-2
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AF-2 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement
additionally provides that the Owner of the Class X-IO Certificates
may, at its option, purchase from the Trust all remaining Home
Equity Loans and other property then constituting the Trust Estate,
and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. In
addition, under certain circumstances relating to the qualification
of any REMIC hereunder as a REMIC under the Code, the Home Equity
Loans may be sold, thereby effecting the early retirement of the
Certificates.
The Trustee shall give written notice of
termination of the Pooling and Servicing Agreement to each Owner in
the manner set forth therein.
The Owners of the majority of the
Percentage Interests represented by the Offered Certificates have
the right to exercise any trust or power set forth in Section 6.11
of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth and
referred to on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for
registration of transfer at the office designated as the location
of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly
executed by, the Owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the like
Class, tenor and a like Percentage Interest will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement
permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of rights and obligations of the
parties provided therein by the Depositor, the Trustee, the Seller
and the Servicer at any time and from time to time, without the
consent of the Owners; provided that in certain other circumstances
provided for in the Pooling and Servicing Agreement such consent of
the Owners will be required prior to amendments. Any such
consent by the Owner of this Certificate shall be conclusive and
binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or
not notation of such consent or waiver is made upon this
Certificate.
The Trustee is required to furnish
certain information on each Distribution Date to the Owner of this
Certificate, as more fully described in the Pooling and Servicing
Agreement.
The Class AF-2 Certificates are issuable
only as registered Certificates in minimum denominations of $25,000
original Certificate Principal Balance and in integral multiples of
$1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set
forth, Class AF-2 Certificates are exchangeable for new Class AF-2
Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any
such registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Trustee and any agent of the Trustee
may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee nor
any such agent shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed on behalf of the
Trust.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
Trustee Authentication
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT A-3
FORM OF CLASS AF-3 CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
|
CENTEX HOME EQUITY LOAN TRUST
2005-A
|
|
CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
|
|
CLASS AF-3
|
|
(4.140% (or 4.640% Certificate Rate
for each Interest Period occurring after the date on which an
affiliate of the Servicer first fails to exercise its clean-up call
option), subject to the Group I Net WAC Cap)
|
|
Representing Certain Interests Relating
to two Pools of Home Equity Loans Sold and Serviced by
|
|
CENTEX HOME EQUITY COMPANY,
LLC
|
(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
|
No: AF-3-1
|
|
152314 MA5
CUSIP
|
|
$26,710,000
Original Class AF-3 Certificate Principal
Balance
|
January 27, 2005
Date
|
March 25, 2028
Final Scheduled
Distribution Date
|
|
|
|
|
|
CEDE & CO.
|
|
Registered Owner
|
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B to the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d) such
amounts as may be held by the Trustee in the Supplemental Interest
Reserve Fund together with investment earnings on such amounts; and
(e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AF-3 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AF-3 Certificates. Therefore,
the actual outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first Distribution
Date), be less than the original Certificate Principal Balance of
the Class AF-3 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AF-3 (the “Class AF-3 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-1 (the “Class AF-1
Certificates”), Class AF-2 (the “Class AF-2
Certificates”), Class AF-4 (the “Class AF-4
Certificates”), Class AF-5 (the “Class AF-5
Certificates”), Class AF-6 (the “Class AF-6
Certificates”), Class AV-1 (the “Class AV-1
Certificates”), Class AV-2 (the “Class AV-2
Certificates”), Class AV-3 (the “Class AV-3
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”), and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the
Class AF-2 Certificates, the Class AF-3 Certificates, the Class
AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class M-7 Certificates and the Class B
Certificates shall be together referred to as the “Offered
Certificates” and the Offered Certificates, the Class X-IO
Certificates and the Class R Certificates are together referred to
herein as the “Certificates.” Terms capitalized
herein and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing
Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005, the Owners of the Class AF-3
Certificates as of the close of business on the last Business Day
of the calendar month immediately preceding the calendar month in
which a Distribution Date occurs (the “Record Date”)
will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date.
Distributions will be made in immediately available funds to
Owners of Certificates having an aggregate original Certificate
Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so
notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class AF-3
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-3 Certificates. The Percentage
Interest of each Class AF-3 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AF-3
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AF-3 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement
additionally provides that the Owner of the Class X-IO Certificates
may, at its option, purchase from the Trust all remaining Home
Equity Loans and other property then constituting the Trust Estate,
and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. In
addition, under certain circumstances relating to the qualification
of any REMIC hereunder as a REMIC under the Code, the Home Equity
Loans may be sold, thereby effecting the early retirement of the
Certificates.
The Trustee shall give written notice of
termination of the Pooling and Servicing Agreement to each Owner in
the manner set forth therein.
