FINANCIAL ASSET SECURITIES CORP., Depositor COUNTRYWIDE HOME LOANS SERVICING LP GMAC MORTGAGE CORPORATION, Servicers and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of October 1, 2005 Soundview Home Loan...
FINANCIAL ASSET SECURITIES CORP.,
Depositor
COUNTRYWIDE HOME LOANS SERVICING LP
GMAC MORTGAGE CORPORATION,
Servicers
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2005
___________________________
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates, Series 2005-B
Table of Contents
ARTICLE I
DEFINITIONS
SECTION 1.01 |
Defined Terms. |
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SECTION 1.02 |
Accounting. |
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SECTION 1.03 |
Allocation of Certain Interest Shortfalls. | ||
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 |
Conveyance of Mortgage Loans. |
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SECTION 2.02 |
Acceptance by Trustee. |
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SECTION 2.03 |
Repurchase or Substitution of Mortgage Loans by an Originator or the Seller. | ||||||
SECTION 2.04 |
[Reserved]. |
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SECTION 2.05 |
Representations, Warranties and Covenants of GMACM. |
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SECTION 2.06 |
Representations and Warranties of the Depositor. |
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SECTION 2.07 |
Issuance of Certificates. |
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SECTION 2.08 |
[Reserved]. |
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SECTION 2.09 |
Acceptance of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 by the Trustee; Conveyance of REMIC 1 Regular Interests, Class C Interest and Class P Interest; Issuance of Certificates. |
ARTICLE III
ADMINISTRATION AND SERVICING OF THE GMACM MORTGAGE LOANS
SECTION 3.01 |
GMACM to Act as Servicer. |
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SECTION 3.02 |
Sub-Servicing Agreements Between Servicer and Sub-Servicers. |
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SECTION 3.03 |
Successor Sub-Servicers. |
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SECTION 3.04 |
Liability of GMACM. |
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SECTION 3.05 |
No Contractual Relationship Between Sub-Servicers and the Trustee or Certificateholders. | ||||||||||||||||||||
SECTION 3.06 |
Assumption or Termination of Sub-Servicing Agreements by Trustee. |
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SECTION 3.07 |
Collection of Certain Mortgage Loan Payments. |
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SECTION 3.08 |
Sub-Servicing Accounts. |
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SECTION 3.09 |
Collection of Taxes, Assessments and Similar Items; Escrow Accounts. |
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SECTION 3.10 |
Collection Account and Distribution Account. |
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SECTION 3.11 |
Withdrawals from the Collection Account and Distribution Account. |
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SECTION 3.12 |
Investment of Funds in the Collection Account and the Distribution Account. |
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SECTION 3.13 |
[Reserved]. |
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SECTION 3.14 |
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage. |
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SECTION 3.15 |
Enforcement of Due-On-Sale Clauses; Assumption Agreements. |
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SECTION 3.16 |
Realization Upon Defaulted Mortgage Loans. |
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SECTION 3.17 |
Trustee to Cooperate; Release of Mortgage Files. |
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SECTION 3.18 |
Servicing Compensation. |
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SECTION 3.19 |
Reports to the Trustee; Collection Account Statements. |
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SECTION 3.20 |
Statement as to Compliance. |
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SECTION 3.21 |
Independent Public Accountants’ Servicing Report. |
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SECTION 3.22 |
Access to Certain Documentation; Filing of Reports by Trustee. |
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SECTION 3.23 |
Title, Management and Disposition of REO Property. |
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SECTION 3.24 |
Obligations of GMACM in Respect of Prepayment Interest Shortfalls. |
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SECTION 3.25 |
[Reserved]. |
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SECTION 3.26 |
Obligations of GMACM in Respect of Mortgage Rates and Monthly Payments. | |||||
SECTION 3.27 |
Solicitations. |
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ARTICLE IV
FLOW OF FUNDS
SECTION 4.01 |
Distributions. |
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SECTION 4.02 |
[Reserved]. |
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SECTION 4.03 |
Statements. |
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SECTION 4.04 |
Remittance Reports; Advances. |
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SECTION 4.05 |
[Reserved]. |
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SECTION 4.06 |
[Reserved]. |
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SECTION 4.07 |
Net WAC Rate Carryover Reserve Account. |
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SECTION 4.08 |
Distributions on the REMIC Regular Interests. | |||||
SECTION 4.09 |
Allocation of Realized Losses. |
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ARTICLE V
THE CERTIFICATES
SECTION 5.01 |
The Certificates. |
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SECTION 5.02 |
Registration of Transfer and Exchange of Certificates. | ||||
SECTION 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates. |
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SECTION 5.04 |
Persons Deemed Owners. |
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SECTION 5.05 |
Appointment of Paying Agent. |
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ARTICLE VI
GMACM aND THE DEPOSITOR
SECTION 6.01 |
Liability of GMACM and the Depositor. |
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SECTION 6.02 |
Merger or Consolidation of, or Assumption of the Obligations of, GMACM or the Depositor. | ||||||
SECTION 6.03 |
Limitation on Liability of GMACM and Others. |
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SECTION 6.04 |
GMACM Not to Resign. |
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SECTION 6.05 |
Delegation of Duties. |
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SECTION 6.06 |
Reserved. |
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SECTION 6.07 |
Inspection. |
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ARTICLE VII
DEFAULT
SECTION 7.01 |
Servicer Events of Termination. |
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SECTION 7.02 |
Trustee to Act; Appointment of Successor. | ||||
SECTION 7.03 |
Waiver of Defaults. |
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SECTION 7.04 |
Notification to Certificateholders. |
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SECTION 7.05 |
Survivability of Servicer Liabilities. |
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ARTICLE VIII
THE TRUSTEE
SECTION 8.01 |
Duties of Trustee. |
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SECTION 8.02 |
Certain Matters Affecting the Trustee. |
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SECTION 8.03 |
Trustee Not Liable for Certificates or Mortgage Loans. |
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SECTION 8.04 |
Trustee May Own Certificates. |
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SECTION 8.05 |
Trustee Compensation and Expenses. |
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SECTION 8.06 |
Eligibility Requirements for Trustee. |
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SECTION 8.07 |
Resignation or Removal of Trustee. |
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SECTION 8.08 |
Successor Trustee. |
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SECTION 8.09 |
Merger or Consolidation of Trustee. |
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SECTION 8.10 |
Appointment of Co-Trustee or Separate Trustee. |
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SECTION 8.11 |
Limitation of Liability. |
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SECTION 8.12 |
Trustee May Enforce Claims Without Possession of Certificates. | |||||||||||||
SECTION 8.13 |
Suits for Enforcement. |
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SECTION 8.14 |
Waiver of Bond Requirement. |
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SECTION 8.15 |
Waiver of Inventory, Accounting and Appraisal Requirement. |
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ARTICLE IX
REMIC ADMINISTRATION
SECTION 9.01 |
REMIC Administration. |
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SECTION 9.02 |
Prohibited Transactions and Activities. |
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SECTION 9.03 |
Indemnification with Respect to Certain Taxes and Loss of REMIC Status. | ||
ARTICLE X
TERMINATION
SECTION 10.01 |
Termination. |
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SECTION 10.02 |
Additional Termination Requirements. |
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 |
Amendment. |
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SECTION 11.02 |
Recordation of Agreement; Counterparts. |
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SECTION 11.03 |
Limitation on Rights of Certificateholders. | ||||||||||
SECTION 11.04 |
Governing Law; Jurisdiction. |
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SECTION 11.05 |
Notices. |
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SECTION 11.06 |
Severability of Provisions. |
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SECTION 11.07 |
Article and Section References. |
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SECTION 11.08 |
Notice to the Rating Agencies. |
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SECTION 11.09 |
Further Assurances. |
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SECTION 11.10 |
Benefits of Agreement. |
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SECTION 11.11 |
Acts of Certificateholders. |
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Exhibits:
Exhibit A-1A |
Form of Class A-1 Certificates |
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Exhibit A-1B |
Form of Class A-2 Certificates |
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Exhibit A-2 |
Form of Class M-1 Certificates |
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Exhibit A-3 |
Form of Class M-2 Certificates |
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Exhibit A-4 |
Form of Class M-3 Certificates |
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Exhibit A-5 |
Form of Class M-4 Certificates |
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Exhibit A-6 |
Form of Class M-5 Certificates |
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Exhibit A-7 |
Form of Class M-6 Certificates |
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Exhibit A-8 |
Form of Class M-7 Certificates |
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Exhibit A-9 |
Form of Class M-8 Certificates |
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Exhibit A-10 |
Form of Class M-9 Certificates |
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Exhibit A-11 |
Form of Class M-10 Certificates |
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Exhibit A-12 |
Form of Class M-11 Certificates |
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Exhibit A-13 |
Form of Class M-12 Certificates |
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Exhibit A-14 |
Form of Class M-13 Certificates |
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Exhibit A-15 |
Form of Class M-14 Certificates |
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Exhibit A-16 |
Form of Class M-15 Certificates |
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Exhibit A-17 |
Form of Class C Certificates |
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Exhibit A-18 |
Form of Class P Certificates |
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Exhibit A-19 |
Form of Class R Certificates |
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Exhibit A-20 |
Form of Class R-X Certificates |
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Exhibit A-21 |
Form of Class X Certificates |
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Exhibit B |
Countrywide Servicing Provisions |
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Exhibit C |
Forms of Assignment Agreements |
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Exhibit D |
Mortgage Loan Schedule |
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Exhibit E |
Request for Release |
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Exhibit F-1 |
Form of Trustee’s Initial Certification |
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Exhibit F-2 |
Form of Trustee’s Final Certification |
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Exhibit F-3 |
Form of Receipt of Mortgage Note |
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Exhibit G |
[Reserved] |
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Exhibit H |
Form of Lost Note Affidavit |
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Exhibit I |
Charged Off Loan Data Report |
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Exhibit J |
Form of Investment Letter |
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Exhibit K |
Form of Transfer Affidavit for Residual Certificates |
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Exhibit L |
Form of Transferor Certificate |
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Exhibit M |
Form of ERISA Representation Letter |
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Exhibit N-1 |
Form of Certification to be Provided by the Depositor with Form 10-K | |||||||||||||||||||||||
Exhibit N-2 |
Form of Certification to be Provided to the Depositor by the Trustee |
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Exhibit N-3 |
Form of Certification to be Provided to the Depositor by the Servicers |
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Exhibit O |
Form of Cap Contract |
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Exhibit P |
Form of Annual Statement as to Compliance |
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Exhibit Q |
Form of Limited Power of Attorney |
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Schedule I |
Prepayment Charge Schedule |
This Pooling and Servicing Agreement is dated as of October 1, 2005 (the “Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS SERVICING LP and GMAC MORTGAGE CORPORATION, as Servicers (together, the “Servicers”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of twenty-two classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the Class A-2 Certificates, (iii) the Class M-1 Certificates, (iv) the Class M-2 Certificates, (v) the Class M-3 Certificates, (vi) the Class M-4 Certificates, (vii) the Class M-5 Certificates, (viii) the Class M-6 Certificates, (ix) the Class M-7 Certificates, (x) the Class M-8 Certificates, (xi) the Class M-9 Certificates, (xii) the Class M-10 Certificates, (xiii) the Class M-11 Certificates, (xiv) the Class M-12 Certificates, (xv) the Class M-13 Certificates, (xvi) the Class M-14 Certificates, (xvii) the Class M-15 Certificates, (xviii) the Class C Certificates, (xix) the Class P Certificates, (xx) the Class R Certificates, (xxi) the Class R-X Certificates and (xxii) the Class X Certificates.
REMIC 1
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, any Servicer Prepayment Charge Payment Amounts and the Cap Contract) as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 1.” The Class R-1 Interest shall represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC 1 Regular Interests shall be certificated.
