DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% Date of Agreement and Cut-off Date: October 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, is a registered owner of a 100% Percentage Interest specified above in that certain beneficial ownership interest evidenced by all the Class [R-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia Bank, National Association (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Corporate Trust Office. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investor Trust Series MLCC 2005-3), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investor Trust Series MLCC 2005-3)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number _____number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the assignee named above, or , as its agent. MLMI Series 2005-A5, Class [B-_] Aggregate Certificate Principal Balance of Class [B-_] Certificates as of the Issue Date: $__________________ Pass Through Rate: __________ Denomination: $__________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Agreement and Cut-off Date: October June 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November July 25, 2005 Trustee: Wachovia Bank, National Association o, 2005 Issue Date: June 30, 2005 No. __ Issue Date: October 31, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [B-_] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-B-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia Bank, National Association (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-B-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [B-_] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentment the presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Trustee for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, (i) unless such transfer, transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Trustee, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2)F-3) under the 1933 Act, the Trustee and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the TrusteeTrustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement as Exhibit F-2) and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit F-2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Securities Administrator Trustee or the Depositor. The None of the Depositor, the Certificate Registrar or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder of this Class [R-_] Certificate desiring to effect such a transfer shall, and does hereby agree to, of this Certificate shall be required to indemnify the Trustee, the Securities Administrator Depositor, the Certificate Registrar and the Depositor Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (iiiii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A5), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A5)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________________________________, for the account of ________________________, account number _________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by ______________________________________________, the assignee named above, or __________________________, as its agent. Series MLCC 2005-3, Class [R-B-_] Percentage InterestAggregate Certificate Principal Balance of Class [B-_] Certificates as of the Issue Date: 100% $__________________ Pass Through Rate: __________ Denomination: $__________ Date of Agreement and Cut-off Date: October 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [B-_] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-B-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia Bank, National Association (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-B-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by or on behalf of the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [B-_] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment the presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Trustee for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, (i) unless such transfer, transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Act, (i) investment letter delivered to the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (Administrator, in substantially the form attached to the Agreement as Exhibit E-2)F-3) under the 1933 Act, the Securities Administrator and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the TrusteeSecurities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement as Exhibit F-2) and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit F-2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which investment letter shall not be an expense of the Securities Administrator or the Depositor. The None of the Depositor, the Certificate Registrar, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder of this Class [R-_] Certificate desiring to effect such a transfer shall, and does hereby agree to, of this Certificate shall be required to indemnify the Trustee, the Depositor, the Securities Administrator Administrator, the Certificate Registrar and the Depositor Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (iiiii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investor Trust Series MLCC 2005-3), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investor Trust Series MLCC 2005-3)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2006-HE4, Class M-[1][2][3][4][5][6][7][8][9][10] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October September 1, 2005 2006 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November October 25, 2005 2006 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31September 25, 2005 2006 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate first and second lien, fixed and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by of all the Class [R-_M-[1][2][3][4][5][6][7][8][9][10] Certificates in the Trust Fund REMIC III created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. ACE Securities Corp. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Loan Servicing, LLC as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9][10] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five (5) Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9][10] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the sum of (i) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amount, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Swap Agreement and the Cap Contracts, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Swap Provider and the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the sum of (i) the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off DateDate and (ii) the Original Pre-Funded Amount. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He4), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He4)
DISTRIBUTION INSTRUCTIONS. The assignee Assignee(s) should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to Address of the Assignee(s) for the purpose of receiving notices and distributions: ___________________________________________________________________________, for the account of ________________________, account number ________________, or. Distributions, if mailed being made by checkwire transfer in immediately available funds, to ____________________________________. Applicable statements should be mailed to _ for the account of ________________________________________________ account number ____________________. This information is provided by _____________________________________________, _ the assignee Assignee(s) named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% Date of Agreement and Cut-off Date: October 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ________________________ as its (their) agent. By: [Please print or type name(s)] Title: Taxpayer Identification Number: Cut-off Date: March 6, 2016 CUSIP: 36251GAS31 U0401RAJ12 36251GAT13 ISIN: US36251GAS304 USU0401RAJ155 US36251GAT136 No.: R-[1] This certifies that [_____] is a the registered owner of a 100% the Percentage Interest specified above in that certain beneficial ownership interest evidenced by all this Certificate in the distributions to be made from a Trust Fund with respect to the Class [R-_] Certificates A Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Fund created Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E and Class F Certificates (collectively with the Class R Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling Trust and Servicing Agreement, dated as specified above of March 18, 2016 (the “Trust and Servicing Agreement”), 1 For Rule 144A Certificates. 2 For Regulation S Certificates. 3 For IAI Certificates. 4 For Rule 144A Certificates. 5 For Regulation S Certificates. 