The Owners of the majority of the
Percentage Interests represented by the Offered Certificates have
the right to exercise any trust or power set forth in Section 6.11
of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth and
referred to on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for
registration of transfer at the office designated as the location
of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly
executed by, the Owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the like
Class, tenor and a like Percentage Interest will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement
permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of rights and obligations of the
parties provided therein by the Depositor, the Trustee, the Seller
and the Servicer at any time and from time to time, without the
consent of the Owners; provided that in certain other circumstances
provided for in the Pooling and Servicing Agreement such consent of
the Owners will be required prior to amendments. Any such
consent by the Owner of this Certificate shall be conclusive and
binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or
not notation of such consent or waiver is made upon this
Certificate.
The Trustee is required to furnish
certain information on each Distribution Date to the Owner of this
Certificate, as more fully described in the Pooling and Servicing
Agreement.
The Class AF-3 Certificates are issuable
only as registered Certificates in minimum denominations of $25,000
original Certificate Principal Balance and in integral multiples of
$1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set
forth, Class AF-3 Certificates are exchangeable for new Class AF-3
Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any
such registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Trustee and any agent of the Trustee
may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee nor
any such agent shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed on behalf of the
Trust.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
Trustee Authentication
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT A-4
FORM OF CLASS AF-4 CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
|
CENTEX HOME EQUITY LOAN TRUST
2005-A
|
|
CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
|
|
CLASS AF-4
|
|
(4.720% Certificate Rate (or 5.220%
Certificate Rate for each Interest Period occurring after the date
on which an affiliate of the Servicer first fails to exercise its
clean-up call option), subject to the Group I Net WAC
Cap)
|
|
Representing Certain Interests Relating
to two Pools of Home Equity Loans Sold and Serviced by
|
|
CENTEX HOME EQUITY COMPANY,
LLC
|
(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
|
No: AF-4-1
|
|
152314 MB3
CUSIP
|
|
$32,930,000
Original Class AF-4
Certificate
Principal Balance
|
January 27, 2005
Date
|
October 25, 2031
Final Scheduled
Distribution Date
|
CEDE & CO.
Registered Owner
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B to the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d) such
amounts as may be held by the Trustee in the Supplemental Interest
Reserve Fund together with investment earnings on such amounts; and
(e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AF-4 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AF-4 Certificates. Therefore,
the actual Outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first Distribution
Date) be less than the original Certificate Principal Balance of
the Class AF-4 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AF-4 (the “Class AF-4 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-1 (the “Class AF-1
Certificates”), Class AF-2 (the “Class AF-2
Certificates”), Class AF-3 (the “Class AF-3
Certificates”), Class AF-5 (the “Class AF-5
Certificates”), Class AF-6 (the “Class AF-6
Certificates”), Class AV-1 (the “Class AV-1
Certificates”), Class AV-2 (the “Class AV-2
Certificates”), Class AV-3 (the “Class AV-3
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”), and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class M-7 Certificates and the Class B
Certificates shall be together referred to as the “Offered
Certificates” and the Offered Certificates, the Class X-IO
Certificates and the Class R Certificates are together referred to
herein as the “Certificates.” Terms capitalized
herein and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing
Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005, the Owners of the Class AF-4
Certificates as of the close of business on the last Business Day
of the calendar month immediately preceding the calendar month in
which a Distribution Date occurs (the “Record Date”)
will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date.
Distributions will be made in immediately available funds to
Owners of Certificates having an aggregate original Certificate
Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so
notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class AF-4
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-4 Certificates. The Percentage
Interest of each Class AF-4 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AF-4
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AF-4 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement
additionally provides that the Owner of the Class X-IO Certificates
may, at its option, purchase from the Trust all remaining Home
Equity Loans and other property then constituting the Trust Estate,
and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. In
addition, under certain circumstances relating to the qualification
any REMIC hereunder as a REMIC under the Code, the Home Equity
Loans may be sold, thereby effecting the early retirement of the
Certificates.
The Trustee shall give written notice of
termination of the Pooling and Servicing Agreement to each Owner in
the manner set forth therein.
The Owners of the majority of the
Percentage Interests represented by the Offered Certificates have
the right to exercise any trust or power set forth in Section 6.11
of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth and
referred to on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for
registration of transfer at the office designated as the location
of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly
executed by, the Owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the like
Class, tenor and a like Percentage Interest will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement
permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of rights and obligations of the
parties provided therein by the Depositor, the Trustee, the Seller
and the Servicer at any time and from time to time, without the
consent of the Owners; provided that in certain other circumstances
provided for in the Pooling and Servicing Agreement such consent of
the Owners will be required prior to amendments. Any such
consent by the Owner of this Certificate shall be conclusive and
binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or
not notation of such consent or waiver is made upon this
Certificate.