Designation |
REMIC 1 Remittance Rate |
Initial Uncertificated Balance |
Latest Possible Maturity Date(1) |
LTAA |
Variable(2) |
$ 488,616,458.39 |
April 25, 2035 |
LTA1 |
Variable(2) |
$ 2,478,980.00 |
April 25, 2035 |
LTA2 |
Variable(2) |
$ 619,740.00 |
April 25, 2035 |
LTM1 |
Variable(2) |
$ 269,240.00 |
April 25, 2035 |
LTM2 |
Variable(2) |
$ 234,340.00 |
April 25, 2035 |
LTM3 |
Variable(2) |
$ 147,080.00 |
April 25, 2035 |
LTM4 |
Variable(2) |
$ 132,130.00 |
April 25, 2035 |
LTM5 |
Variable(2) |
$ 117,170.00 |
April 25, 2035 |
LTM6 |
Variable(2) |
$ 109,690.00 |
April 25, 2035 |
LTM7 |
Variable(2) |
$ 112,180.00 |
April 25, 2035 |
LTM8 |
Variable(2) |
$ 104,700.00 |
April 25, 2035 |
LTM9 |
Variable(2) |
$ 97,220.00 |
April 25, 2035 |
LTM10 |
Variable(2) |
$ 119,660.00 |
April 25, 2035 |
LTM11 |
Variable(2) |
$ 82,270.00 |
April 25, 2035 |
LTM12 |
Variable(2) |
$ 112,180.00 |
April 25, 2035 |
LTM13 |
Variable(2) |
$ 99,720.00 |
April 25, 2035 |
LTM14 |
Variable(2) |
$ 99,720.00 |
April 25, 2035 |
LTM15 |
Variable(2) |
$ 49,860.00 |
April 25, 2035 |
LTZZ |
Variable(2) |
$ 4,985,884.46 |
Xxxxx 00, 0000 |
XXX |
Variable(2) |
$ 100.00 |
April 25, 2035 |
________________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 1 Regular Interest. |
(2) |
Calculated in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate” herein. |
REMIC 2
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 2.” The Class R-2 Interest shall evidence the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Pass-Through Rate, the Original Class Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 2 created hereunder:
Designation |
Original Class Certificate Principal Balance |
Pass-Through Rate |
Assumed Final Maturity Date(1) |
Class A-1 |
$ 247,898,000.00 |
Variable(2) |
April 25, 2035 |
Class A-2 |
$ 61,974,000.00 |
Variable(2) |
April 25, 2035 |
Class M-1 |
$ 26,924,000.00 |
5.635% per annum(3) |
April 25, 2035 |
Class M-2 |
$ 23,434,000.00 |
5.725% per annum(3) |
April 25, 2035 |
Class M-3 |
$ 14,708,000.00 |
5.825% per annum(3) |
April 25, 2035 |
Class M-4 |
$ 13,213,000.00 |
5.975% per annum(3) |
April 25, 2035 |
Class M-5 |
$ 11,717,000.00 |
6.075% per annum(3) |
April 25, 2035 |
Class M-6 |
$ 10,969,000.00 |
6.175% per annum(3) |
April 25, 2035 |
Class M-7 |
$ 11,218,000.00 |
Variable(2) |
April 25, 2035 |
Class M-8 |
$ 10,470,000.00 |
6.704% per annum(3) |
April 25, 2035 |
Class M-9 |
$ 9,722,000.00 |
7.054% per annum(3) |
April 25, 2035 |
Class M-10 |
$ 11,966,000.00 |
7.650% per annum(3) |
April 25, 2035 |
Class M-11 |
$ 8,227,000.00 |
Variable(2) |
April 25, 2035 |
Class M-12 |
$ 11,218,000.00 |
7.650% per annum(3) |
April 25, 2035 |
Class M-13 |
$ 9,972,000.00 |
7.650% per annum(3) |
April 25, 2035 |
Class M-14 |
$ 9,972,000.00 |
7.650% per annum(3) |
April 25, 2035 |
Class M-15 |
$ 4,986,000.00 |
7.650% per annum(3) |
April 25, 2035 |
Class C Interest |
$ 222.85(4) |
Variable(2) |
April 25, 2035 |
Class P Interest |
$ 100.00 |
N/A(5) |
April 25, 2035 |
________________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 2. |
(2) |
Calculated in accordance with the definition of “Pass-Through Rate” herein. |
|
(3) |
Subject to increase and a cap as set forth in the definition of “Pass-Through Rate” herein. |
(4) |
The Class C Interest will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class C Interest outstanding from time to time which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC 1 Regular Interests (other than REMIC 1 Regular Interest LTP). The Class C Interest will not accrue interest on its Certificate Principal Balance. |
(5) |
The Class P Interest will not accrue interest. |
REMIC 3
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 3.” The Class R-3 Interest represents the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for the indicated Class of Certificates that represents a “regular interest” in REMIC 3 created hereunder:
Class Designation |
Original Class Certificate |
Pass-Through Rate |
Assumed Final |
Class C Certificates |
$ 222.85 |
Variable(2) |
April 25, 2035 |
_______________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates. |
(2) |
The Class C Certificates will receive 100% of amounts received in respect of the Class C Interest. |
REMIC 4
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 4.” The Class R-4 Interest represents the sole class of “residual interests” in REMIC 4 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for the indicated Class of Certificates that represents a “regular interest” in REMIC 4 created hereunder:
Class Designation |
Original Class Certificate |
Pass-Through Rate |
Assumed Final |
Class P |
$100.00 |
Variable(2) |
April 25, 2035 |
_______________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates. |
(2) |
The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest. |
GRANTOR TRUST FUND
As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of (i) the Released Loans and (ii) any Monthly Payments or other recoveries on the Released Loans, as a Grantor Trust for federal income tax purposes under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation or as a partnership, and such segregated pool of assets will be designated as the Grantor Trust Fund. The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for the Class of Certificates that represents the interests in the Grantor Trust Fund.
Class Designation |
Original Class Certificate Principal Balance |
Pass-Through Rate |
Class X |
N/A |
N/A |
ARTICLE I
DEFINITIONS
SECTION 1.01 |
Defined Terms. |
Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Floating Rate Certificates shall be made on the basis of the actual number of days elapsed and a 360-day year and and all calculations in respect of interest on the Fixed Rate Certificates and the Class C Certificates and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P Certificates and the Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.
“1933 Act”: The Securities Act of 1933, as amended.
“Account”: Either of the Collection Account or Distribution Account.
“Accrual Period”: With respect to the Floating Rate Certificates and each Distribution Date, the period commencing on the preceding Distribution Date (or in the case of the first such Accrual Period, commencing on the Closing Date) and ending on the day preceding such Distribution Date. With respect to the Fixed Rate Certificates and the Class C Certificates and each Distribution Date, the calendar month prior to the month of such Distribution Date.
“Adjusted Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Mortgage Rate for such Mortgage Loan as of the first day of the month preceding the month in which the related Distribution Date occurs minus the Servicing Fee Rate.
“Advance”: As to any Mortgage Loan or REO Property, any advance made by the related Servicer in respect of any Distribution Date pursuant to Section 4.04.
“Advance Facility”: As defined in Section 3.29 hereof.
“Advance Facility Trustee”: As defined in Section 3.29 hereof.
“Advancing Person”: As defined in Section 3.29 hereof.
“Advance Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether
through ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing.
“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
“Allocated Realized Loss Amount”: With respect to any Distribution Date and the Class A-2 Certificates and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining undistributed from the previous Distribution Date as reduced by an amount equal to the increase in the related Certificate Principal Balance due to the receipt of Subequent Recoveries.
“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect or record the sale of the Mortgage.
“Assignment Agreements”: Each Assignment and Recognition Agreement, dated October 25, 2005, among the Seller, the related Originator and the Depositor, pursuant to which certain of the Seller’s rights under the related Master Agreement were assigned to the Depositor, substantially in the forms attached hereto as Exhibit C.
“Assumed Final Maturity Date”: As to each Class of Certificates, the date set forth as such in the Preliminary Statement.
“Available Funds”: With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the related Monthly Payments received on the Mortgage Loans on or prior to the related Determination Date, (b) Net Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent Recoveries, proceeds from repurchases of and substitutions for such Mortgage Loans and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans received during the related Prepayment Period, (c) the aggregate of any amounts received in respect of a related REO Property withdrawn from any REO Account and deposited in the Collection Account for such Distribution Date, (d) the aggregate of any amounts deposited in the Collection Accounts by the Servicers in respect of related Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate of any Advances made by the Servicers for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate of any related advances made by the Trustee in respect of the Mortgage Loans for such Distribution Date pursuant to Section 7.02 and (g) the amount of any Prepayment Charges collected by the Servicers in connection with the full or partial prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable to the Servicers pursuant to Section 3.11(a) (with respect to GMACM) or Section 2.05 of Exhibit B (with respect to Countrywide Servicing) or the Trustee pursuant to Section 3.11(b), (b) amounts deposited in the Collection Accounts or the Distribution Account pursuant to clauses (a) through (g) above, as the case may be, in error, (c) the amount of any Prepayment Charges collected by the Servicers in connection with the full or partial prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge Payment
Amount, (d) the Trustee Compensation payable from the Distribution Account pursuant to Section 8.05 and (e) any indemnification payments or expense reimbursements made by the Trust Fund pursuant to Section 6.03 or Section 8.05.
“Balloon Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized Stated Principal Balance of such Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is substantially greater than the preceding monthly payment.
“Balloon Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is substantially greater than the preceding Monthly Payment.
“Bankruptcy Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended.
“Basic Principal Distribution Amount”: With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Overcollateralization Release Amount, if any, for such Distribution Date.
“Book-Entry Certificates”: Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 5.02 hereof). On the Closing Date, the Class A Certificates and the Mezzanine Certificates shall be Book-Entry Certificates.
“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings institutions in the State of Delaware, the State of New York, the State of California, or in the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.
“Cap Contract”: The Cap Contract between the Trustee and the counterparty thereunder for the benefit of the Class A-1 Certificates, a form of which is attached hereto as Exhibit O.
“Certificate”: Any Regular Certificate or Residual Certificate.
“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual Certificate for any purpose hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or either Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee may conclusively rely upon a
certificate of the Depositor or either Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.
“Certificate Margin”: With respect to the Floating Rate Certificates and for purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest Deferral Amount, the specified REMIC 1 Regular Interest, as follows:
Class |
REMIC 1 Regular Interest |
Certificate Margin | |
(1) (%) |
(2) (%) | ||
A-1 |
LTA1 |
0.110 |
0.220 |
A-2 |
LTA2 |
0.360 |
0.720 |
M-7 |
LTM7 |
1.250 |
1.875 |
M-11 |
LTM11 |
3.000 |
4.500 |
__________
(1) |
For the Accrual Period for each Distribution Date on or prior to the Optional Termination Date. | |
(2) |
For each other Accrual Period. |
|
“Certificate Owner”: With respect to each Book-Entry Certificate, any beneficial owner thereof.
“Certificate Principal Balance”: With respect to any Class of Regular Certificates (other than the Class C Certificates) immediately prior to any Distribution Date, will be equal to the Initial Certificate Principal Balance thereof plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually distributed in respect of principal of such Class and, in the case of a Mezzanine Certificate, Realized Losses allocated thereto on all prior Distribution Dates. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates then outstanding.
“Certificate Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.02 hereof.
“Certification”: As defined in Section 3.22(b)(ii).
“Charged Off Loan”: Any Mortgage Loan that is charged off by a Servicer pursuant to Section 3.16 (with respect to GMACM) or Section 2.03 of Exhibit B (with respect to Countrywide Servicing), no later than the date on which such Mortgage Loan becomes 180 days delinquent.
“Class”: Collectively, Certificates which have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby.
“Class A Certificate”: Any one of the Class A-1 Certificates or the Class A-2 Certificates.
“Class A-1 Certificate”: Any one of the Class A-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1A, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class A-2 Certificate”: Any one of the Class A-2 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1B, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class C Certificates”: Any one of the Class C Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-17, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 3.
“Class C Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC 2 for purposes of the REMIC Provisions.