6 For IAI Certificates. by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇ GS Mortgage InvestorsSecurities Corporation II, Inc. (hereinafter called the “as Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. National Association, as master servicer (in such capacityServicer, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia ▇▇▇▇▇ Fargo Bank, National Association (the “Association, as Special Servicer, ▇▇▇▇▇ Fargo Bank, National Association, as Certificate Administrator and Wilmington Trust, National Association, as Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement. This Certificate is issued under represents the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined, respectively, in Sections 860G(a)(2) and is subject to the terms, provisions and conditions 860D of the AgreementInternal Revenue Code of 1986, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is boundas amended. Pursuant to the terms of the Trust and Servicing Agreement, distributions the Certificate Administrator will be made distribute, on the 25th day of each month or, if such 25th day is not a Business Day, the 4th Business Day immediately following after each Determination Date, commencing in April 2016 (eacheach such date, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on as of the related Record Date, which will be the close of business on the last Business Day of the month preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to the product of such Person’s pro rata share (based on the Percentage Interest evidenced represented by this Certificate Certificate) of that portion of the aggregate amount of principal and the amount required to be distributed interest, any Yield Maintenance Default Premiums then distributable, if any, and any other amounts distributable to the Holders of the Class [R-_] R Certificates on for such Distribution Date pursuant to Date, all as more fully described in the Trust and Servicing Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of this such Certificate at the Corporate Trust Officelocation that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting in respect of the related Mortgage LoansTrust Loan, all as more specifically set forth herein and in the Trust and Servicing Agreement. This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator and Trustee. As provided in the Trust and Servicing Agreement, withdrawals from subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer of any Certificate, the Master Servicer Collection Account Certificate Administrator shall execute, authenticate and deliver, in the Distribution Account name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary. The Trust and Servicing Agreement may be made amended from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Special Servicer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or Companion Loan Holders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders of Certificates evidencing Percentage Interests aggregating of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the Trust Fund or of aggregate Percentage Interests constituting the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits Certificates, except that the amendment thereofmay not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required to be distributed on any Certificate; (2) alter in certain limited circumstancesany manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Loan Seller under the Loan Purchase Agreement without the consent of the Holders of any of Loan Seller, and the Certificates. As provided in the Agreement and subject to certain limitations set forth thereinTrustee, the transfer of this Certificate is registrable in Servicer, the Special Servicer or the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreementmay, duly endorsed bybut will not be obligated to, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory enter into any amendment to the Securities Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer, the Special Servicer or the Certificate Administrator under the Trust and Servicing Agreement. In addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Servicer, the Special Servicer and the Certificate Registrar duly executed byAdministrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any power granted to the Servicer, the Holder hereof Special Servicer, the Certificate Administrator, the Depositor, the Trustee or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests any other specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made person in accordance with the 1933 Act and laws. In amendment, will not result in the event imposition of any such transfer, made in reliance upon an exemption from federal income tax on the 1933 Act, (i) Trust or cause either the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be inLower-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Tier REMIC or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the Upper-Tier REMIC to cease fail to qualify as a REMIC or cause under the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of CertificatesCode. The Depositor, Trust and Servicing Agreement provides that the Master respective obligations and responsibilities of the Servicer, the Trustee, the Securities Administrator and the Certificate Registrar and any agent of the Depositor, the Master Special Servicer, the Trustee, the Securities Administrator or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice Depositor and the Trustee created thereby with respect to the contrary. This certificate shall be governed by and construed in accordance with Certificates (other than the laws obligation of the state Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and other than the indemnification rights and obligations of New York. The obligations created by the Agreement and the Trust Fund created thereby parties thereto) shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator and last action required to be paid to them taken by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the earlier later of (i) the final payment (on the Certificates or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (ii) the optional purchase by liquidation of the party designated Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Intercreditor Agreement or the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties and all other Collateral for the Whole Loan; provided, however, that in no event shall the Agreement at a price determined as provided in Trust continue beyond the Agreement expiration of 21 years from the Trust Fund death of all the Mortgage Loans and all property acquired in respect last survivor of such Mortgage Loans remaining thereinthe descendants of ▇▇▇▇▇▇ ▇. The Agreement permits, but does not require▇▇▇▇▇▇▇, the party designated in late ambassador of the Agreement United States to purchase from the Court of St. James’s, living on the date of execution of the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Servicing Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate Certificate of authentication hereon Authentication on this Certificate has been executed by the Securities AdministratorCertificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose. The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2005-SD2, Class M-[1][2][3][4][5] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Agreement Pooling and Cut-off DateServicing Agreement: October 1March 31, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November July 25, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. __ Cut-off Date: May 31, 2005 Issue Date: October 31June 29, 2005 No.___ CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, [Cede & Co.] is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. ACE Securities Corp. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Federal Bank FSB as a servicer (“Ocwen”), ▇▇▇▇▇ Fargo Bank, N.A. as a servicer (“▇▇▇▇▇ Fargo”) and Wachovia BankHSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. Certain of the Mortgage Loans are being serviced by Washington Mutual Mortgage Securities Corp. (“WMMSC”) and Select Portfolio Servicing, Inc. (“SPS,” together with Ocwen, ▇▇▇▇▇ Fargo and WMMSC, each a “Servicer” and together the “Servicers”) pursuant to separate servicing agreements. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]%, in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Cap Contract, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicers and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicers with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person Person using “Plan Assets Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicers and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar a Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicers nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off DateDate with respect to the exercise of such right by the Master Servicer, and 5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date with respect to the exercise of such right by Ocwen. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the Securities Administrator assumes no any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust Series 2005-Sd2)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. MLMI Series MLCC 2005-3A7, Class [R-_] Percentage Interest: 100% Date of Agreement and Cut-off Date: October September 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November October 25, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31September 30, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, is a registered owner of a 100% Percentage Interest specified above in that certain beneficial ownership interest evidenced by all the Class [R-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia Bank, National Association (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Corporate Trust Office. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator Trustee and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Trustee or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator Trustee (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A7)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3ASAP1, Class [R-_] Percentage InterestP Aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date: 100% Date of Agreement and $100.00 Cut-off DateDate and date of Pooling and Servicing Agreement: October 1, 2005 Denomination: $100.00 First Distribution Date: November 25, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Trustee: HSBC Bank USA, National Association Issue Date: October 31, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate rate, first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that that____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_] P Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Loan Servicing, LLC as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the last Business Day of the calendar month immediately preceding the month in which the related Distribution Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] P Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class P Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class P Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer, transfer is purportedly being made in reliance upon an exemption from Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit B-1, (iii) if such transfer is purportedly being made in reliance