The Trustee is required to furnish
certain information on each Distribution Date to the Owner of this
Certificate, as more fully described in the Pooling and Servicing
Agreement.
The Class AF-4 Certificates are issuable
only as registered Certificates in minimum denominations of $25,000
original Certificate Principal Balance and in integral multiples of
$1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set
forth, Class AF-4 Certificates are exchangeable for new Class AF-4
Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any
such registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Trustee and any agent of the Trustee
may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee nor
any such agent shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed on behalf of the
Trust.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
Trustee Authentication
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT A-5
FORM OF CLASS AF-5 CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
|
CENTEX HOME EQUITY LOAN TRUST
2005-A
|
|
CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
|
|
CLASS AF-5
|
|
|
|
(5.280% Certificate Rate (or 5.780%
Certificate Rate for each Interest Period occurring after the date
on which an affiliate of the Servicer first fails to exercise its
clean-up call option), subject to the Group I Net WAC
Cap)
|
|
|
|
Representing Certain Interests
Relating to two Pools of Home Equity Loans Sold and Serviced
by
|
|
CENTEX HOME EQUITY COMPANY,
LLC
|
(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
|
No: AF-5-1
|
|
152314 MC1
CUSIP
|
|
$45,320,000
Original Class AF-5 Certificate
Principal Balance
|
January 27, 2005
Date
|
January 25, 2035
Final Scheduled
Distribution Date
|
|
CEDE & CO.
|
|
Registered Owner
|
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B to the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d) such
amounts as may be held by the Trustee in the Supplemental Interest
Reserve Fund together with investment earnings on such amounts; and
(e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust
Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AF-5 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AF-5 Certificates. Therefore,
the actual outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first
Distribution Date), be less than the original Certificate Principal
Balance of the Class AF-5 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AF-5 (the “Class AF-5 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-1 (the “Class AF-1
Certificates”), Class AF-2 (the “Class AF-2
Certificates”), Class AF-3 (the “Class AF-3
Certificates”), Class AF-4 (the “Class AF-4
Certificates”), Class AF-6 (the “Class AF-6
Certificates”), Class AV-1 (the “Class AV-1
Certificates”), Class AV-2 (the “Class AV-2
Certificates”), Class AV-3 (the “Class AV-3
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”), and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class M-7 Certificates and the Class B
Certificates shall be together referred to as the “Offered
Certificates” and the Offered Certificates, the Class X-IO
Certificates and the Class R Certificates are together referred to
herein as the “Certificates.” Terms capitalized
herein and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing
Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005, the Owners of the Class AF-5
Certificates as of the close of business on the last Business Day
of the calendar month immediately preceding the calendar month in
which a Distribution Date occurs (the “Record Date”)
will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date.
Distributions will be made in immediately available funds to
Owners of Certificates having an aggregate original Certificate
Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so
notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class AF-5
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-5 Certificates. The Percentage
Interest of each Class AF-5 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AF-5
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AF-5 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement
additionally provides that the Owner of the Class X-IO Certificates
may, at its option, purchase from the Trust all remaining Home
Equity Loans and other property then constituting the Trust Estate,
and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. In
addition, under certain circumstances relating to the qualification
of any REMIC hereunder as a REMIC under the Code, the Home Equity
Loans may be sold, thereby effecting the early retirement of the
Certificates.
The Trustee shall give written notice of
termination of the Pooling and Servicing Agreement to each Owner in
the manner set forth therein.
The Owners of the majority of the
Percentage Interests represented by the Offered Certificates have
the right to exercise any trust or power set forth in Section 6.11
of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth and
referred to on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for
registration of transfer at the office designated as the location
of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly
executed by, the Owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the like
Class, tenor and a like Percentage Interest will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement
permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of rights and obligations of the
parties provided therein by the Depositor, the Trustee, the Seller
and the Servicer at any time and from time to time, without the
consent of the Owners; provided that in certain other circumstances
provided for in the Pooling and Servicing Agreement such consent of
the Owners will be required prior to amendments. Any such
consent by the Owner of this Certificate shall be conclusive and
binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or
not notation of such consent or waiver is made upon this
Certificate.
The Trustee is required to furnish
certain information on each Distribution Date to the Owner of this
Certificate, as more fully described in the Pooling and Servicing
Agreement.