“Class M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 26.30% and (ii) the Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form
annexed hereto as Exhibit A-3, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 35.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-4, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 41.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 46.90% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-6, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 51.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-7, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 56.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-8, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 60.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-9, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 64.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-10, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 68.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-11, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 73.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-11 Certificate”: Any one of the Class M-11 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-12, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-11 Principal Distribution Amount”: The excess of (x) the sum of (i) the Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 76.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-12 Certificate”: Any one of the Class M-12 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-13, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-12 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the
distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class M-11 Certificates (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date) and (xii) the Certificate Principal Balance of the Class M-12 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 81.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-13 Certificate”: Any one of the Class M-13 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-14, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-13 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class M-11 Certificates (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date), (xiii) the Certificate Principal Balance of the Class M-12 Certificates (after taking into account the distribution of the Class M-12 Principal Distribution Amount on such Distribution Date) and
(xiv) the Certificate Principal Balance of the Class M-13 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 85.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-14 Certificate”: Any one of the Class M-14 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-15, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-14 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class M-11 Certificates (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date), (xiii) the Certificate Principal Balance of the Class M-12 Certificates (after taking into account the distribution of the Class M-12 Principal Distribution Amount on such Distribution Date), (xiv) the Certificate Principal Balance of the Class M-13 Certificates (after taking into account the distribution of the Class M-13 Principal Distribution Amount on such Distribution Date) and (xv) the Certificate Principal Balance of the Class M-14 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 89.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-15 Certificate”: Any one of the Class M-15 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-16, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-15 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class M-11 Certificates (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date), (xiii) the Certificate Principal Balance of the Class M-12 Certificates (after taking into account the distribution of the Class M-12 Principal Distribution Amount on such Distribution Date), (xiv) the Certificate Principal Balance of the Class M-13 Certificates (after taking into account the distribution of the Class M-13 Principal Distribution Amount on such Distribution Date), (xv) the Certificate Principal Balance of the Class M-14 Certificates (after taking into account the distribution of the Class M-14 Principal Distribution Amount on such Distribution Date) and
(xvi) the Certificate Principal Balance of the Class M-15 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class P Certificates”: Any one of the Class P Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-18, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.
“Class P Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC 2 for purposes of the REMIC Provisions.
“Class R Certificate”: The Class R Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-19 and evidencing the ownership of the Class R-1 Interest and the Class R-2 Interest.
“Class R-X Certificate”: The Class R-X Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-20 and evidencing the ownership of the Class R-3 Interest and the Class R-4 Interest.
“Class R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class X Certificate”: Any one of the Class X Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-21, representing the right to distributions as set forth herein.
“Close of Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York time).
“Closing Date”: October 25, 2005.
“Code”: The Internal Revenue Code of 1986, as amended.
“Collection Account”: The account or accounts created and maintained by each Servicer pursuant to Section 3.10(a), which shall be entitled “GMAC Mortgage Corporation, as a servicer for Deutsche Bank National Trust Company as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B” and “Countrywide Home Loans Servicing LP, as a servicer for Deutsche Bank National Trust Company as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B,” each of which must be an Eligible Account.
“Condemnation Proceeds”: As defined in Exhibit B.
“Corporate Trust Office”: The principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, XX 00000-0000, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor and the Servicers.
“Corresponding Certificate”: With respect to each REMIC 1 Regular Interest set forth below, the corresponding Regular Certificate set forth in the table below:
REMIC 1 Regular Interest |
Regular Certificate |
LTA1 |
Class A-1 |
LTA2 |
Class A-2 |
LTM1 |
Class M-1 |
LTM2 |
Class M-2 |
LTM3 |
Class M-3 |
LTM4 |
Class M-4 |
LTM5 |
Class M-5 |
LTM6 |
Class M-6 |
LTM7 |
Class M-7 |
LTM8 |
Class M-8 |
LTM9 |
Class M-9 |
LTM10 |
Class M-10 |
LTM11 |
Class M-11 |
LTM12 |
Class M-12 |
LTM13 |
Class M-13 |
LTM14 |
Class M-14 |
LTM15 |
Class M-15 |
LTP |
Class P |
“Countrywide Mortgage Loans”: The Mortgage Loans serviced by Countrywide Servicing.
“Countrywide Servicing”: Countrywide Home Loans Servicing LP, as a Servicer under this Agreement, or any successor thereto.
“Credit Enhancement Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of the aggregate Certificate Principal Balance of the Mezzanine Certificates and the Class C Certificates, and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans, calculated prior to taking into account payments of principal on the Mortgage Loans and distribution of the Principal Distribution Amount to the Holders of the Certificates then entitled to distributions of principal on such Distribution Date.
“Cut-off Date”: With respect to each Mortgage Loan, October 1, 2005.
“Cut-off Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or as of the applicable date of substitution with respect to a Qualified Substitute Mortgage Loan), after giving effect to scheduled payments due on or before the Cut-off Date, whether or not received.
“DBRS”: Dominion Bond Ratings Service, Inc., or its successor in interest.
“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.
“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding Stated Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.
“Definitive Certificates”: As defined in Section 5.02(c) hereof.
“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more Qualified Substitute Mortgage Loans.
“Delinquency Percentage”: For any Distribution Date, the percentage obtained by dividing (x) the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent 60 days or more (including Mortgage Loans that are REO Properties, in foreclosure or in bankruptcy and that are also Delinquent 60 days or more) by (y) the aggregate Stated Principal Balance of the Mortgage Loans, in each case, as of the last day of the previous calendar month.
“Delinquent”: With respect to any Mortgage Loan and related Monthly Payment, the Monthly Payment due on a Due Date which is not made by the Close of Business on the next scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment due on a Due Date is not made by the Close of Business on the second scheduled Due Date after such Due Date.
“Depositor”: Financial Asset Securities Corp., a Delaware corporation, or any successor in interest.
“Depository”: The initial Depository shall be The Depository Trust Company, whose nominee is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York.
“Depository Participant”: A broker, dealer, bank or other financial institution or other person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.
“Determination Date”: With respect to any Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.
“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by any REMIC other than through an Independent Contractor; provided, however, that the Trustee (or the related Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the related Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.
“Disqualified Organization”: A “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of: (i) the United States, any state or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing large partnership” within the meaning of Section 775 of the Code. A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof, if all of its activities are subject to tax and a majority of its board of directors is not selected by a governmental unit. The term “United States”, “state” and “international organizations” shall have the meanings set forth in Section 7701 of the Code.
“Distribution Account”: The trust account or accounts created and maintained by the Trustee pursuant to Section 3.10(b) which shall be entitled “Distribution Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B” and which must be an Eligible Account.
“Distribution Date”: The 25th day of any calendar month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in November 2005.
“Due Date”: With respect to each Mortgage Loan and any Distribution Date, the first day of the calendar month in which such Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage Loan under the terms of which the Monthly Payment for such Mortgage Loan was due on a day other than the first day of the calendar month in which such Distribution Date occurs, the day during the related Due Period on which such Monthly Payment was due), exclusive of any days of grace.
“Due Period”: With respect to any Distribution Date, the period commencing on the second day of the month preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.
“Eligible Account”: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated F-1 by Fitch, P-1 by Xxxxx’x, A-1 by S&P and R-1 (highest) by DBRS (if rated by DBRS) (or comparable ratings if Fitch, Moody’s, S&P and DBRS are not the Rating Agencies) at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC up to the insured amount, (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts may bear interest.
“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.
“Escrow Account”: The account or accounts created and maintained pursuant to Section 3.09 (with respect to GMACM) or Section 2.06 of Exhibit B (with respect to Countrywide Servicing).
“Escrow Payments”: The amounts constituting ground rents, taxes, assessments, water rates, fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage Loan.
“Excess Overcollateralized Amount”: With respect to the Class A Certificates and the Mezzanine Certificates and any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date over (ii) the Overcollateralization Target Amount for such Distribution Date.
“Extra Principal Distribution Amount”: With respect to any Distribution Date, the lesser of (x) the Monthly Interest Distributable Amount distributable on the Class C Certificates on such Distribution Date as reduced by Realized Losses allocated thereto with respect to such Distribution Date pursuant to Section 4.08 and (y) the Overcollateralization Deficiency Amount for such Distribution Date.
“Xxxxxx Mae”: Federal National Mortgage Association or any successor thereto.
“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.
“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the related Originator, the Seller or the related Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c) (with respect to GMACM), Section 2.03 of Exhibit B (with respect to Countrywide Servicing) or Section 10.01), a determination made by the related Servicer that all Insurance Proceeds, Net Liquidation Proceeds and other payments or recoveries which the related Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. Each Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.
“Fitch”: Fitch Ratings, or its successor in interest.
“Fixed Rate Certificates”: The Mezzanine Certificates (other than the Class M-7 Certificates and Class M-11 Certificates).
“Floating Rate Certificates”: The Class A Certificates, the Class M-7 Certificates and the Class M-11 Certificates.
“Formula Rate”: For any Distribution Date and the Floating Rate Certificates, the sum of (i) LIBOR plus (ii) the related Certificate Margin.
“Xxxxxxx Mac”: The Federal Home Loan Mortgage Corporation, or any successor thereto.
“GMACM”: GMAC Mortgage Corporation, as a Servicer under this Agreement, or any successor thereto.
“GMACM Mortgage Loans”: The Mortgage Loans serviced by GMACM.
“Grantor Trust Fund”: The segregated pool of assets subject hereto, consisting of (i) the Releaseed Loans and (ii) any recoveries on the Released Loans. For federal income tax purposes, the Grantor Trust Fund will not be an asset of any REMIC.
“Highest Priority”: As of any date of determination, the Class of Mezzanine Certificates then outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.01, in the following order of decreasing
priority: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13, Class M-14 and Class M-15 Certificates.
“Indenture”: An indenture relating to the issuance of notes secured by the Class C Certificates, the Class P Certificates and/or the Class R Certificates (or any portion thereof).
“Independent”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, each Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor or either Servicer or any Affiliate thereof, and (c) is not connected with the Depositor or either Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor or either Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or either Servicer or any Affiliate thereof, as the case may be.
“Independent Contractor”: Either (i) any Person (other than the Servicers) that would be an “independent contractor” with respect to any of the REMICs created hereunder within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as each such REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Servicers) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.
“Initial Certificate Principal Balance”: With respect to any Regular Certificate, the amount designated “Initial Certificate Principal Balance” on the face thereof.
“Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are received by the related Servicer and are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the related Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage.
“Interest Determination Date”: With respect to the Floating Rate Certificates and each Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.
“Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Mortgage Loans.
“Late Collections”: With respect to GMACM and any GMACM Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any related Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent on a contractual basis for such Due Period and not previously recovered. With respect to Countrywide Servicing and any Countrywide Mortgage Loan, the meaning set forth in Exhibit B.
“LIBOR”: With respect to the Floating Rate Certificates and each Accrual Period, the rate determined by the Trustee on the related Interest Determination Date on the basis of the London interbank offered rate for one-month United States dollar deposits, as such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date. If such rate does not appear on Telerate Page 3750, the rate for such Interest Determination Date will be determined on the basis of the offered rates of the Reference Banks for one-month United States dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. The Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. On such Interest Determination Date, LIBOR for the related Accrual Period will be established by the Trustee as follows:
(i) If on such Interest Determination Date two or more Reference Banks provide such offered quotations, LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 1/16 of 1%); and
(ii) If on such Interest Determination Date fewer than two Reference Banks provide such offered quotations, LIBOR for the related Accrual Period shall be the higher of (i) LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate.
“LIBOR Business Day”: Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange.
“Liquidated Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of which the related Servicer has determined, in accordance with the servicing procedures specified herein, as of the end of the related Prepayment Period, that all Liquidation Proceeds which it expects to recover with respect to the liquidation of the Mortgage Loan or disposition of the related REO Property have been recovered.
“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made as to such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund by reason of
its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(c) (with respect to GMACM), Section 2.03 of Exhibit B (with respect to Countrywide Servicing) or Section 10.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property or (ii) such REO Property is removed from the Trust Fund by reason of its being sold or purchased pursuant to Section 3.23 or Section 10.01.
“Liquidation Proceeds”: With respect to GMACM and any Mortgage Loans serviced by it, the amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the related Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section 10.01. With respect to Countrywide Servicing and any Countrwide Mortgage Loan, the meaning set forth in Exhibit B.
“Loan-to-Value Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the Stated Principal Balance of the Mortgage Loan and the denominator of which is the Value of the related Mortgaged Property.
“Losses”: As defined in Section 9.03.
“Lost Note Affidavit”: With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, an affidavit from the related Originator certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note) and indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note in the form of Exhibit H hereto.
“Majority Certificateholders”: The Holders of Certificates evidencing at least 51% of the Voting Rights.
“Marker Rate”: With respect to the Class C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14, REMIC 1 Regular Interest LTM15 and REMIC 1 Regular Interest LTZZ, with the rate on each such REMIC 1 Regular Interest (other than REMIC 1 Regular Interest LTZZ) subject to a cap equal to the lesser of (i) the Pass-Through Rate for the related Corresponding Certificate (without regard to the Net WAC Rate) and (ii) the Net WAC Rate for the purpose of this calculation; and with the rate on REMIC 1 Regular Interest LTZZ subject to a cap of zero for the
purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM7 and REMIC 1 Regular Interest LTM11 shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 30.
“Master Agreement”: Any of the Master Mortgage Loan Purchase and Interim Servicing Agreement, between an Originator and the Seller.