upon Rule 501(a) under the Securities Administrator and 1933 Act, written certifications from the Depositor shall require (a) Holder of the transferor Certificate desiring to certify in writing the facts surrounding effect the transfer (and from such Holder’s prospective transferee, substantially in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) B-2 and (biii) a written in all other cases, an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act without such registration or is being made pursuant to the 1933 Act, qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the Securities Administrator or in their respective capacities as such), together with copies of the Depositor. The written certification(s) of the Holder of this Class [R-_] the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer shall, and does hereby agree to, of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person Person using “Plan Assets Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, The Certificates are issuable in fully registered form only without coupons in Classes and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined denominations representing Percentage Interests specified in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R CertificatesAgreement. Notwithstanding the registration As provided in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and subject to any amendment certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the Agreement deemed necessary same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by counsel of the Depositor to ensure that Holder surrendering the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMICsame. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-Asap1)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2005-WF1, Class M-[1][2][3][4][5][6][7][8][9][10][11] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October July 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November August 25, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31July 29, 2005 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5][6][7][8][9][10][11] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), ) and Wachovia BankHSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9][10][11] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Cap Contracts, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee and the Securities Administrator and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp., Home Equity Loan Trust, Series 2005-Wf1)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 20052007-3SL2, Class [R-_] Percentage InterestP Aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date: 100% Date of Agreement and $100.00 Cut-off Date and date of Pooling and Servicing Agreement: July 1, 2007 Denomination: $100.00 First Distribution Date: October 1August 27, 2005 2007 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Trustee: HSBC Bank USA, National Association Issue Date: October 31August 20, 2005 CUSIP: __________ 2007 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate and adjustable-rate fixed rate, second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that that____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all of the Class [R-_] P Certificates in the Trust Fund REMIC III created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. National Association as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”), GMAC Mortgage, LLC as a servicer (“GMAC”; together with Ocwen, the “Servicers,” each a “Servicer”) and Wachovia BankHSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the last Business Day of the calendar month immediately preceding the month in which the related Distribution Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] P Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class P Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class P Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicers and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicers with the consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing, in which case, no consent shall be required) and of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates, but with the consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing, in which case, no consent shall be required). As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is purportedly being made in reliance upon Regulation S under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer and from such Holder’s prospective transferee, substantially in the form attached to the Agreement as Exhibit B-2, (iii) if such transfer is purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer and from such Holder’s prospective transferee, substantially in the form attached to the Agreement as Exhibit B-3 and (iv) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the Securities Administrator in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate shall be made except in accordance with Section 6.02(c) of the Agreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Insurer, each Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar such Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Insurer, any Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-Sl2)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2005-ASAP1, Class M-[1][2][3][4][5][6][7][8][9] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31, 2005 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5][6][7][8][9] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Loan Servicing, LLC as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Swap Agreement, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-Asap1)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number _____number___________, or, if mailed by check, to ____________________________________. , Applicable statements should be mailed to ___________________________________________________________________, . This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. MLMI Series MLCC 2005-3A6, Class [R-_C][P] Percentage Interest: [50]% [Adjustable Pass Through Rate] Initial Certificate [Notional][Principal] Amount of the Class [C][P] Certificates as of the Issue Date: $[ ][100% ] Aggregate Certificate [Notional][Principal] Amount of the Class [C][P] Certificates as of the Issue Date: $[ ][100] Date of Agreement and Cut-off Date: October 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. August 1, 2005 First Distribution Date: November 25September 26, 2005 Trustee: Wachovia Bank, National Association No. __ 1 Issue Date: October 31August 30, 2005 CUSIP: __________ [ ] evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate rate, fully amortizing mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate [Certificate Notional Amount of the Class C Certificates] [Certificate Principal Balance of the Class P Certificates] as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_C][P] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. Inc., as depositor (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. N.A., as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), ) and Wachovia Bank, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_C][P] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [C][P] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentment the presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Trustee for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 5166 2/3% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, (i) unless such transfer, transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Trustee, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2)F-2) under the 1933 Act, the Trustee and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the TrusteeTrustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement as Exhibit F-1) and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit F-2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Securities Administrator Trustee or the Depositor. The None of the Depositor, the Certificate Registrar or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder of this Class [R-_] Certificate desiring to effect such a transfer shall, and does hereby agree to, of this Certificate shall be required to indemnify the Trustee, the Securities Administrator Depositor, the Certificate Registrar and the Depositor Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (iiiii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Stated Principal Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A6)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2005-HE5, Class M-[1][2][3][4][5][6][7][8][9][10] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October August 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November September 25, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31August 26, 2005 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5][6][7][8][9][10] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and ), securities administrator (in such capacity, the “Securities Administrator”), ) and Wachovia Bankservicer (the “Servicer”) and HSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9][10] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9][10] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Cap Contracts, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust 2005-He5)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number _____number___________, or, if mailed by check, to ____________________________________. , Applicable statements should be mailed to ___________________________________________________________________, . This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3RM2, Class [R-_] Percentage InterestP Aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date: 100% Date of Agreement and $100.00 Cut-off Date and date of Pooling and Servicing Agreement: May 1, 2005 Denomination: $100.00 First Distribution Date: October 1June 25, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Trustee: HSBC Bank USA, National Association