The Class AF-5 Certificates are issuable
only as registered Certificates in minimum denominations of $25,000
original Certificate Principal Balance and in integral multiples of
$1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set
forth, Class AF-5 Certificates are exchangeable for new Class AF-5
Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any
such registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Trustee and any agent of the Trustee
may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee nor
any such agent shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed on behalf of the
Trust.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
Trustee Authentication
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT A-6
FORM OF CLASS AF-6 CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
|
CENTEX HOME EQUITY LOAN TRUST
2005-A
|
|
CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
|
|
CLASS AF-6
|
|
(4.690% Certificate Rate (or 5.190%
Certificate Rate for each Interest Period occurring after the date
on which an affiliate of the Servicer first fails to exercise its
clean-up call option), subject to the Group I Net WAC
Cap)
|
|
Representing Certain Interests
Relating to two Pools of Home Equity Loans Sold and Serviced
by
|
|
CENTEX HOME EQUITY COMPANY,
LLC
|
(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
|
No: AF-6-1
|
|
152314 MD9
CUSIP
|
|
$24,850,000
Original Class AF-6
Certificate
Principal Balance
|
January 27, 2005
Date
|
January 25, 2035
Final Scheduled
Distribution Date
|
|
|
|
CEDE & CO.
|
|
Registered Owner
|
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d) such
amounts as may be held by the Trustee in the Supplemental Interest
Reserve Fund together with investment earnings on such amounts; and
(e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust
Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AF-6 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AF-6 Certificates. Therefore,
the actual outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first Distribution
Date), be less than the original Certificate Principal Balance of
the Class AF-6 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AF-6 (the “Class AF-6 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-1 (the “Class AF-1
Certificates”), Class AF-2 (the “Class AF-2
Certificates”), Class AF-3 (the “Class AF-3
Certificates”), Class AF-4 (the “Class AF-4
Certificates”), Class AF-5 (the “Class AF-5
Certificates”), Class AV-1 (the “Class AV-1
Certificates”), Class AV-2 (the “Class AV-2
Certificates”), Class AV-3 (the “Class AV-3
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the “Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”), and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, Class AV-2 Certificates,
the Class AV-3 Certificates, the Class M-1 Certificates, the Class
M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class M-7 Certificates and the Class B
Certificates shall be together referred to as the “Offered
Certificates” and the Offered Certificates, the Class X-IO
Certificates and the Class R Certificates are together referred to
herein as the “Certificates.” Terms capitalized
herein and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing
Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005, the Owners of the Class AF-6
Certificates as of the close of business on the last Business Day
of the calendar month immediately preceding the calendar month in
which a Distribution Date occurs (the “Record Date”)
will be entitled to receive the Class Principal Distribution Amount
relating to such Certificates on such Distribution Date.
Distributions will be made in immediately available funds to
Owners of Certificates having an aggregate original Certificate
Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has so
notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class AF-6
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AF-6 Certificates. The Percentage
Interest of each Class AF-6 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AF-6
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AF-6 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement
additionally provides that the Owner of the Class X-IO Certificates
may, at its option, purchase from the Trust all remaining Home
Equity Loans and other property then constituting the Trust Estate,
and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. In
addition, under certain circumstances relating to the qualification
of any REMIC II hereunder as a REMIC under the Code, the Home
Equity Loans may be sold, thereby effecting the early retirement of
the Certificates.
The Trustee shall give written notice of
termination of the Pooling and Servicing Agreement to each Owner in
the manner set forth therein.
The Owners of the majority of the
Percentage Interests represented by the Offered Certificates have
the right to exercise any trust or power set forth in Section 6.11
of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth and
referred to on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for
registration of transfer at the office designated as the location
of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly
executed by, the Owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the like
Class, tenor and a like Percentage Interest will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement
permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of rights and obligations of the
parties provided therein by the Depositor, the Trustee, the Seller
and the Servicer at any time and from time to time, without the
consent of the Owners; provided that in certain other circumstances
provided for in the Pooling and Servicing Agreement such consent of
the Owners will be required prior to amendments. Any such
consent by the Owner of this Certificate shall be conclusive and
binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or
not notation of such consent or waiver is made upon this
Certificate.
The Trustee is required to furnish
certain information on each Distribution Date to the Owner of this
Certificate, as more fully described in the Pooling and Servicing
Agreement.