“Maximum Uncertificated Accrued Interest Deferral Amount”: With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest LTZZ minus the REMIC 1 Overcollateralization Amount, in each case for such Distribution Date, over (b) the sum of the Uncertificated Accrued Interest on REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14 and REMIC 1 Regular Interest LTM15 with the rate on each such REMIC 1 Regular Interest subject to a cap equal to the lesser of (i) the Pass-Through Rate for the related Corresponding Certificate (without regard to the Net WAC Rate) and (ii) the Net WAC Rate for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM7 and REMIC 1 Regular Interest LTM11 shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 30.
“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
“MERS Mortgage Loan”: As defined in Exhibit B.
“MERS® System”: The system of recording transfers of Mortgages electronically maintained by MERS.
“Mezzanine Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9 Certificate, Class M-10 Certificate, Class M-11 Certificate, Class M-12 Certificate, Class M-13 Certificate, Class M-14 Certificate or Class M-15 Certificate.
“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.
“MOM Loan”: With respect to any Accredited Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
“Monthly Interest Distributable Amount”: With respect to the Class A Certificates, the Mezzanine Certificates and the Class C Certificates and any Distribution Date, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance (or Notional Amount in the case of the Class C Certificates) of such Class immediately prior to such Distribution Date, in each case, reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such Certificate based on its respective entitlements to interest irrespective of any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date).
“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan, (ii) any modifications to a Mortgage Loan pursuant to Section 3.07 (with respect to GMACM) or Section 2.01 of Exhibit B (with respect to Countrywide Servicing) and (iii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted or agreed to by the related Servicer pursuant to Section 3.07 (with respect to GMACM) or Section 2.01 of Exhibit B (with respect to Countrywide Servicing); and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.
“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”: The mortgage, deed of trust or other instrument creating a second lien on, or second priority security interest in, a Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.
“Mortgage Loan Schedule”:As of any date, the list of Mortgage Loans included in REMIC 1 on such date, attached hereto as Exhibit D. The Mortgage Loan Schedule shall be prepared by the Seller and shall set forth the following information with respect to each Mortgage Loan, as applicable:
(1) |
the Mortgage Loan identifying number; |
| |
(2) |
[reserved]; |
| |
(3) |
the state and zip code of the Mortgaged Property; | ||
(4) |
a code indicating whether the Mortgaged Property was represented by the borrower, |
(5) |
the type of Residential Dwelling constituting the Mortgaged Property; | |
(6) |
the original months to maturity; |
|
(7) |
the stated remaining months to maturity from the Cut-off Date based on the |
(8) |
the Loan-to-Value Ratio at origination; |
|
(9) |
the Mortgage Rate in effect immediately following the Cut-off Date; |
(10) |
the date on which the first Monthly Payment was due on the Mortgage Loan; |
(11) |
the stated maturity date; |
|
(12) |
the amount of the Monthly Payment at origination; |
(13) |
the amount of the Monthly Payment due on the first Due Date after the Cut-off Date; |
(14) |
the last Due Date on which a Monthly Payment was actually applied to the unpaid |
(15) |
the original principal amount of the Mortgage Loan; |
(16) |
the Stated Principal Balance of the Mortgage Loan as of the Close of Business on |
(17) |
a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, |
(18) |
the Mortgage Rate at origination; |
(19) |
a code indicating the documentation program (i.e., full documentation, limited |
(20) |
the risk grade; |
| |
(21) |
the Value of the Mortgaged Property; |
| |
(22) |
the sale price of the Mortgaged Property, if applicable; | ||
(23) |
the actual unpaid Principal Balance of the Mortgage Loan as of the Cut-off Date; |
(24) |
the type and term of the related Prepayment Charge; |
| |
(25) |
the program code; and |
| |
(26) |
whether the Mortgage Loan is a SRO Mortgage Loan. | ||
The Mortgage Loan Schedule shall set forth the following information, with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current Stated Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining term to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Servicers in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.
“Mortgage Note”: The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time, and any REO Properties acquired in respect thereof.
“Mortgage Rate”: With respect to each Mortgage Loan, the rate set forth in the related Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.
“Mortgaged Property”: The underlying property securing a Mortgage Loan, including any REO Property, consisting of a fee simple estate in a parcel of real property improved by a Residential Dwelling.
“Mortgagor”: The obligor on a Mortgage Note.
“Net Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid servicing fees or ancillary income received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.
“Net Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.
“Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate.
“Net Prepayment Interest Shortfall”: With respect to any Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for such date over the related Compensating Interest.
“Net WAC Rate”: For any Distribution Date and the Class A Certificates and the Mezzanine Certificates, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Mortgage Loans as of the first day of the month preceding the month of such Distribution Date, which rate (in the case of the Floating Rate Certificates) is multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests, weighted on the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular Interest.
“Net WAC Rate Carryover Amount”: With respect to the Class A Certificates and the Mezzanine Certificates and any Distribution Date, the sum of (A) the positive excess of (i) the amount of interest accrued on such Class of Certificates on such Distribution Date calculated at the related Pass-Through Rate (without regard to the Net WAC Rate), over (ii) the amount of interest accrued on such Class of Certificates at the Net WAC Rate for such Distribution Date and (B) the Net WAC Rate Carryover Amount for the previous Distribution Date not previously paid, together with interest thereon at a rate equal to the related Pass-Through Rate (without regard to the Net WAC Rate) for the most recently ended Accrual Period.
“Net WAC Rate Carryover Reserve Account”: The account established and maintained pursuant to Section 4.07.
“New Lease”: Any lease of REO Property entered into on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the right to renegotiate the terms of such lease.
“Nonrecoverable Advance”: Any Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the related Servicer, will not be ultimately recoverable from Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds on such
Mortgage Loan or REO Property as provided herein. Any Advances or Servicing Advances relating to Mortgage Loans that are charged off pursuant to Section 3.16(a) (with respect to GMACM) or Section 2.03 of Exhibit B (with respect to Countrywide Servicing) hereof shall be deemed to be Nonrecoverable Advances.
“Notional Amount”: Immediately prior to any Distribution Date with respect to the Class C Interest, the aggregate of the Uncertificated Principal Balances of REMIC 1 Regular Interests (other than the REMIC 1 Regular Interest LTP).
“Offered Certificates”: The Class A Certificates and the Mezzanine Certificates (other than the Class M-10 Certificates, the Class M-11 Certificates, the Class M-12 Certificates, the Class M-13 Certificates, the Class M-14 Certificates and the Class M-15 Certificates) offered to the public pursuant to the Prospectus Supplement.
“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the applicable Servicer, the Seller or the Depositor, as applicable.
“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be a salaried counsel for the Depositor or either Servicer, acceptable to the Trustee, except that any opinion of counsel relating to (a) the qualification of any REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.
“Optional Termination Date”: The first Distribution Date on which the Terminator may opt to terminate the Trust Fund pursuant to Section 10.01.
“Original Class Certificate Principal Balance”: With respect to the Class A Certificates, the Mezzanine Certificates, the Class C Certificates, the Class C Interest, the Class P Certificates and the Class P Interest, the corresponding amounts set forth opposite such Class above in the Preliminary Statement.
“Original Mortgage Loan”: Any of the Mortgage Loans included in the Trust Fund as of the Closing Date. The aggregate principal balance of the Original Mortgage Loans as of the Cut-off Date is equal to $498,588,322.85.
“Originator”: Any of Aames Capital Corporation, Countrywide Home Loans, Inc., Fremont Investment & Loan, Long Beach Mortgage Company, Meritage Mortgage Corporation, New Century Mortgage Corporation or WMC Mortgage Corp., or their respective successor in interest, as the context requires.
“Other Insurance Proceeds”: As defined in Exhibit B.
“Overcollateralization Deficiency Amount”: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the
Overcollateralized Amount on such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal distribution on such Distribution Date).
“Overcollateralization Floor”: With respect to the Class A Certificates and the Mezzanine Certificates, $2,492,941.61.
“Overcollateralization Release Amount”: With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the Excess Overcollateralized Amount.
“Overcollateralization Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown Date, an amount equal to 4.40% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event is not in effect, the greater of (A) 8.80% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) $2,492,941.61 and (iii) on or after the Stepdown Date if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A Certificates and the Mezzanine Certificates to zero, the Overcollateralization Target Amount shall be zero.
“Overcollateralized Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus (ii) the sum of the aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates as of such Distribution Date after giving effect to distributions to be made on such Distribution Date.
“Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
“Pass-Through Rate”: With respect to the Floating Rate Certificates and any Distribution Date, the lesser of (x) the related Formula Rate for such Distribution Date and (y) the Net WAC Rate for such Distribution Date. With respect to the Fixed Rate Certificates and any Distribution Date, the lesser of (x) the related fixed rate per annum set forth below for such Distribution Date and (y) the Net WAC Rate for such Distribution Date.
Class |
Fixed Rate | |
(1) |
(2) | |
M-1 |
5.635% per annum |
6.135% per annum |
M-2 |
5.725% per annum |
6.225% per annum |
M-3 |
5.825% per annum |
6.325% per annum |
M-4 |
5.975% per annum |
6.475% per annum |
M-5 |
6.075% per annum |
6.575% per annum |
M-6 |
6.175% per annum |
6.675% per annum |
M-8 |
6.704% per annum |
7.204% per annum |
M-9 |
7.054% per annum |
7.554% per annum |
M-10 |
7.650% per annum |
8.150% per annum |
M-12 |
7.650% per annum |
8.150% per annum |
M-13 |
7.650% per annum |
8.150% per annum |
M-14 |
7.650% per annum |
8.150% per annum |
M-15 |
7.650% per annum |
8.150% per annum |
__________
(1) |
For the Accrual Period for each Distribution Date on or prior to the Optional Termination Date. | |
(2) |
For each other Accrual Period. |
|
With respect to the Class C Interest and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC 1 Regular Interest LTP and (ii) interest on the Uncertificated Balance of each REMIC 1 Regular Interest listed in clause (y) at a rate equal to the related Uncertificated REMIC 1 Pass-Through Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Balance of REMIC 1 Regular Interests XXXX, XXX0, XXX0, XXX0, XXX0, XXX0, LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTM10, LTM11, LTM12, LTM13, LTM14, LTM15 and LTZZ.
With respect to the Class C Certificates, 100% of the interest distributable to the Class C Interest, expressed as a per annum rate.
“Paying Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage Interest”: With respect to any Certificate (other than a Residual Certificate), a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal Balance represented by such Certificate and the denominator of which is the Original Class Certificate Principal Balance of the related Class. With respect to a Residual Certificate, the portion of the Class evidenced thereby, expressed as a percentage, as stated on the face of such Certificate; provided, however, that the sum of all such percentages for each such Class totals 100%.
“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued or managed by the Depositor, the Servicers, the Trustee or any of their respective Affiliates or for which an Affiliate of the Trustee serves as an advisor:
(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;
(ii) (A) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agent acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company or its ultimate parent has a short-term uninsured debt rating in one of the two highest available ratings of Moody’s and the highest available rating category of Fitch, S&P and DBRS and provided that each such investment has an original maturity of no more than 365 days; and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) rated F-1+ or higher by Fitch, P-1 by Moody’s, A-1 by S&P and R-1 (highest) by DBRS (if rated by DBRS); provided, however, that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market prices plus accrued interest, (B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the Trustee in exchange for such collateral and (C) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;
(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any State thereof;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by Moody’s, Fitch, S&P and DBRS (and if rated by any other Rating Agency, also by such other Rating Agency) in its highest short-term unsecured debt rating available at the time of such investment;
(vi) units of money market funds, including those money market funds managed or advised by the Trustee or its Affiliates, that have been rated “AAA” by Fitch (if rated by Fitch), “Aaa” by Moody’s, “AAA” by S&P and “R-1 (highest)” by DBRS (if rated by DBRS); and
(vii) if previously confirmed in writing to the Trustee, any other demand, money market or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies in writing as a permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Class A Certificates;
provided, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.
“Permitted Transferee”: Any transferee of a Residual Certificate other than a Disqualified Organization or a non-U.S. Person.
“Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.
“Pool Balance”: As of any date of determination, the aggregate Stated Principal Balance of the Mortgage Loans as of such date.
“Prepayment Assumption”: As defined in the Prospectus Supplement.
“Prepayment Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a full or partial Principal Prepayment of such Mortgage Loan in accordance with the terms thereof (other than any Servicer Prepayment Charge Payment Amount).