Issue Date: October 31May 26, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate rate, first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that that____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_] P Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. N.A., as master servicer (in such capacity, the “Master Servicer”) ), and securities administrator (in such capacity, the “Securities Administrator”), Saxon Mortgage Services, Inc. (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the last Business Day of the calendar month immediately preceding the month in which the related Distribution Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] P Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class P Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class P Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer, transfer is purportedly being made in reliance upon an exemption from Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit B-1, (iii) if such transfer is purportedly being made in reliance upon Rule 501(a) under the Securities Administrator and 1933 Act, written certifications from the Depositor shall require (a) Holder of the transferor Certificate desiring to certify in writing the facts surrounding effect the transfer (and from such Holder’s prospective transferee, substantially in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) B-2 and (biii) a written in all other cases, an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act without such registration or is being made pursuant to the 1933 Act, qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the Securities Administrator or in their respective capacities as such), together with copies of the Depositor. The written certification(s) of the Holder of this Class [R-_] the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer shall, and does hereby agree to, of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person Person using “Plan Assets Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, The Certificates are issuable in fully registered form only without coupons in Classes and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined denominations representing Percentage Interests specified in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R CertificatesAgreement. Notwithstanding the registration As provided in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and subject to any amendment certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the Agreement deemed necessary same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by counsel of the Depositor to ensure that Holder surrendering the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMICsame. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Stated Principal Balance of the Mortgage Loans at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust 2005-Rm2)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3SD3, Class [R-_] R Aggregate Percentage InterestInterest of the Class R Certificates as of the Issue Date: 100100.00% Date of Agreement Pooling and Cut-off DateServicing Agreement: October 131, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25December 26, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. __ Issue Cut-off Date: October 31, 2005 CUSIPIssue Date: ________November 30, 2005 No __ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-familyfamily AND FIVE-FAMILY, fixed-rate fixed and adjustable-rate rate, first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified set forth above in that certain beneficial ownership interest evidenced by all the Class [R-_] R Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. ACE Securities Corp. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”), ▇▇▇▇▇ Fargo Bank, N.A. as a servicer (“▇▇▇▇▇ Fargo” each of ▇▇▇▇▇ Fargo and Wachovia BankOcwen, a “Servicer” and together, the “Servicers”) and HSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. Certain of the Mortgage Loans are being serviced by Washington Mutual Bank (“WAMU,” together with Ocwen and ▇▇▇▇▇ Fargo, each a “Servicer” and together the “Servicers”) pursuant to a separate servicing agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the last Business Day of the calendar month immediately preceding the month in which the related Distribution Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] R Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class R Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a the Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicers and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicers with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund Voting Rights (or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner modifies the rights of the CertificateholdersSwap Provider under the Agreement, with the consent of the Swap Provider). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from made pursuant to an effective registration statement under the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer, transfer is purportedly being made in reliance upon an exemption from Rule 144A under the 1933 Act, (i) written certifications from the Securities Administrator Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form forms attached to the Agreement as Exhibit E-2)B-1, and the transferee to execute (ii) in all other cases, an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act without such registration or is being made pursuant to the 1933 Act, qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the Securities Administrator or in their respective capacities as such), together with copies of the Depositor. The written certification(s) of the Holder of this Class [R-_] the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer shall, and does hereby agree to, of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person Person using “Plan Assets Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d) 6.02 of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a representing the beneficial ownership of the residual interest interests in a REMICeach of REMIC I and REMIC II, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 6.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any portion of the REMIC Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the any REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicers and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar a Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicers nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the Securities Administrator assumes no any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Ace Securities Corp. Home Equity Loan Trust, Series 2005-Sd3)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. MLMI Series MLCC 2005-3A4, Class [R-_] Percentage Interest: 100% Date of Agreement and Cut-off Date: October May 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25June 27, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31June 3, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, is a registered owner of a 100% Percentage Interest specified above in that certain beneficial ownership interest evidenced by all the Class [R-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia Bank, National Association (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-R_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Corporate Trust Office. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator Trustee and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Trustee or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator Trustee (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R [R-_] Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10less than 1% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A4)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number _____number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the assignee named above, or , as its agent. Series MLMI 2005-A10, Class [B-_] Aggregate Certificate Principal Balance of Class [B-_] Certificates as of the Issue Date: $__________________ Pass Through Rate: __________ Denomination: $__________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Agreement and Cut-off Date: October December 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November January 25, 2005 2006 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31December 22, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [B-_] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-B-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia Bank, National Association (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-B-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by or on behalf of the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [B-_] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment the presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Trustee for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, (i) unless such transfer, transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Act, (i) investment letter delivered to the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (Administrator, in substantially the form attached to the Agreement as Exhibit E-2)F-3) under the 1933 Act, the Securities Administrator and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the TrusteeSecurities Administrator or the Depositor or (ii) the Securities Administrator shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement as Exhibit F-2) and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit F-2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator certifying to the Depositor and the Securities Administrator the facts surrounding such transfer, which investment letter shall not be an expense of the Securities Administrator or the Depositor. The None of the Depositor, the Certificate Registrar, the Securities Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder of this Class [R-_] Certificate desiring to effect such a transfer shall, and does hereby agree to, of this