The Class AF-6 Certificates are issuable
only as registered Certificates in minimum denominations of $25,000
original Certificate Principal Balance and in integral multiples of
$1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set
forth, Class AF-6 Certificates are exchangeable for new Class AF-6
Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any
such registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Trustee and any agent of the Trustee
may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee nor
any such agent shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed on behalf of the
Trust.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
Trustee Authentication
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT A-7
|
FORM OF CLASS AV-1 CERTIFICATE
|
|
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
|
|
CENTEX HOME EQUITY LOAN TRUST
2005-A
|
|
CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
|
|
CLASS AV-1
|
|
(Variable Certificate
Rate)
|
|
(subject to the Group II Net WAC
Cap)
|
|
Representing Certain Interests Relating
to two Pools of Home Equity Loans Sold and Serviced by
|
|
CENTEX HOME EQUITY COMPANY,
LLC
|
(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
|
No: AV-1
|
|
152314 ME7
CUSIP
|
|
$334,180,000
Original Class AV-1
Certificate
Principal Balance
|
January 27, 2005
Date
|
August 25, 2027
Final Scheduled
Distribution Date
|
|
|
|
|
|
CEDE & CO.
|
|
Registered Owner
|
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B to the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d) such
amounts as may be held by the Trustee in the Supplemental Interest
Reserve Fund together with investment earnings on such amounts; and
(e) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AV-1 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AV-1 Certificates. Therefore,
the actual outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first Distribution
Date), be less than the original Certificate Principal Balance of
the Class AV-1 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AV-1 (the “Class AV-1 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-1 (the “Class AF-1
Certificates”), Class AF-2 (the “Class AF-2
Certificates”), Class AF-3 (the “Class AF-3
Certificates”), Class AF-4 (the “Class AF-4
Certificates”), Class AF-5 (the “Class AF-5
Certificates”), Class AF-6 (the “Class AF-6
Certificates”), Class AV-2 (the “Class AV-2
Certificates”), Class AV-3 (the “Class AV-3
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the “Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”), and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-2 Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5
Certificates, the Class M-6 Certificates, the Class M-7
Certificates and the Class B Certificates shall be together
referred to as the “Offered Certificates” and the
Offered Certificates, the Class X-IO Certificates and the Class R
Certificates are together referred to herein as the
“Certificates.” Terms capitalized herein and not
otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005, the Owners of the Class AV-1
Certificates as of the close of business on the Business Day
immediately preceding a Distribution Date, or if Definitive
Certificates have been issued, as of the close of business on the
last Business Day of the calendar month immediately preceding the
calendar month in which a Distribution Date occurs (the
“Record Date”) will be entitled to receive the Class
Principal Distribution Amount relating to such Certificates on such
Distribution Date. Distributions will be made in immediately
available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by
wire transfer or otherwise) to the account of an Owner at a
domestic bank or other entity having appropriate facilities
therefor, if such Owner has so notified the Trustee, or by check
mailed to the address of the person entitled thereto as it appears
on the Register.
Each Owner of record of a Class AV-1
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AV-1 Certificates. The Percentage
Interest of each Class AV-1 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AV-1
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AV-1 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement
additionally provides that the Owner of the Class X-IO Certificates
may, at its option, purchase from the Trust all remaining Home
Equity Loans and other property then constituting the Trust Estate,
and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. In
addition, under certain circumstances relating to the qualification
of any REMIC hereunder as a REMIC under the Code, the Home Equity
Loans may be sold, thereby effecting the early retirement of the
Certificates.
The Trustee shall give written notice of
termination of the Pooling and Servicing Agreement to each Owner in
the manner set forth therein.
The Owners of the majority of the
Percentage Interests represented by the Offered Certificates have
the right to exercise any trust or power set forth in Section 6.11
of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth and
referred to on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for
registration of transfer at the office designated as the location
of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly
executed by, the Owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the like
Class, tenor and a like Percentage Interest will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement
permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of rights and obligations of the
parties provided therein by the Depositor, the Trustee, the Seller
and the Servicer at any time and from time to time, without the
consent of the Owners; provided that in certain other circumstances
provided for in the Pooling and Servicing Agreement such consent of
the Owners will be required prior to amendments. Any such
consent by the Owner of this Certificate shall be conclusive and
binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or
not notation of such consent or waiver is made upon this
Certificate.
The Trustee is required to furnish
certain information on each Distribution Date to the Owner of this
Certificate, as more fully described in the Pooling and Servicing
Agreement.
The Class AV-1 Certificates are issuable
only as registered Certificates in minimum denominations of $25,000
original Certificate Principal Balance and in integral multiples of
$1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set
forth, Class AV-1 Certificates are exchangeable for new Class AV-1
Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any
such registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Trustee and any agent of the Trustee
may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee nor
any such agent shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed on behalf of the
Trust.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
Trustee Authentication
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT A-8
|
FORM OF CLASS AV-2 CERTIFICATE
|
|
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
|
|
CENTEX HOME EQUITY LOAN TRUST
2005-A
|
|
CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
|
|
CLASS AV-2
|
|
(Variable Certificate
Rate)
|
|
(subject to the Group II Net WAC
Cap)
|
|
Representing Certain Interests Relating
to two Pools of Home Equity Loans Sold and Serviced by
|
|
CENTEX HOME EQUITY COMPANY,
LLC
|
(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
|
No: AV-2
|
|
152314 MF4
CUSIP
|
|
$154,520,000
Original Class AV-2 Certificate
Principal Balance
|
January 27, 2005
Date
|
July 25, 2034
Final Scheduled
Distribution Date
|
|
|
|
|
|
CEDE & CO.