“Prepayment Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule I (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall set forth the following information with respect to each Prepayment Charge:
(i) |
the Mortgage Loan identifying number; |
| |
(ii) |
a code indicating the type of Prepayment Charge; |
| |
(iii) |
the state of origination of the related Mortgage Loan; | ||
(iv) the date on which the first monthly payment was due on the related Mortgage Loan;
(v) |
the term of the related Prepayment Charge; and |
(vi) the Stated Principal Balance of the related Mortgage Loan as of the Cut-off Date.
“Prepayment Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring between the first day and the fifteenth day of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such prepayment is so applied.
“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan serviced by GMACM that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring from the first day of the related Prepayment Period through the last day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to interest on the amount of such Principal Prepayment for the number of days commencing on the date such Principal Prepayment was applied and ending on the last day of the calendar month preceding the month in which such Distribution Date occurs.
“Prepayment Interest Shortfall Amount”: |
As defined in Exhibit B. |
“Prepayment Period”: With respect to any Distribution Date, the period commencing on the 16th day of the calendar month preceding the calendar month in which such Distribution Date occurs and ending on the 15th day of the calendar month in which the related Distribution Date occurs.
“Principal Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal Balance, minus all collections credited against the Cut-off Date Principal Balance of any such Mortgage Loan. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan as of the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO Property and any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property minus any REO Principal Amortization received with respect thereto on or prior to such day.
“Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the Basic Principal Distribution Amount and (ii) the Extra Principal Distribution Amount.
“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.
“Principal Remittance Amount”: With respect to any Distribution Date, that portion of Available Funds equal to the sum of (i) each scheduled payment of principal collected or advanced on the Mortgage Loans by the Servicer that was due during the related Due Period, (ii) the principal portion of all partial and full Principal Prepayments of the Mortgage Loans applied by the Servicer during the related Prepayment Period, (iii) the principal portion of all related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during the related Prepayment Period, (iv) that portion of the Purchase Price, representing principal of any repurchased Mortgage Loan, deposited in the Collection Account during the related Prepayment Period, (v) the principal portion of any related Substitution Adjustments deposited in the Collection Account during the related Prepayment Period and (vi) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Section 10.01, that portion of the Termination Price, in respect of principal.
“Prospectus Supplement”: That certain Prospectus Supplement dated October 21, 2005 relating to the public offering of the Offered Certificates.
“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased by the Seller or GMACM pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the party purchasing the Mortgage Loan to the Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an Advance by the related Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the related Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.04, (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the related Servicer or the Trustee in respect of the breach or defect giving rise to the purchase obligation, including any costs and damages incurred by the Trust Fund in connection with any violation by such loan of any predatory or abusive lending law. With respect to each Originator and any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by a
certificate of an Officers’ Certificate of the related Originator to the Trustee, an amount equal to the amount set forth pursuant to the terms of the related Master Agreement.
“Qualified Insurer”: Any insurance company acceptable to Xxxxxx Mae.
“Qualified Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding Stated Principal Balance (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Stated Principal Balance), after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of, and not more than 5% less than, the outstanding Stated Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (iv) be current as of the date of substitution, (v) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (vi) have a risk grading determined by the Originator at least equal to the risk grading assigned on the Deleted Mortgage Loan, (vii) have been underwritten or reunderwritten by the related Originator in accordance with the same underwriting criteria and guidelines as the Deleted Mortgage Loan and (viii) conform to each representation and warranty assigned to the Depositor pursuant to the related Assignment Agreement applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate Stated Principal Balance, the Mortgage Rates described in clause (ii) hereof shall be satisfied for each such mortgage loan, the risk gradings described in clause (vi) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (iii) hereof shall be determined on the basis of weighted average remaining term to maturity (provided that no such mortgage loan may have a remaining term to maturity longer than the Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (v) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (viii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be. With respect to each Originator, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of the related Master Agreement which must, on the date of such substitution conform to the terms set forth in the related Master Agreement.
“Rating Agency or Rating Agencies”: Moody’s, Fitch, S&P and DBRS, or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, notice of which designation shall be given to the Trustee and Servicer.
“Realized Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage Loan. If the related Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to principal distributions on any Distribution Date. Any Charged Off Loan will give rise to a Realized Loss at the time it is charged off, as described in Section 3.16 hereof.
“Released Loan”: Any Charged Off Loan that is released by a Servicer to the Holders of the Class X Certificates pursuant to Section 3.16 (with respect to GMACM) or Section 2.03 of Exhibit B (with respect to Countrywide Servicing), generally on the date that is six months after the date on which the Servicer begins using non-foreclosure collection procedures on such Charged Off Loans. All Released Loans will no longer be an asset of the Trust Fund.
“Record Date”: With respect to (i) the Floating Rate Certificates, the Close of Business on the Business Day immediately preceding the related Distribution Date; provided, however, that following the date on which Definitive Certificates for any of the Floating Rate Certificates are available pursuant to Section 5.02, the Record Date for such Certificates that are Definitive Certificates shall be the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs and (ii) the Fixed Rate Certificates, the Class P Certificates, the Class C Certificates and the Residual Certificates, the Close of Business on the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs.
“Reference Banks”: Those banks (i) with an established place of business in London, England, (ii) not controlling, under the control of or under common control with the Originators or either Servicer or any Affiliate thereof and (iii) which have been designated as such by the Trustee, after consultation with the Depositor; provided, however, that if fewer than two of such banks provide a LIBOR rate, then any leading banks selected by the Trustee after consultation with the Depositor which are engaged in transactions in United States dollar deposits in the international Eurocurrency market.
“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.
“Regular Certificate”: Any of the Class A Certificates, the Mezzanine Certificates, Class C Certificates or Class P Certificates.
“Reimbursement Amount”: As defined in Section 3.29.
“Relief Act”: The Servicemembers Civil Relief Act, or any state law providing for similar relief.
“Relief Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage Loan with respect to which there has been a reduction in the amount of interest collectible thereon for the most recently ended Due Period as a result of the application of the Relief Act, the amount by which (i) interest collectible on such Mortgage Loan during such Due
Period is less than (ii) one month’s interest on the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate for such Mortgage Loan before giving effect to the application of the Relief Act.
“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
“REMIC 1”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies, required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Assignment Agreements (including any security interest created thereby) and (v) the Collection Account, the Distribution Account (subject to the last sentence of this definition) and any REO Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, a REMIC election will not be made with respect to the Released Loans, the Net WAC Rate Carryover Reserve Account, the Cap Contract or any Servicer Prepayment Charge Payment Amounts.
“REMIC 1 Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LTAA minus the Marker Rate, divided by (b) 12.
“REMIC 1 Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target Amount.
“REMIC 1 Overcollateralization Amount”: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests (other than REMIC 1 Regular Interest LTP) minus (ii) the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14 and REMIC 1 Regular Interest LTM15, in each case as of such date of determination.
“REMIC 1 Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the
numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14 and REMIC 1 Regular Interest LTM15 and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14, REMIC 1 Regular Interest LTM15 and REMIC 1 Regular Interest LTZZ.
“REMIC 1 Regular Interests”: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC 1 Regular Interests: REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14, REMIC 1 Regular Interest LTM15, REMIC 1 Regular Interest LTZZ and REMIC 1 Regular Interest LTP.
“REMIC 2”: The segregated pool of assets consisting of all of the REMIC 1 Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates (other than the Class C Certificates and Class P Certificates), the Class C Interest, the Class P Interest and the Class R Certificates (in respect of the Class R-2 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 3”: The segregated pool of assets consisting of the Class C Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-3 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 4”: The segregated pool of assets consisting of the Class P Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-4 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time.
“REMIC Regular Interests”: The REMIC 1 Regular Interests, the Class C Interest and the Class P Interest.
“Remittance Date”: As defined in Exhibit B.
“Remittance Report”: A report prepared by the related Servicer and delivered to the Trustee pursuant to Section 4.04.
“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.
“REO Account”: The account or accounts maintained by the Servicer in respect of an REO Property pursuant to Section 3.23 or Section 2.13 of Exhibit B.
“REO Disposition”: The sale or other disposition of an REO Property on behalf of the Trust Fund.
“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of the Trust Fund, one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the Close of Business on the Distribution Date in such calendar month.
“REO Principal Amortization”: With respect to any REO Property, for any calendar month, the excess, if any, of (a) the aggregate of all amounts received in respect of such REO Property during such calendar month, whether in the form of rental income, sale proceeds (including, without limitation, that portion of the Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant to Section 10.01 that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to Section 3.23 (with respect to GMACM) or Section 2.13 of Exhibit B (with respect to Countrywide Servicing) in respect of the proper operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the related Servicer pursuant to Section 3.23 (with respect to GMACM) or Section 2.13 of Exhibit B (with respect to Countrywide Servicing) for unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar month.
“REO Property”: A Mortgaged Property acquired by the related Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23 (with respect to GMACM) or Section 2.13 of Exhibit B (with respect to Countrywide Servicing).
“Repurchase Price”: As defined in Exhibit B.
“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.
“Reserve Interest Rate”: With respect to any Interest Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the one-month United States dollar lending rates which banks in The City of New York selected by the Depositor are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Trustee can determine no such arithmetic mean, in the case of any Interest Determination Date after the initial Interest Determination Date, the lowest one-month United States dollar lending rate which such New York banks selected by the Depositor are quoting on such Interest Determination Date to leading European banks.
“Residential Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a Xxxxxx Xxx eligible condominium project, (iv) a manufactured home, or (v) a detached one-family dwelling in a planned unit development, none of which is a co-operative or mobile home.
“Residual Certificate”: The Class R Certificates and the Class R-X Certificates.
“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”: When used with respect to the Trustee, any director, any vice president, any assistant vice president, the Secretary, any assistant secretary, the Treasurer, any assistant treasurer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
“S&P”: Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., or its successor in interest.
“Seller”: Greenwich Capital Financial Products, Inc., a Delaware corporation, in its capacity as Seller under the Assignment Agreements.
“Senior Principal Distribution Amount”: The excess of (x) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 15.50% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Servicer”: Either Countrywide Servicing, with respect to the Countrwyide Mortgage Loans or GMACM, with respect to the GMACM Mortgage Loans, as the context requires, or any successor Servicer appointed as herein provided, each in its capacity as a Servicer hereunder.
“Servicer Certification”: As defined in Section 3.22(b) (with respect to GMACM) or Section 2.24(b) of Exhibit B (with respect to Countrywide Servicing).
“Servicer Event of Termination”: One or more of the events described in Section 7.01 (with respect to GMACM) or Article III of Exhibit B (with respect to Countrywide Servicing).
“Servicer Prepayment Charge Payment Amount”: The amounts payable by the related Servicer in respect of any waived Prepayment Charges pursuant to Section 2.05, Section 3.01 (with respect to GMACM) or Section 2.01 of Exhibit B (with respect to Countrywide Servicing).
“Servicer Remittance Date”: With respect to any Distribution Date, the third Business Day prior to such Distribution Date.
“Servicer’s Assignee”: As defined in Section 3.29 hereof.
“Servicing Advance Reimbursement Amount”: As defined in Section 3.29.
“Servicing Advances”: With respect to GMACM, all customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by GMACM in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures related to a Mortgage Loan, (iii) the management and liquidation of the REO Property and (iv) compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16, and 3.23. Servicing Advances also include any reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by GMACM in connection with executing and recording instruments of satisfaction, deeds of reconveyance or Assignments in connection with any foreclosure in respect of any Mortgage Loan to the extent not recovered from the related Mortgagor or otherwise payable under this Agreement. GMACM shall not be required to make any Servicing Advance that would be a Nonrecoverable Advance. With respect to Countrywide Servicing, as defined in Exhibit B.
“Servicing Fee”: With respect to GMACM and each GMACM Mortgage Loan and for any calendar month, an amount equal to the Servicing Fee Rate accrued for such month (or in the event of any Principal Prepayment in full made by the Mortgagor during such month, the Servicing Fee Rate accrued for the number of days covered by the payment of interest accompanying the Principal Prepayment in full), on the same principal amount on which interest on such Mortgage Loan accrues for such month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation. With respect to Countrywide Servicing and each Countrywide Mortgage Loan, as defined in Exhibit B.
“Servicing Fee Rate”: 0.50% per annum.
“Servicing Officer”: Any officer of either Servicer involved in, or responsible for, the administration and servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by each Servicer to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended.