Certificate shall be required to indemnify the Trustee, the Depositor, the Securities Administrator Administrator, the Certificate Registrar and the Depositor Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (iiiii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrilll Lynch Mortgage Investors Trust, Series 2005-A10)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3SD3, Class [R-_] CE-2 Aggregate Percentage Interest: 100% Date Interest of Agreement and Cut-off the Class CE-2 Certificates as of the Issue Date: October 1, 2005 100.00% Pass-Through Rate: Variable Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. Date of Pooling and Servicing Agreement: October 31, 2005 Trustee: HSBC Bank USA, National Association First Distribution Date: November 25December 26, 2005 TrusteeIssue Date: Wachovia BankNovember 30, National Association No. __ Issue 2005 Cut-off Date: October 31, 2005 CUSIP: ________No. __ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family and five-family, fixed-rate fixed and adjustable-rate rate, first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified set forth above in that certain beneficial ownership interest evidenced by all the Class [R-_] CE-2 Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. ACE Securities Corp. as depositor (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”), ▇▇▇▇▇ Fargo Bank, N.A. as a servicer (“▇▇▇▇▇ Fargo”) and Wachovia BankHSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. Certain of the Mortgage Loans are being serviced by Washington Mutual Bank (“WAMU,” together with Ocwen and ▇▇▇▇▇ Fargo, each a “Servicer” and together the “Servicers”) pursuant to a separate servicing agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Interest on this Certificate will accrue during the month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the Notional Balance hereof at a per annum rate equal to the applicable Pass-Through Rate as set forth in the Agreement. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the last Business Day of the calendar month immediately preceding the month in which the related Distribution Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] CE-2 Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class CE-2 Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicers and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicers with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund Voting Rights (or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner modifies the rights of the CertificateholdersSwap Provider under the Agreement, with the consent of the Swap Provider). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from made pursuant to an effective registration statement under the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer, transfer is purportedly being made in reliance upon an exemption from Rule 144A or Regulation S under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit B-1, (iii) if such transfer is purportedly being made in reliance upon Rule 501(a) under the Securities Administrator and 1933 Act, written certifications from the Depositor shall require (a) Holder of the transferor Certificate desiring to certify in writing the facts surrounding effect the transfer (and from such Holder’s prospective transferee, substantially in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) B-2 and (biii) a written in all other cases, an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act without such registration or is being made pursuant to the 1933 Act, qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the Securities Administrator or in their respective capacities as such), together with copies of the Depositor. The written certification(s) of the Holder of this Class [R-_] the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer shall, and does hereby agree to, of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person Person using “Plan Assets Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, The Certificates are issuable in fully registered form only without coupons in Classes and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined denominations representing Percentage Interests specified in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R CertificatesAgreement. Notwithstanding the registration As provided in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and subject to any amendment certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the Agreement deemed necessary same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by counsel of the Depositor to ensure that Holder surrendering the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMICsame. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicers and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar a Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicers nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect hereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the Securities Administrator assumes no any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Ace Securities Corp. Home Equity Loan Trust, Series 2005-Sd3)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number _____number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the assignee named above, or , as its agent. Series 2005-RM2, Class M-[1][2][3][4][5][6][7][8][9][10][11] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $_______________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October May 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November June 25, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31May 26, 2005 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5][6][7][8][9][10][11] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Saxon Mortgage Services, Inc., as a servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9][10][11] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Cap Contracts, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Stated Principal Balance of the Mortgage Loans at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust 2005-Rm2)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3HE3, Class [R-_] Percentage InterestP Aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date: 100% Date of Agreement and $100.00 Cut-off Date and date of Pooling and Servicing Agreement: April 1, 2005 Denomination: $100.00 First Distribution Date: October 1May 25, 2005 Master Servicer: ▇▇We▇▇▇ Fargo ▇argo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Trustee: HSBC Bank USA, National Association Issue Date: October 31April 28, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate rate, first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that that____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_] P Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇We▇▇▇ Fargo ▇argo Bank, N.A. N.A., as master servicer (in such capacity, the “Master Servicer”) ), and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Federal Bank FSB, as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the last Business Day of the calendar month immediately preceding the month in which the related Distribution Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] P Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class P Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class P Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer, transfer is purportedly being made in reliance upon an exemption from Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit B-1, (iii) if such transfer is purportedly being made in reliance upon Rule 501(a) under the Securities Administrator and 1933 Act, written certifications from the Depositor shall require (a) Holder of the transferor Certificate desiring to certify in writing the facts surrounding effect the transfer (and from such Holder’s prospective transferee, substantially in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) B-2 and (biii) a written in all other cases, an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act without such registration or is being made pursuant to the 1933 Act, qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the Securities Administrator or in their respective capacities as such), together with copies of the Depositor. The written certification(s) of the Holder of this Class [R-_] the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer shall, and does hereby agree to, of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person Person using “Plan Assets Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, The Certificates are issuable in fully registered form only without coupons in Classes and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined denominations representing Percentage Interests specified in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R CertificatesAgreement. Notwithstanding the registration As provided in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and subject to any amendment certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the Agreement deemed necessary same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by counsel of the Depositor to ensure that Holder surrendering the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMICsame. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Stated Principal Balance of the Mortgage Loans at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off DateDate (which includes the Identified Subsequent Mortgage Loans). The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Trust 2005-He3)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or as its agent. Series 2005-HE3, Class M-[1][2][3][4][5][6][7][8][9] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________ Date of Pooling and Servicing Agreement and Cut-off Date: April 1, 2005 Master Servicer: We▇▇▇ ▇argo Bank, N.A. First Distribution Date: May 25, 2005 Trustee: HSBC Bank USA, National Association No.