|
|
Registered Owner
|
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B to the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d)
such amounts as may be held by the Trustee in the Supplemental
Interest Reserve Fund together with investment earnings on such
amounts; and (e) proceeds of all the foregoing (including, but not
by way of limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AV-2 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AV-2 Certificates. Therefore,
the actual outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first Distribution
Date), be less than the original Certificate Principal Balance of
the Class AV-2 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AV-2 (the “Class AV-2 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-1 (the “Class AF-1
Certificates”), Class AF-2 (the “Class AF-2
Certificates”), Class AF-3 (the “Class AF-3
Certificates”), Class AF-4 (the “Class AF-4
Certificates”), Class AF-5 (the “Class AF-5
Certificates”), Class AF-6 (the “Class AF-6
Certificates”), Class AV-1 (the “Class AV-1
Certificates”), Class AV-3 (the “Class AV-3
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the “Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”), and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5
Certificates, the Class M-6 Certificates, the Class M-7
Certificates and the Class B Certificates shall be together
referred to as the “Offered Certificates” and the
Offered Certificates, the Class X-IO Certificates and the Class R
Certificates are together referred to herein as the
“Certificates.” Terms capitalized herein and not
otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005, the Owners of the Class AV-2
Certificates as of the close of business on the Business Day
immediately preceding a Distribution Date, or if Definitive
Certificates have been issued, as of the close of business on the
last Business Day of the calendar month immediately preceding the
calendar month in which a Distribution Date occurs (the
“Record Date”) will be entitled to receive the Class
Principal Distribution Amount relating to such Certificates on such
Distribution Date. Distributions will be made in immediately
available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by
wire transfer or otherwise) to the account of an Owner at a
domestic bank or other entity having appropriate facilities
therefor, if such Owner has so notified the Trustee, or by check
mailed to the address of the person entitled thereto as it appears
on the Register.
Each Owner of record of a Class AV-2
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AV-2 Certificates. The Percentage
Interest of each Class AV-2 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AV-2
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AV-2 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement
additionally provides that the Owner of the Class X-IO Certificates
may, at its option, purchase from the Trust all remaining Home
Equity Loans and other property then constituting the Trust Estate,
and thereby effect early retirement of the Certificates, on any
Distribution Date on or after the Clean-Up Call Date. In
addition, under certain circumstances relating to the qualification
of any REMIC hereunder as a REMIC under the Code, the Home Equity
Loans may be sold, thereby effecting the early retirement of the
Certificates.
The Trustee shall give written notice of
termination of the Pooling and Servicing Agreement to each Owner in
the manner set forth therein.
The Owners of the majority of the
Percentage Interests represented by the Offered Certificates have
the right to exercise any trust or power set forth in Section 6.11
of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth and
referred to on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for
registration of transfer at the office designated as the location
of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly
executed by, the Owner hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the like
Class, tenor and a like Percentage Interest will be issued to the
designated transferee or transferees.
The Pooling and Servicing Agreement
permits, with certain exceptions as therein provided, the amendment
thereof and the modifications of rights and obligations of the
parties provided therein by the Depositor, the Trustee, the Seller
and the Servicer at any time and from time to time, without the
consent of the Owners; provided that in certain other circumstances
provided for in the Pooling and Servicing Agreement such consent of
the Owners will be required prior to amendments. Any such
consent by the Owner of this Certificate shall be conclusive and
binding upon such Owner and upon all future Owners of the
Certificate and of any Certificate issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or
not notation of such consent or waiver is made upon this
Certificate.
The Trustee is required to furnish
certain information on each Distribution Date to the Owner of this
Certificate, as more fully described in the Pooling and Servicing
Agreement.