“Servicing Rights”: With respect to any SRO Mortgage Loan, any and all of the following: (a) the right to terminate GMACM as servicer of such Mortgage Loan, with or without cause; (b) the right to transfer the Servicing Rights and/or all servicing obligations with respect to such Mortgage Loan; (c) the right to receive the Servicing Fee, less an amount to be retained by GMACM as its servicing compensation as agreed to by the Servicing Rights Owner and GMACM and (d) all powers and privileges incident to any of the foregoing.
“Servicing Rights Owner”: With respect to the SRO Mortgage Loans, the Seller or any successor or assign of the Seller.
“Servicing Standard”: With respect to GMACM, as defined in Section 3.01.
“Servicing Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the Trustee in connection with the transfer of servicing from a predecessor servicer, including, without limitation, any reasonable costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee (or any successor servicer appointed pursuant to Section 7.02) to service the Mortgage Loans properly and effectively and any fees associated with MERS.
“SRO Mortgage Loans”: Any Mortgage Loans for which GMACM is the Servicer and the Seller is the Servicing Rights Owner, which are listed in the Mortgage Loan Schedule.
“Startup Day”: As defined in Section 9.01(b) hereof.
“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the outstanding principal balance of such Mortgage Loan as of the Cut-off Date as shown in the Mortgage Loan
Schedule, minus the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date to the extent received from the Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all Principal Prepayments received after the Cut-off Date to the extent distributed pursuant to Section 4.01 on or before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the extent distributed pursuant to Section 4.01 on or before such date of determination, and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Due Period for the most recent Distribution Date coinciding with or preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust Fund, minus the aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended calendar months, to the extent distributed pursuant to Section 4.01 on or before such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.
“Stepdown Date”: The earlier to occur of (i) the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in November 2008 and (y) the first Distribution Date on which the Credit Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Mortgage Loans but prior to distribution of the Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 84.50%.
“Sub-Servicer”: Any Person with which either Servicer has entered into a Sub- Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02.
“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 3.08 and is otherwise acceptable to the applicable Servicer.
“Sub-Servicing Agreement”: The written contract between either Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02.
“Subsequent Recoveries”: As of any Distribution Date, amounts received by the Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.11 (with respect to GMACM) or Section 2.05 of Exhibit B (with respect to Countrywide Servicing)) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.
“Substitution Adjustment”: As defined in Section 2.03(d) hereof.
“Tax Matters Person”: The tax matters person appointed pursuant to Section 9.01(e) hereof.
“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.
“Termination Price”: As defined in Section 10.01(a) hereof.
“Terminator”: As defined in Section 10.01(a) hereof.
“Trigger Event”: A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if:
(i) the Delinquency Percentage exceeds the applicable percentages of the Credit Enhancement Percentage for the prior Distribution Date as set forth below for the most senior class of Class A Certificates or Mezzanine Certificates then outstanding:
Class |
Percentage |
Class A Certificates |
13.02% |
Class M-1 Certificates |
14.93% |
Class M-2 Certificates |
17.11% |
Class M-3 Certificates |
18.84% |
Class M-4 Certificates |
20.72% |
Class M-5 Certificates |
22.73% |
Class M-6 Certificates |
25.00% |
Class M-7 Certificates |
27.85% |
Class M-8 Certificates |
31.16% |
Class M-9 Certificates |
35.03% |
Class M-10 Certificates |
41.35% |
Class M-11 Certificates |
47.21% |
Class M-12 Certificates |
58.51% |
Class M-13 Certificates |
74.32% |
Class M-14 Certificates |
101.85% |
Class M-15 Certificates |
125.00% |
or
(ii) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period (reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date through the last day of the related Due Period) divided by the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, exceeds the applicable percentages set forth below with respect to such Distribution Date:
Distribution Date Occurring In |
Percentage |
November 2007 through October 2008 |
3.25% for the first month, plus an additional 1/12th of 4.10% for each month thereafter. |
November 2008 through October 2009 |
7.35% for the first month, plus an additional 1/12th of 4.05% for each month thereafter. |
November 2009 through October 2010 |
11.40% for the first month, plus an additional 1/12th of 1.60% for each month thereafter. |
November 2010 and thereafter |
13.00% for each month. |
“Trust”: Soundview Home Loan Trust 2005-B, the trust created hereunder.
“Trust Fund”: All of the assets of the Trust, which is the trust created hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, the Cap Contract and the right to receive any amounts from the Net WAC Rate Carryover Reserve Account and any Servicer Prepayment Charge Payment Amounts. Notwithstanding the foregoing, however, the Trust Fund specifically excludes all Servicing Rights with respect to the GMACM Mortgage Loans.
“Trustee”: Deutsche Bank National Trust Company, a national banking association, or any successor trustee appointed as herein provided.
“Trustee Compensation”: Such compensation, if any, as set forth in the separate fee schedule between the Trustee and the Depositor, which compensation shall be payable to the Trustee on each Distribution Date pursuant to Section 8.05 as compensation for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder.
“Uncertificated Accrued Interest”: With respect to each REMIC 1 Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated REMIC 1 Pass-Through Rate on the Uncertificated Principal Balance of such REMIC 1 Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest Shortfalls (allocated to such REMIC 1 Regular Interests based on their respective entitlements to interest irrespective of any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated Principal Balance”: With respect to each REMIC 1 Regular Interest, the amount of such REMIC 1 Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC 1 Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC 1 Regular Interest shall be reduced by all distributions of principal made on such REMIC 1 Regular Interest on such Distribution Date pursuant to Section 4.08 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.08, and the Uncertificated Principal Balance of REMIC 1 Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.08. With respect to the Class C Interest as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 1
Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates then outstanding. The Uncertificated Principal Balance of each REMIC 1 Regular Interest that has an Uncertificated Principal Balance shall never be less than zero.
“Uncertificated REMIC 1 Pass-Through Rate”: For any Distribution Date and each REMIC 1 Regular Interest, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans for such Distribution Date.
“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.14.
“United States Person” or “U.S. Person”: A citizen or resident of the United States, a corporation, partnership (or other entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury regulations) provided that, for purposes solely of the restrictions on the transfer of Residual Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate the income of which from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. The term “United States” shall have the meaning set forth in Section 7701 of the Code or successor provisions.
“Unpaid Interest Shortfall Amount”: With respect to the Class A Certificates and the Mezzanine Certificates and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class for the immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the amount of interest due but not distributed on the Certificates of such Class on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate for such Class for the related Accrual Period.
“Value”: With respect to any Mortgaged Property, the lesser of (i) the lesser of (a) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Xxxxxx Xxx and Xxxxxxx Mac, and (b) the value thereof as determined by a
review appraisal conducted by the related Originator in the event any such review appraisal determines an appraised value ten percent or more lower than the value thereof as determined by the appraisal referred to in clause (i)(a) above and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the lesser of (1) the value determined by an appraisal made for the related Originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of Xxxxxx Mae and Xxxxxxx Mac and (2) the value thereof as determined by a review appraisal conducted by the related Originator in the event any such review appraisal determines an appraised value ten percent or more lower than the value thereof as determined by the appraisal referred to in clause (ii)(1) above.
“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times the Class A Certificates, the Mezzanine Certificates and the Class C Certificates shall have 98% of the Voting Rights (allocated among the Holders of the Class A Certificates, the Mezzanine Certificates and the Class C Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates), the Class P Certificates shall have 1% of the Voting Rights and the Residual Certificates shall have 1% of the Voting Rights. The Voting Rights allocated to any Class of Certificates (other than the Class P Certificates and the Residual Certificates) shall be allocated among all Holders of each such Class in proportion to the outstanding Certificate Principal Balance of such Certificates and the Voting Rights allocated to the Class P Certificates and the Residual Certificates shall be allocated among all Holders of each such Class in proportion to such Holders’ respective Percentage Interest; provided, however that when none of the Regular Certificates are outstanding, 100% of the Voting Rights shall be allocated among Holders of the Residual Certificates in accordance with such Holders’ respective Percentage Interests in the Certificates of such Class. The Class X Certificates shall have no Voting Rights.
SECTION 1.02 |
Accounting. |
Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken into account such definition or calculation and any related definitions or calculations shall be determined without duplication of such functions.
SECTION 1.03 |
Allocation of Certain Interest Shortfalls. |
For purposes of calculating the amount of the Monthly Interest Distributable Amount for the Class A Certificates, the Mezzanine Certificates and the Class C Certificates for any Distribution Date, (1) the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, among the Class C Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable Pass-Through Rate on the Notional Amount of each such Certificate and, thereafter, among the Class A Certificates and the
Mezzanine Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rate on the respective Certificate Principal Balance of each such Certificate and (2) the aggregate amount of any Realized Losses and Net WAC Rate Carryover Amounts shall be allocated among the Class C Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable Pass-Through Rate on the Notional Amount of each such Certificate.
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14, REMIC 1 Regular Interest LTM15 and REMIC 1 Regular Interest LTZZ pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated Principal Balance of each such REMIC 1 Regular Interest.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 |
Conveyance of Mortgage Loans. |
The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Master Agreements (as assigned to the Depositor pursuant to the terms of the Assignment Agreements), (v) the right to receive any amounts payable under the Cap Contract, (vi) all other assets included or to be included in the Trust Fund and (vii) all proceeds of any of the foregoing; provided that such assignment shall not include any Servicing Rights with respect to the SRO Mortgage Loans. Such assignment includes all interest and principal due and collected by the Depositor or the related Servicer after the Cut-off Date with respect to the Mortgage Loans.
Notwithstanding anything provided herein to the contrary, each of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the Servicing Rights with respect to the SRO Mortgage Loans.
The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contract on the Closing Date and thereafter on behalf of the Holders of the Class A-1 Certificates. The Depositor, each Servicer and the Holders of the Class A-1 Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity.
In connection with such transfer and assignment, the Depositor, does hereby deliver to, and deposit with the Trustee, the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (with respect to each Mortgage Loan, a “Mortgage File”):
(i) the original Mortgage Note, endorsed either (A) in blank, or (B) in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee, without recourse” or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; provided, however, that such
substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the Pool Balance as of the Cut-off Date;
(ii) the original Mortgage (noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan), with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording;
(iii) unless the Mortgage Loan is registered on the MERS® System, an original Assignment, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to “Deutsche Bank National Trust Company, as Trustee, without recourse”
(iv) an original of any intervening assignment of Mortgage showing a complete chain of assignments (or to MERS if the Mortgage Loan is registered on the MERS® System and noting the presence of MIN);
(v) |
the original or a certified copy of lender’s title insurance policy; and |
(vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any.
The Depositor herewith also delivers to the Trustee an executed copy of each Assignment Agreement and each Master Agreement.
If any of the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee no later than the Closing Date, of a copy of each such document certified by the related Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the related Originator, delivery to the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(v) above, the Depositor shall deliver or cause to be delivered to the Trustee, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee, promptly upon receipt
thereof. The related Servicer or the Depositor shall deliver or cause to be delivered to the Trustee, promptly upon receipt thereof, any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.
Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Trustee shall notify the related Servicer and such Servicer (or, if the Servicer is an Affiliate of the related Originator, the Trustee) shall enforce the obligations of the related Originator under the related Master Agreement to cure such defect or deliver such missing document to the Trustee within 90 days. If such Originator does not cure such defect or deliver such missing document within such time period, the related Servicer (or, if the Servicer is an Affiliate of the related Originator, the Trustee) shall use commercially reasonable efforts to attempt to enforce the obligations of such Originator to either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03; provided, however, that the related Servicer or the Trustee shall not be under any obligation to take any action pursuant to this paragraph unless directed by the Depositor and provided, further, the Depositor hereby agrees to assist the related Servicer or the Trustee in enforcing any obligations of any Originator to repurchase or substitute for a Mortgage Loan which has breached a representation or warranty under the related Assignment Agreement. In connection with the foregoing, it is understood that the Trustee shall have no duty to discover any such defects except in the course of performing its review of the Mortgage Files to the extent set forth herein.
Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage, the Trustee shall enforce the obligations of each Originator under the related Master Agreement to cause the Assignments which were delivered in blank to be completed and to record all Assignments referred to in Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv) hereof. The Trustee shall enforce the obligations of each Originator under the related Master Agreement to deliver such assignments for recording within 180 days of the Closing Date. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligations of each Originator under the related Master Agreement to promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee and the Depositor receive notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment, except with respect to any Mortgage Loan for which MERS is identified on the Mortgage, shall be submitted for recording in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Termination (in which case the Assignments for the Mortgage Loans serviced by the related Servicer shall be recorded), (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in
Section 7.02 hereof (in which case the Assignments for the Mortgage Loans serviced by the related Servicer shall be recorded), (v) upon receipt of notice from the related Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) upon receipt of notice from the related Servicer, any Mortgage Loan that is 90 days or more Delinquent. In the event of (i) through (vi) set forth in the immediately preceding sentence, the Trustee shall enforce the obligations of the related Originator to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Seller. Notwithstanding the foregoing, if the related Originator fails to pay the cost of recording the Assignments, such expense will, subject to Section 8.01, be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust.
Each Servicer shall forward to the Trustee original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the Servicer shall provide the Trustee with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 365 days of its submission for recordation. In the event that the related Servicer cannot provide a copy of such document certified by the public recording office within such 365 day period, such Servicer shall deliver to the Trustee, within such 365 day period, an Officers’ Certificate of the Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Trustee due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known and (D) specify the date the applicable recorded document is expected to be delivered to the Trustee, and, upon receipt of a copy of such document certified by the public recording office, the Servicer shall immediately deliver such document to the Trustee. In the event the appropriate public recording office will not certify as to the accuracy of such document, the related Servicer shall deliver a copy of such document certified by an officer of such Servicer to be a true and complete copy of the original to the Trustee.
The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws.
SECTION 2.02 |
Acceptance by Trustee. |
Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt by it of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.
The Trustee agrees to execute and deliver to the Depositor and the Servicers on or prior to the Closing Date an acknowledgment of receipt of the related original Mortgage Note for each Mortgage Loan (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto.
The Trustee agrees, for the benefit of the Certificateholders, to review, or that it has reviewed pursuant to Section 2.01, each Mortgage File on or prior to the Closing Date, with respect to each Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof). The Trustee further agrees, for the benefit of the Certificateholders, to certify to the Depositor and the related Servicer in substantially the form attached hereto as Exhibit F-1, within 45 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within 45 days after the assignment thereof) that, as to each Mortgage Loan listed in the respective Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and appear on their face to relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (1) and (3) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, legally enforceable, valid or binding or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the related Servicer a final certification in the form annexed hereto as Exhibit F-2, with any applicable exceptions noted thereon.
If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not to conform with respect to any characteristics which are within the scope of the Trustee’s review as provided herein, at the conclusion of its review, the Trustee shall so notify the Seller, the Depositor, the related Originator and the related Servicer. In addition, upon the discovery by the Depositor or the related Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by an Originator in the related Master Agreement or the Seller in the related Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement.
The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.
SECTION 2.03 |
Repurchase or Substitution of Mortgage Loans by an Originator or the Seller. |
(a) Upon discovery or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by an Originator or the Seller, as applicable, of any representation, warranty or covenant under a Master Agreement or an Assignment Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the related Servicer of such defect, missing document or breach and such Servicer (or, if the Servicer is an Affiliate of the related Originator, the Trustee) shall request that the related Originator deliver such missing document or that the related Originator cure such defect or breach within 90 days from the date such Originator was notified of such missing document, defect or breach, and if such Originator does not deliver such missing document or cure such defect or breach in all material respects during such period, the Servicer (or, if the Servicer is an Affiliate of the related Originator, the Trustee) shall use commercially reasonable efforts to attempt to enforce such Originator’s obligation under the related Master Agreement or the Seller’s obligation under the related Assignment Agreement and notify the Originator or the Seller, as applicable, of its obligation to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 90 day period (subject to Section 2.03(e)); provided, however, that such Servicer or the Trustee shall not be under any obligation to take any action pursuant to this paragraph unless directed by the Depositor and provided, further, the Depositor hereby agrees to assist such Servicer or the Trustee in enforcing any obligations of any Originator to repurchase or substitute for a Mortgage Loan which has breached a representation or warranty under the related Assignment Agreement. The Purchase Price for the repurchased Mortgage Loan shall be remitted to the related Servicer for deposit in the related Collection Account, and the Trustee, upon receipt of written certification from the related Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the related Originator or Seller, as applicable, any Mortgage Loan released pursuant hereto and the Trustee shall have no further responsibility with regard to such Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). In lieu of repurchasing any such Mortgage Loan as provided above, an
Originator or the Seller, as applicable, may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d); provided, however, the Seller may not substitute for any Mortgage Loan which breaches a representation or warranty regarding abusive or predatory lending laws. In furtherance of the foregoing, if an Originator or the Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS® System, such Originator or the Seller, as applicable, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to such Originator or the Seller, as applicable, and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. It is understood and agreed that the obligation of an Originator or the Seller, as applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against any Originator or the Seller, as applicable, respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.
(b) Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor of the breach of any representation, warranty or covenant of the Depositor set forth in Section 2.06, which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Depositor shall cure such breach in all material respects.
(c) Within 90 days of the earlier of discovery by either Servicer or receipt of notice by either Servicer of the breach of any representation, warranty or covenant of such Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Servicer shall cure such breach in all material respects.
(d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which an Originator or the Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by such Originator or the Seller, as applicable, delivering to the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage and the Assignment to the Trustee in blank, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment (as described below), if any, in connection with such substitution. The Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within 45 days thereafter, shall review such documents as specified in Section 2.02 and the Trustee shall deliver to the related Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee shall deliver to the related Servicer a certification substantially in the form of Exhibit F-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the related Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the collections and recoveries in respect of such Deleted Mortgage Loan in the Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the Trustee, who shall forward such notice to the Certificateholders, that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such substitution by an Originator or the Seller, as applicable, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the related Assignment Agreement, including all applicable representations and warranties thereof included in such Assignment Agreement as of the date of substitution.
For any month in which an Originator or the Seller, as applicable, substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (the “Substitution Adjustment”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan, of the Stated Principal Balance thereof as of the date of substitution, together with one month’s interest on such Stated Principal Balance at the applicable Mortgage Rate. On the date of such substitution, the related Originator or the Seller, as applicable, will deliver or cause to be delivered to the related Servicer for deposit in its Collection Account an amount equal to the Substitution Adjustment, if any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as such Originator or the Seller, as applicable, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.
In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(I) of the Code or on “contributions after the startup date” under Section 860G(d)(I) of the Code or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given.
(e) Upon discovery by the Depositor, either Servicer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties hereto. In connection therewith, the related Originator or the Depositor, as the case may be, shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made (i) by the related Originator if the affected Mortgage Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by such Originator under the related Assignment Agreement or (ii) by the Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is a breach of any representation or warranty of the Depositor set forth in Section 2.06, or if its status as a non-qualified mortgage is a breach of no representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a) or 2.03(d), if made by an Originator, or Section 2.03(b), if made by the Depositor. The Trustee shall reconvey to the Depositor or the related Originator, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty.
(f) Upon discovery or receipt of written notice of a breach by the Seller of any representation, warranty or covenant made by the Seller under the Assignment Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, and if either (i) such Mortgage Loan is not in breach of any representation, warranty or covenant of the related Originator or (ii) the related Originator has failed to remedy such representation, warranty or covenant with respect to such Mortgage Loan, then the Trustee shall promptly notify the Servicer of such breach and the Servicer shall request that the Seller remedy such breach by the Seller, to the extent provided in the Assignment Agreement, in the manner and within the time periods set forth in the Assignment Agreement.
SECTION 2.04 |
[Reserved]. |
|
SECTION 2.05 |
Representations, Warranties and Covenants of GMACM. |
This Section 2.05 is applicable only to GMACM and the GMACM Mortgage Loans. The representations, warranties and coventants of Coutntrywide Servicing are set forth in Exhibit B hereto. With respect to Countrywide Servicing, to the extent of any inconsistency between the provisions of this Section 2.05 and Exhibit B, the provisions of Exhibit B shall control.
GMACM hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:
(i) GMACM is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by GMACM or to ensure the enforceability or validity of each Mortgage Loan serviced by it; GMACM has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by GMACM and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of GMACM, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally; and all requisite corporate action has been taken by GMACM to make this Agreement valid and binding upon GMACM in accordance with its terms;
(ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of GMACM and will not result in the material breach of any term or provision of the charter or by-laws of GMACM or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other instrument to which GMACM or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which GMACM or its property is subject;
(iii) The execution and delivery of this Agreement by GMACM and the performance and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained;
(iv) This Agreement, and all documents and instruments contemplated hereby which are executed and delivered by GMACM, constitute and will constitute valid, legal and binding obligations of GMACM, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and general principles of equity;
(v) GMACM does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(vi) There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against GMACM that, either individually or in the aggregate, (A) may result in any change in the business, operations, financial condition, properties or assets of GMACM that might prohibit or materially and adversely affect the performance by GMACM of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of GMACM to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in
connection with the obligations of GMACM contemplated herein, or (D) would otherwise be likely to impair materially the ability of GMACM to perform under the terms of this Agreement;
(vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by GMACM in connection with the transactions contemplated hereby contains any untrue statement of a material fact;
(viii) GMACM will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01;
(ix) GMACM has fully furnished and will continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors (the “Credit Repositories”) in a timely manner; and
(x) GMACM is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, either Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to GMACM and the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of discovery by GMACM or receipt of notice by GMACM of the breach of the representation or covenant GMACM set forth in Section 2.05(viii) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, GMACM must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into its Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders, pursuant to the Master Agreements respecting a breach of the representations, warranties and covenants of the Originators.
SECTION 2.06 |
Representations and Warranties of the Depositor. |
The Depositor represents and warrants to the Trust, the Servicers and the Trustee on behalf of the Certificateholders as follows:
(i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature;
(iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors;
(v) The Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with full corporate power and authority to own its assets and conduct its business as presently being conducted;
(vi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;
(vii) The execution, delivery and performance of this Agreement by the Depositor, and the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement);
(viii) To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and
(ix) There are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.
SECTION 2.07 |
Issuance of Certificates. |
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates constitute the entire beneficial ownership interest in the Trust Fund.
SECTION 2.08 |
[Reserved]. |
SECTION 2.09 |
Acceptance of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 by the Trustee; |
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC 1 for the benefit of the holders of the REMIC 1 Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC 1 Regular Interests (which are uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC 1 Regular Interests and the Class R Certificates (in respect of the Class R-1 Interest). The interests evidenced by the Class R-1
Interest, together with the REMIC 1 Regular Interests, constitute the entire beneficial ownership interest in REMIC 1.
(b) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC 1 Regular Interests for the benefit of the holders of the REMIC 2 Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-2 Interest). The Trustee acknowledges receipt of the REMIC 1 Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC 2 Regular Interests and the Class R Certificates (in respect of the Class R-2 Interest). The interests evidenced by the Class R-2 Interest, together with the REMIC 2 Regular Interests, constitute the entire beneficial ownership interest in REMIC 2.
(c) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class C Interest (which is uncertificated) for the benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-3 Interest). The interests evidenced by the Class R-3 Interest, together with the Class C Certificates, constitute the entire beneficial ownership interest in REMIC 3.
(d) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-4 Interest). The interests evidenced by the Class R-4 Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC 4.
(e) In exchange for the REMIC 1 Regular Interests and, concurrently with the assignment to the Trustee thereof, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Regular Certificates (other than the Class C Certificates and Class P Certificates) in authorized denominations, which Certificates, together with the Class C Interests and Class P Interests and the Class R Certificates (in respect of the Class R-2 Interest), evidence the entire beneficial ownership interest in REMIC 2.
(f) In exchange for the Class C Interest and, concurrently with the assignment to the Trustee thereof, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class C Certificates in authorized denominations, which Certificates, together with the Class R-X Certificates (in respect of the Class R-3 Interest), evidence the entire beneficial ownership interest in REMIC 3.
(g) In exchange for the Class P Interest and, concurrently with the assignment to the Trustee thereof, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, the Class P Certificates in authorized denominations, which Certificates, together with the Class R-X Certificates (in respect of the Class R-4 Interest), evidence the entire beneficial ownership interest in REMIC 4.