___ Issue Date: April 28, 2005 CUSIP:_________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% Date of Agreement and Cut-off Date: October 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5][6][7][8][9] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇We▇▇▇ Fargo ▇argo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Federal Bank FSB as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date (which includes the Identified Subsequent Mortgage Loans), or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Cap Contracts, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Stated Principal Balance of the Mortgage Loans at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off DateDate (which includes the Identified Subsequent Mortgage Loans). The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Trust 2005-He3)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2005-HE6, Class M-[1][2][3][4][5][6][7][8][9][10][11] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October September 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November October 25, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31September 28, 2005 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5][6][7][8][9][10][11] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Loan Servicing, LLC as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9][10][11] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Swap Agreement, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-He6)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. MLMI Series 2005-A4, Class [B-_] Aggregate Certificate Principal Balance of Class [B-_] Certificates as of the Issue Date: $__________________ Pass Through Rate: __________ Denomination: $_________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Agreement and Cut-off Date: October May 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25June 27, 2005 Trustee: Wachovia Bank, National Association Issue Date: June 3, 2005 No. __ Issue Date: October 31, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [B-_] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-B-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia Bank, National Association (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-B-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [B-_] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentment the presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Trustee for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, (i) unless such transfer, transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Trustee, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2)F-3) under the 1933 Act, the Trustee and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the TrusteeTrustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement as Exhibit F-2) and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit F-2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Securities Administrator Trustee or the Depositor. The None of the Depositor, the Certificate Registrar or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder of this Class [R-_] Certificate desiring to effect such a transfer shall, and does hereby agree to, of this Certificate shall be required to indemnify the Trustee, the Securities Administrator Depositor, the Certificate Registrar and the Depositor Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (iiiii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10less than 1% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A4)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3HE2, Class [R-_] Percentage InterestP Aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date: 100% Date of Agreement and $100.00 Cut-off Date and date of Pooling and Servicing Agreement: March 1, 2005 Denomination: $100.00 First Distribution Date: October 1April 25, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia Bank, National Association No. __ Trustee: HSBC Bank USA, National Association Issue Date: October 31March 29, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate rate, first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that that____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_] P Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. N.A., as master servicer (in such capacity, the “Master Servicer”) ), and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Federal Bank FSB, as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the last Business Day of the calendar month immediately preceding the month in which the related Distribution Date occurs (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] P Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class P Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class P Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer, transfer is purportedly being made in reliance upon an exemption from Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit B-1, (iii) if such transfer is purportedly being made in reliance upon Rule 501(a) under the Securities Administrator and 1933 Act, written certifications from the Depositor shall require (a) Holder of the transferor Certificate desiring to certify in writing the facts surrounding effect the transfer (and from such Holder’s prospective transferee, substantially in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) B-2 and (biii) a written in all other cases, an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act without such registration or is being made pursuant to the 1933 Act, qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the Securities Administrator or in their respective capacities as such), together with copies of the Depositor. The written certification(s) of the Holder of this Class [R-_] the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer shall, and does hereby agree to, of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person Person using “Plan Assets Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, The Certificates are issuable in fully registered form only without coupons in Classes and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined denominations representing Percentage Interests specified in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R CertificatesAgreement. Notwithstanding the registration As provided in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and subject to any amendment certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the Agreement deemed necessary same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by counsel of the Depositor to ensure that Holder surrendering the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMICsame. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Stated Principal Balance of the Mortgage Loans at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust Series 2005-He2)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2006-HE1, Class M-[1][2][3][4][5][6][7][8][9][10] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October February 1, 2005 2006 Master Servicer: ▇W▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25March 27, 2005 2006 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31February 28, 2005 2006 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate first and second lien, fixed and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by of all the Class [R-_M-[1][2][3][4][5][6][7][8][9][10] Certificates in the Trust Fund REMIC III created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇W▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), W▇▇▇▇ Fargo Bank, N.A. as a servicer (“W▇▇▇▇ Fargo”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen,” together with W▇▇▇▇ Fargo, each a “Servicer” and Wachovia Banktogether the “Servicers”) and HSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9][10] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five (5) Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9][10] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Swap Agreement, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account Accounts and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicers and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicers with the consent of the Swap Provider, the Insurer and the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicers and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar a Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicers nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He1)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3AG1, Class [R-_R][R-X] Aggregate Percentage InterestInterest of the Class [R][R-X] Certificates as of the Issue Date: 100100.00% Date of Pooling and Servicing Agreement and Cut-off Date: October 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. No __ Issue Date: October 3128, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [R][R-X] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_R][R-X] Certificates in the Trust Fund REMIC [III][VI] created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), ▇▇▇▇▇▇ Loan Servicing LP as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_R][R-X] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [R][R-X] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, the Securities Administrator shall require receipt of (i) if such transfer, transfer is purportedly being made in reliance upon an exemption from Rule 144A under the 1933 Act, (i) written certifications from the Securities Administrator Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form forms attached to the Agreement as Exhibit E-2)B-1, and the transferee to execute (ii) in all other cases, an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act without such registration or is being made pursuant to the 1933 Act, qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the Securities Administrator or in their respective capacities as such), together with copies of the Depositor. The written certification(s) of the Holder of this Class [R-_] the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer shall, and does hereby agree to, of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person Person using “Plan Assets Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d) 6.02 of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R [R][R-X] Certificates have been designated as a representing the beneficial ownership of the residual interest interests in a REMICeach of [REMIC I and REMIC II][REMIC IV and REMIC V], (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R [R][R-X] Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 6.