The Class AV-2 Certificates are issuable
only as registered Certificates in minimum denominations of $25,000
original Certificate Principal Balance and in integral multiples of
$1,000 in excess of $25,000. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set
forth, Class AV-2 Certificates are exchangeable for new Class AV-2
Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any
such registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Trustee and any agent of the Trustee
may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee nor
any such agent shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the Trustee has
caused this Certificate to be duly executed on behalf of the
Trust.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
Trustee Authentication
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Title:
EXHIBIT A-9
|
FORM OF CLASS AV-3 CERTIFICATE
|
|
SOLELY FOR FEDERAL INCOME TAX
PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A CLASS OF
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT” (“REMIC”) AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
|
|
CENTEX HOME EQUITY LOAN TRUST
2005-A
|
|
CENTEX HOME EQUITY LOAN ASSET-BACKED
CERTIFICATE
|
|
CLASS AV-3
|
|
(Variable Certificate
Rate)
|
|
(subject to the Group II Net WAC
Cap)
|
|
Representing Certain Interests Relating
to two Pools of Home Equity Loans Sold and Serviced by
|
|
CENTEX HOME EQUITY COMPANY,
LLC
|
(This Certificate does not represent an
interest in, or an obligation of, nor are the underlying Home
Equity Loans insured or guaranteed by, CHEC Funding, LLC (the
“Depositor”), Harwood Street Funding II, LLC (the
“Conduit Seller”) or Centex Home Equity Company, LLC, a
Delaware limited liability company, formerly Centex Credit
Corporation, a Nevada corporation (the “Seller” or the
“Servicer”). This Certificate represents a
fractional ownership interest in the Group I and Group II Home
Equity Loans and certain other property held by the
Trust.)
Unless this Certificate is presented by
an authorized representative of The Depository Trust Company, a New
York corporation (“DTC”), to the Issuer (“Centex
Home Equity Loan Trust 2005-A”) or its agent for registration
of transfer, exchange, or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as
is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
|
No: AV-3
|
|
152314 MG2
CUSIP
|
|
$9,780,000
Original Class AV-3
Certificate
Principal Balance
|
January 27, 2005
Date
|
January 25, 2035
Final Scheduled
Distribution Date
|
|
|
|
|
|
CEDE & CO.
|
|
Registered Owner
|
The registered Owner named above is the
registered beneficial Owner of such Owner’s fractional
interest in (a) the Home Equity Loans listed in Schedule I-A
and Schedule I-B to the Pooling and Servicing Agreement (as
defined below) which the Seller and the Conduit Seller are causing
to be delivered to the Depositor and the Depositor is causing to be
delivered to the Trustee, together with the related Home Equity
Loan documents and the Depositor’s interest in any Property,
and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held
by the Trustee in the Certificate Account, together with investment
earnings on such amounts, and such amounts as may be held in the
name of the Trustee in the Principal and Interest Account, if any,
inclusive of investment earnings thereon, whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) any Cap Agreement
Proceeds received by the Trustee on the Cap Agreement and such
amounts as maybe held by the Trustee in the Cap Agreement Reserve
Fund, excluding any investment earnings on such amounts; (d)
such amounts as may be held by the Trustee in the Supplemental
Interest Reserve Fund together with investment earnings on such
amounts; and (e) proceeds of all the foregoing (including, but not
by way of limitation, all proceeds of any mortgage insurance, flood
insurance, hazard insurance and title insurance policy relating to
the Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time
constitute all or part of or are included in the proceeds of any of
the foregoing) to pay the Certificates, in each case, as specified
in the Pooling and Servicing Agreement ((a) - (e) above shall be
collectively referred to herein as the “Trust Estate”).
The Owner hereof is entitled to principal
payments on each Distribution Date, as hereinafter described, which
will fully amortize such original Certificate Principal Balance of
the Class AV-3 Certificates over the period from the date of
initial issuance of the Certificates to the Final Scheduled
Distribution Date for the Class AV-3 Certificates. Therefore,
the actual outstanding principal amount of this Certificate may, on
any date subsequent to February 25, 2005 (the first Distribution
Date), be less than the original Certificate Principal Balance of
the Class AV-3 Certificates set forth above.
Upon receiving the final distribution
hereon, the Owner hereof is required to send this Certificate to
the Trustee. The Pooling and Servicing Agreement provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed canceled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE
UNDERLYING HOME EQUITY LOANS ARE INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS
PAYABLE IN INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO
FEBRUARY 25, 2005 (THE FIRST DISTRIBUTION DATE) BE LESS THAN ITS
ORIGINAL CERTIFICATE PRINCIPAL BALANCE.
NOTWITHSTANDING REFERENCES HEREIN TO
PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED
HEREBY.