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any portion of the REMIC Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the any REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to (i) 10% or less of the aggregate Stated Scheduled Principal Balance of the Mortgage Loans as of the Cut-off DateDate with respect to the exercise of the optional termination right by the Servicer and (ii) 5% of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date with respect to the exercise of the optional termination right by the Master Servicer. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-Ag1)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number _____number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the assignee named above, or , as its agent. MLMI Series 2005-A3, Class [B-_] Aggregate Certificate Principal Balance of Class [B-_] Certificates as of the Issue Date: $__________________ Pass Through Rate: __________ Denomination: $__________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Agreement and Cut-off Date: October May 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25June 27, 2005 Trustee: Wachovia Bank, National Association o, 2005 Issue Date: May 26, 2005 No. __ Issue Date: October 31, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate rate, fully amortizing mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [B-_] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-B-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. Inc., as depositor (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. N.A., as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), ) and Wachovia Bank, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-B-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [B-_] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentment the presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Trustee for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, (i) unless such transfer, transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Trustee, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2)F-3) under the 1933 Act, the Trustee and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the TrusteeTrustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement as Exhibit F-2) and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit F-2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Securities Administrator Trustee or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Certificate Registrar and any agent None of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Certificate Registrar or the Certificate Registrar may treat Trustee is obligated to register or qualify the Person in whose name this Certificate is registered as Class of Certificates specified on the owner face hereof for all purposes, and none of under the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment (1933 Act or any advance with respect thereto) on other securities law or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does to take any action not require, the party designated in otherwise required under the Agreement to purchase from permit the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise transfer of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.Certificates without registration or
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A3)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2005-SL1, Class M-[1][2][3][4][5][6][7] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October August 1, 2005 Master Servicer: ▇W▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25September 26, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31August 29, 2005 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate and adjustable-rate fixed -rate second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5][6][7] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇W▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), GMAC Mortgage Corporation as a servicer ( “GMAC”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen,” together with GMAC, each a “Servicer” and Wachovia Banktogether the “Servicers”) and HSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five (5) Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) [____]%, in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account Accounts and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicers and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicers with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicers and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar a Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicers nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Scheduled Principal Balance of the Mortgage Loans (and properties acquired in respect thereof) at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-Sl1)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________________________________, for the account of ________________________, account number _________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by ______________________________________________, the assignee named above, or __________________________, as its agent. MLMI Series MLCC 2005-3A7, Class [R-B-_] Percentage InterestAggregate Certificate Principal Balance of Class [B-_] Certificates as of the Issue Date: 100% $__________________ Pass Through Rate: __________ Denomination: $__________ Date of Agreement and Cut-off Date: October September 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November October 25, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31September 30, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [B-_] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-B-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and Wachovia Bank, National Association (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-B-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [B-_] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentment the presentation and surrender of this Certificate at the Corporate Trust Officeoffice or agency appointed by the Trustee for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, (i) unless such transfer, transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Trustee, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2)F-3) under the 1933 Act, the Trustee and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the TrusteeTrustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement as Exhibit F-2) and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit F-2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Securities Administrator Trustee or the Depositor. The None of the Depositor, the Certificate Registrar or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder of this Class [R-_] Certificate desiring to effect such a transfer shall, and does hereby agree to, of this Certificate shall be required to indemnify the Trustee, the Securities Administrator Depositor, the Certificate Registrar and the Depositor Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (iiiii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A7)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number _____number___________, or, if mailed by check, to ____________________________________. , Applicable statements should be mailed to ___________________________________________________________________, . This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. MLMI Series MLCC 2005-3A6, Class [R-_] Percentage InterestR Aggregate Certificate Principal Balance of the Class R Certificates as of the Issue Date: 100% $100 Date of Agreement and Cut-off Date: October August 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25September 26, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31August 30, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate rate, fully amortizing mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, is a registered owner of a 100% Percentage Interest specified above in that certain beneficial ownership interest evidenced by all the Class [R-_] R Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. Inc., as depositor (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. N.A., as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), ) and Wachovia Bank, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_] R Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Principal Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Corporate Trust Office. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Class [R-_] R Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator Trustee and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator Trustee or the Depositor. The Holder of this Class [R-_] R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator Trustee (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A6)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. Series 2005-HE2, Class M-[1][2][3][4][5][6][7][8][9][10] Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date: $______________ Pass-Through Rate: Variable Denomination: $______________________________________________________________, for the account of ________________________, account number ________________, or, if mailed by check, to ____________________________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Pooling and Servicing Agreement and Cut-off Date: October March 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November April 25, 2005 Trustee: Wachovia BankHSBC Bank USA, National Association No. .___ Issue Date: October 31March 29, 2005 CUSIP: :_________________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional one- to four-family, fixed-rate fixed and adjustable-rate first and second lien mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-_M-[1][2][3][4][5][6][7][8][9][10] Certificates in the Trust Fund REMIC II created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage InvestorsACE Securities Corp., Inc. as depositor (hereinafter called the “Depositor,” ”, which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), Ocwen Federal Bank FSB as servicer (the “Servicer”) and Wachovia BankHSBC Bank USA, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-_M-[1][2][3][4][5][6][7][8][9][10] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class M-[1][2][3][4][5][6][7][8][9][10] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentment presentation and surrender of this Certificate at the Corporate office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust OfficeFund is reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Asset Backed Pass-Through Certificates Certificate of the Series specified on the face hereof (hereinafter herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage LoansLoans and payments received pursuant to the Cap Contracts, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the CertificatesCertificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided thereintherein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Trustee Servicer and the rights of the Holders of the Certificates Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Trustee, the Securities Administrator and the Trustee, Servicer with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51entitled to at least 66% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of the CertificateholdersVoting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth thereinforth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition Any transferee of this Class [R-_] Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer, made in reliance upon an exemption from the 1933 Act, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2), and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee, the Securities Administrator or the Depositor. The Holder of this Class [R-_] Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Securities Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except deemed to make the representations set forth in accordance with Section 5.02(d6.02(c) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator and Administrator, the Certificate Registrar Servicer and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Certificate Registrar Servicer may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar Servicer nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates Certificateholders of all amounts held by or on behalf of the Securities Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund REMIC I and (ii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining thereinLoans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Stated Principal Balance of the Mortgage Loans at the time of purchase being less than or equal to 10% or less of the aggregate Stated Principal Balance principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee assumes no nor the Securities Administrator assume any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities Administrator, Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust Series 2005-He2)
DISTRIBUTION INSTRUCTIONS. The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________________________, for the account of ________________________, account number _____number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the assignee named above, or , as its agent. MLMI Series 2005-A6, Class [B-_] Aggregate Certificate Principal Balance of Class [B-_] Certificates as of the Issue Date: $__________________ Pass Through Rate: __________ Initial Class Certificate Principal Balance of this Class [B-_] Certificate as of the Issue Date: $___________________. Applicable statements should be mailed to ___________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ________________________, as its agent. Series MLCC 2005-3, Class [R-_] Percentage Interest: 100% _ Date of Agreement and Cut-off Date: October August 1, 2005 Master Servicer: ▇▇▇▇▇ Fargo Bank, N.A. First Distribution Date: November 25September 26, 2005 Trustee: Wachovia Bank, National Association No. __ Issue Date: October 31August 30, 2005 CUSIP: __________ evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of one-conventional, one- to four-family, fixed-rate and adjustable-rate rate, fully amortizing mortgage loans secured by first liens on residential property (the “Mortgage Loans”) formed and sold by This certifies that ____________________, _ is a the registered owner of a 100% Percentage Interest specified above (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [B-_] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [R-B-_] Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. Inc., as depositor (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), ▇▇▇▇▇ Fargo Bank, N.A. N.A., as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), ) and Wachovia Bank, National Association Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class [R-B-_] Certificates on such Distribution Date pursuant to the Agreement. This Certificate does not have a Class Certificate Balance or Pass-Through Rate and will be entitled to All distributions only to the extent set forth in Holder of this Certificate under the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class [B-_] Certificates, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentment the presentation and surrender of this Certificate at the Corporate office or agency appointed by the Trustee for that purpose as provided in the Agreement. [As described above, each transferee of a Class [B-_] Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a Plan Investor or investing with Plan assets, (ii) it has acquired and is holding such certificate in reliance on the Prohibited Transaction Exemption 90-29 issued by the Department of Labor, as amended (“Exemption”), and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, ▇▇▇▇▇’▇ or S&P, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.] [If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of Section 5.02(d) of the Agreement, then the last preceding Transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. The Trustee shall be under no liability to any Person for making any payments due on such Certificate to such preceding Transferee.] [Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in Section 5.02(d) of the Agreement shall indemnify and hold harmless the Depositor, the Trustee, the Servicer and the Trust Office. Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.] This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (hereinafter called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the related Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the related Mortgage Loans. The Agreement permits, with certain exceptions and conditions provided therein, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee and the rights of the Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer, the Securities Administrator Servicer and the Trustee, with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Agreement or of modifying in any manner the rights of the Certificateholders. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition transfer of this Class [R-_] Certificate shall be made unless such disposition the transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with the 1933 Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of any this Certificate is to be made without registration or qualification, (i) unless such transfer, transfer is made in reliance upon an exemption from Rule 144A (as evidenced by the 1933 Actinvestment letter delivered to the Trustee, (i) the Securities Administrator and the Depositor shall require (a) the transferor to certify in writing the facts surrounding the transfer (in substantially the form attached to the Agreement as Exhibit E-2)F-3) under the 1933 Act, the Trustee and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit E-1) and (b) Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Securities Administrator Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the TrusteeTrustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement as Exhibit F-2) and the transferee to execute an investment letter (in substantially the form attached to the Agreement as Exhibit F-2) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Securities Administrator Trustee or the Depositor. The None of the Depositor, the Certificate Registrar or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder of this Class [R-_] Certificate desiring to effect such a transfer shall, and does hereby agree to, of this Certificate shall be required to indemnify the Trustee, the Securities Administrator Depositor, the Certificate Registrar and the Depositor Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause the REMIC to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the laws of the state of New York. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment (or provision for payment) to the Holders of the Certificates of all amounts held by or on behalf of the Securities Administrator Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to zero, (ii) the final payment (or any advance with respect thereto) on or other liquidation of the last Mortgage Loan remaining in the Trust Fund and (iiiii) the optional purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans remaining therein. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining therein at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Loan Balance of the Mortgage Loans at the time of purchase being 10% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Securities AdministratorCertificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-A6)