This Certificate is one of a Class of
duly-authorized Certificates designated as Centex Home Equity Loan
Trust 2005-A, Centex Home Equity Loan Asset-Backed Certificates,
Class AV-3 (the “Class AV-3 Certificates”) and issued
under and subject to the terms, provisions and conditions of that
certain Pooling and Servicing Agreement dated as of January 1, 2005
(the “Pooling and Servicing Agreement”) by and among
Centex Home Equity Company, LLC, in its capacity as a seller (the
“Seller”) and as the servicer (the
“Servicer”), CHEC Funding, LLC, in its capacity as
depositor (the “Depositor”), Harwood Street Funding II,
LLC, as conduit seller (the “Conduit Seller”) and
JPMorgan Chase Bank, National Association, in its capacity as the
trustee (the “Trustee”), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance
hereof assents and by which such Owner is bound. Also issued
under the Pooling and Servicing Agreement are Certificates
designated as Centex Home Equity Loan Trust 2005-A Home Equity Loan
Asset-Backed Certificates, Class AF-1 (the “Class AF-1
Certificates”), Class AF-2 (the “Class AF-2
Certificates”), Class AF-3 (the “Class AF-3
Certificates”), Class AF-4 (the “Class AF-4
Certificates”), Class AF-5 (the “Class AF-5
Certificates”), Class AF-6 (the “Class AF-6
Certificates”), Class AV-1 (the “Class AV-1
Certificates”), Class AV-2 (the “Class AV-2
Certificates”), Class M-1 (the “Class M-1
Certificates”), Class M-2 (the “Class M-2
Certificates”), Class M-3 (the “Class M-3
Certificates”), Class M-4 (the “Class M-4
Certificates”), Class M-5 (the “Class M-5
Certificates”), Class M-6 (the “Class M-6
Certificates”), Class M-7 (the “Class M-7
Certificates”), Class B (the “Class B
Certificates”), Class X-IO (the “Class X-IO
Certificates”), and Class R (the “Class R
Certificates”). The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6
Certificates, the Class AV-1 Certificates, the Class AV-2
Certificates, the Class AV-3 Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5
Certificates, the Class M-6 Certificates, the Class M-7
Certificates and the Class B Certificates shall be together
referred to as the “Offered Certificates” and the
Offered Certificates, the Class X-IO Certificates and the Class R
Certificates are together referred to herein as the
“Certificates.” Terms capitalized herein and not
otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement.
On the 25th day of each month, or, if
such day is not a Business Day, then the next succeeding Business
Day (each such day being a “Distribution Date”)
commencing February 25, 2005, the Owners of the Class AV-3
Certificates as of the close of business on the Business Day
immediately preceding a Distribution Date, or if Definitive
Certificates have been issued, as of the close of business on the
last Business Day of the calendar month immediately preceding the
calendar month in which a Distribution Date occurs (the
“Record Date”) will be entitled to receive the Class
Principal Distribution Amount relating to such Certificates on such
Distribution Date. Distributions will be made in immediately
available funds to Owners of Certificates having an aggregate
original Certificate Principal Balance of at least $1,000,000 (by
wire transfer or otherwise) to the account of an Owner at a
domestic bank or other entity having appropriate facilities
therefor, if such Owner has so notified the Trustee, or by check
mailed to the address of the person entitled thereto as it appears
on the Register.
Each Owner of record of a Class AV-3
Certificate will be entitled to receive such Owner’s
Percentage Interest in the amounts due on such Distribution Date to
the Owners of the Class AV-3 Certificates. The Percentage
Interest of each Class AV-3 Certificate as of any date of
determination will be equal to the percentage obtained by dividing
the original Certificate Principal Balance of such Class AV-3
Certificate on the Startup Day by the aggregate Certificate
Principal Balance of the Class AV-3 Certificates on the Startup
Day.
The Trustee or any duly-appointed Paying
Agent will duly and punctually pay distributions with respect to
this Certificate in accordance with the terms hereof and the
Pooling and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a distribution to any Owner shall
be considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Home Equity Loans will be serviced by
the Servicer pursuant to the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement permits the Servicer to
enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and
administration of certain Home Equity Loans. No appointment
of any Sub-Servicer shall release the Servicer from any of its
obligations under the Pooling and Servicing Agreement.
This Certificate does not represent a
deposit or other obligation of, or an interest in, nor are the
underlying Home Equity Loans insured or guaranteed by, CHEC
Funding, LLC, Harwood Street Funding II, LLC or Centex Home Equity
Company, LLC or any of their Affiliates. This Certificate is
limited in right of payment to certain collections and recoveries
relating to the Home Equity Loans and amounts on deposit in the
Certificate Account and the Principal and Interest Account (except
as otherwise provided in the Pooling and Servicing Agreement), as
more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to
institute any proceeding, judicial or otherwise, with respect to
the Pooling and Servicing Agreement, or for the appointment of a
receiver or trustee, or for any other remedy under the Pooling and
Servicing Agreement except in compliance with the terms
thereof.
Notwithstanding any other provisions in
the Pooling and Servicing Agreement, the Owner of any Certificate
shall have the right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit for
the enforcement of any such distribution, and such right shall not
be impaired without the consent of such Owner.
The Pooling and Servicing Agreement
provides that the obligations created thereby will terminate upon
the payment to the Owners of all Certificates of all amounts held
by the Trustee and required to be paid to such Owners pursuant to
the Pooling and Servic