(h) Concurrently with (i) the assignment and delivery to the Trustee of REMIC 1 (including the Residual Interest therein represented by the Class R-1 Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and Section 2.09(a), (ii) the assignment and delivery to the Trustee of REMIC 2 (including the Residual Interest therein represented by the Class R-2 Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.09(b), (iii) the assignment and delivery to the Trustee of REMIC 3 (including the Residual Interest therein represented by the Class R-3 Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.09(c) and (iv) the assignment and delivery to the Trustee of REMIC 4 (including the Residual Interest therein represented by the Class R-4 Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.09(d), the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates (evidencing the Class R-1 Interest and the Class R-2 Interest) and the Class R-X Certificates (evidencing the Class R-3 and Class R-4 Interest) in authorized denominations.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE GMACM MORTGAGE LOANS
SECTION 3.01 |
GMACM to Act as Servicer. |
This Article III is applicable only to GMACM and the GMACM Mortgage Loans. The administration and servicing of the Countrywide Mortgage Loans is set forth in Exhibit B hereto. With respect to Countrywide Servicing and the Countrywide Mortgage Loans, to the extent of any inconsistency between the provisions of this Article III and Exhibit B, the provisions of Exhibit B shall control.
All references to actions to be taken or previously taken by GMACM under this Article III with respect to a Mortgage Loan or Mortgage Loans or with respect to an REO Property or REO Properties shall be to actions to be taken or previously taken by GMACM with respect to a GMACM Mortgage Loan or GMACM Mortgage Loans serviced thereby or with respect to an REO Property or REO Properties administered thereby. Furthermore, all references to actions to be taken or previously taken by GMACM under this Article III with respect to “the Collection Account” or “the Escrow Account” shall be to actions to be taken or previously taken by GMACM with respect to the Collection Account or the Escrow Account to be established and maintained thereby.
GMACM shall service and administer the Mortgage Loans on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders (as determined by GMACM in its reasonable judgment) in accordance with the terms of this Agreement and the GMACM Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to:
(i) any relationship that GMACM, any Sub-Servicer or any Affiliate of GMACM or any Sub-Servicer may have with the related Mortgagor;
(ii) the ownership or non-ownership of any Certificate by GMACM or any Affiliate of GMACM;
(iii) |
GMACM’s obligation to make Advances or Servicing Advances; or |
(iv) GMACM’s or any Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction (the “Servicing Standard”).
To the extent consistent with the foregoing, GMACM (a) shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following
circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of GMACM, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) the collection of such Prepayment Charge would be in violation of applicable laws or (iv) GMACM has not received information and documentation sufficient to confirm the existence or amount of such Prepayment Charge. If a Prepayment Charge is waived as permitted by meeting the standard described in clauses (iii) or (iv) above, then GMACM shall make commercially reasonable efforts to attempt to enforce the obligations of the related Originator under the related Master Agreement to pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates; provided, however, that GMACM shall not be under any obligation to take any action pursuant to this paragraph unless directed by the Depositor and provided, further, the Depositor hereby agrees to assist GMACM in enforcing any obligations of any Originator to repurchase or substitute for a Mortgage Loan which has breached a representation or warranty under the related Assignment Agreement. If GMACM makes a good faith determination as evidenced by an officer’s certificate delivered by GMACM to the Trustee, that GMACM’s efforts are not reasonably expected to be successful in enforcing such rights, it shall notify the Trustee of such failure and the Trustee, with the cooperation of GMACM, shall enforce the obligation of the related Originator under the related Master Agreement to pay to GMACM the amount of such waived Prepayment Charge. If such Originator fails to pay the amount of such waived Prepayment Charge in accordance with its obligations under the related Master Agreement, the Trustee, GMACM and the Depositor shall consult on further actions to be taken against such Originator.
Subject only to the above-described servicing standards and the terms of this Agreement and of the Mortgage Loans, GMACM shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, GMACM, in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee when GMACM believes it appropriate in its best judgment in accordance with the Servicing Standard, to execute and deliver, on behalf of the Certificateholders and the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. GMACM shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. GMACM shall also comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any standard hazard insurance policy. Subject to Section 3.17, within five (5) days of the Closing Date, the Trustee shall execute and furnish to GMACM and any Sub-Servicer any special or limited powers of attorney and other documents necessary or appropriate to enable GMACM or any Sub-Servicer to carry out their servicing and administrative duties hereunder; provided, such limited powers of attorney or other documents shall be prepared by GMACM and submitted to the Trustee for
execution. The Trustee shall not be liable for the actions by GMACM or any Sub-Servicers under such powers of attorney.
GMACM further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when GMACM or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable to GMACM by withdrawal from the Collection Account pursuant to Section 3.11.
Subject to Section 3.09 hereof, in accordance with the standards of the preceding paragraph, GMACM, on escrowed accounts, shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by GMACM or by Sub-Servicers in effecting the payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
Notwithstanding anything in this Agreement to the contrary, GMACM may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.04) and GMACM shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Stated Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (unless, in any such case, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of GMACM, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (B) cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions.
GMACM shall also undertake to defend, with respect to a claim against the Trustee or the Trust, any claims against the Trust, the Trustee or itself by a Mortgagor which relate to or affect the servicing of any Mortgage Loan. This shall not be construed as an assumption of liability in such matters. The Trustee shall notify GMACM of any such claim as soon as practicable after receiving notice of such claim. GMACM shall not be liable for any delay in responding to any claim of which it has not received timely notice. The Trustee shall
cooperate with GMACM in all aspects of the defense of such claims, including the timely delivery of all relevant litigation files and other related information. In the event GMACM acts on behalf of the Trustee, the Trust or itself in any such litigation, the Trust shall pay all costs and expenses (including attorneys’ fees, court costs, settlements and judgments) associated with the defense and management of such claim; provided, however, that GMACM shall not be indemnified for any such cost or expense relating to claims against GMACM and incurred by reason of its willful misfeasance, bad faith or negligence in the performance of its duties hereunder.
SECTION 3.02 |
Sub-Servicing Agreements Between Servicer and Sub-Servicers. |
(a) GMACM may enter into Sub-Servicing Agreements with Sub-Servicers, which may be Affiliates of GMACM, for the servicing and administration of the Mortgage Loans; provided, however, such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangement contemplated hereunder. The Trustee is hereby authorized to acknowledge, at the request of GMACM, any Sub-Servicing Agreement. No such acknowledgment shall be deemed to imply that the Trustee has consented to any such Sub-Servicing Agreement, has passed upon whether such Sub-Servicing Agreement meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement or has passed upon whether such Sub-Servicing Agreement is otherwise permitted under this Agreement.
Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. GMACM will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. Any variation in any Sub-Servicing Agreements from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to GMACM, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. GMACM shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon GMACM’s execution and delivery of such instruments.
(b) As part of its servicing activities hereunder, GMACM, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-
Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as GMACM, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. GMACM shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.
SECTION 3.03 |
Successor Sub-Servicers. |
GMACM shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by GMACM without any act or deed on the part of such Sub-Servicer or GMACM, and GMACM either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02.
Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by GMACM or the Trustee (if the Trustee is acting as Servicer) without fee, in accordance with the terms of this Agreement, in the event that GMACM (or the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be a Servicer (including termination due to a Servicer Event of Termination).
SECTION 3.04 |
Liability of GMACM. |
Notwithstanding any Sub-Servicing Agreement or the provisions of this Agreement relating to agreements or arrangements between GMACM and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, GMACM shall remain obligated and primarily liable to the Trustee and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if GMACM alone were servicing and administering the Mortgage Loans. GMACM shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of GMACM by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05 |
No Contractual Relationship Between Sub-Servicers and the Trustee or Certificateholders. |
Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such shall be deemed to be between the Sub-Servicer and GMACM alone, and the Trustee or Certificateholders shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the Sub-Servicer except as set forth in Section 3.06. GMACM shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective of whether GMACM’s compensation pursuant to this Agreement is sufficient to pay such fees.
SECTION 3.06 |
Assumption or Termination of Sub-Servicing Agreements by Trustee. |
In the event GMACM shall for any reason no longer be a Servicer (including by reason of the occurrence of a Servicer Event of Termination), the Trustee, in addition to its duties under Section 7.02, shall thereupon assume all of the rights and obligations of GMACM under each Sub-Servicing Agreement that GMACM may have entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03. Upon such assumption, the Trustee (or the successor servicer appointed pursuant to Section 7.02) shall be deemed, subject to Section 3.03, to have assumed all of GMACM’s interest therein and to have replaced GMACM as a party to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement had been assigned to the assuming party, except that (i) GMACM shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement that arose before it ceased to be a Servicer and (ii) neither the Trustee nor any successor Servicer shall be deemed to have assumed any liability or obligation of GMACM that arose before it ceased to be a Servicer.
GMACM at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer is the Trustee or it defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).
SECTION 3.07 |
Collection of Certain Mortgage Loan Payments. |
GMACM shall make reasonable efforts, in accordance with the Servicing Standard, to collect all payments called for under the terms and provisions of the Mortgage Loans and the provisions of any applicable insurance policies provided to GMACM. Consistent with the foregoing, GMACM may in its discretion (i) waive any late payment charge or, if applicable, any penalty interest, or any provisions of any Mortgage Loan requiring the related Mortgagor to submit to mandatory arbitration with respect to disputes arising thereunder or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided, however, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, GMACM shall make timely Advances on such Mortgage Loan during such extension pursuant to Section 4.04 and in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of GMACM, such default is reasonably foreseeable, GMACM, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “forbearance”). GMACM’s analysis supporting any forbearance and the conclusion that any forbearance meets the standards of Section 3.01 shall be reflected in writing in the Mortgage File.
SECTION 3.08 |
Sub-Servicing Accounts. |
In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub- Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Account shall be an Eligible Account and shall comply with all requirements of this Agreement relating to the Collection Account. The Sub-Servicer shall deposit in the clearing account in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement, and shall thereafter deposit such amounts in the Sub-Servicing Account, in no event more than two Business Days after the receipt of such amounts. The Sub-Servicer shall thereafter deposit such proceeds in the Collection Account or remit such proceeds to GMACM for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account. For purposes of this Agreement, GMACM shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.
SECTION 3.09 |
Collection of Taxes, Assessments and Similar Items; Escrow Accounts. |
To the extent required by the related Mortgage Note, GMACM shall establish and maintain, or cause to be established and maintained, one or more accounts (the “Escrow Accounts”), into which all Escrow Payments shall be deposited and retained. Escrow Accounts shall be Eligible Accounts. GMACM shall deposit in the clearing account in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities, all Escrow Payments collected on account of the Mortgage Loans and shall deposit in the Escrow Accounts, in no event more than two Business Days after the receipt of such Escrow Payments, all Escrow Payments collected on account of the Mortgage Loans for the purpose of effecting the payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from an Escrow Account may be made only to (i)
effect payment of taxes, assessments, hazard insurance premiums, and comparable items in a manner and at a time that assures that the lien priority of the Mortgage is not jeopardized (or, with respect to the payment of taxes, in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien); (ii) reimburse GMACM (or a Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out of related collections for any Servicing Advances made pursuant to Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to Mortgagors on balances in the Escrow Account; or (v) clear and terminate the Escrow Account at the termination of GMACM’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article X. In the event GMACM shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. GMACM will be responsible for the administration of the Escrow Accounts and will be obligated to make Servicing Advances to such accounts when and as necessary to avoid the lapse of insurance coverage on the Mortgaged Property, or which GMACM knows, or in the exercise of the required standard of care of GMACM hereunder should know, is necessary to avoid the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien. If any such payment has not been made and GMACM receives notice of a tax lien with respect to the Mortgage being imposed, GMACM will, within 10 Business Days of receipt of such notice, advance or cause to be advanced funds necessary to discharge such lien on the Mortgaged Property. As part of its servicing duties, GMACM or any Sub-Servicers shall pay to the Mortgagors interest on funds in the Escrow Accounts, to the extent required by law and, to the extent that interest earned on funds in the Escrow Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. GMACM may pay to itself any excess interest on funds in the Escrow Accounts, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.
SECTION 3.10 |
Collection Account and Distribution Account. |
(a) On behalf of the Trust Fund, GMACM shall establish and maintain, or cause to be established and maintained, one or more accounts (such account or accounts, the “Collection Account”), held in trust for the benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund, GMACM shall deposit or cause to be deposited in the Collection Account, in no event more than two Business Days after GMACM’s receipt thereof, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the Mortgage Loans due on or before the Cut-off Date) or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments (but not Prepayment Charges), on the Mortgage Loans;
(ii) all payments on account of interest (net of the Servicing Fee) on each Mortgage Loan;
(iii) all Insurance Proceeds, Net Liquidation Proceeds, Subsequent Recoveries and condemnation proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 10.01);
(iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;
(v) any amounts required to be deposited by GMACM pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03, Section 3.16(c) or Section 10.01;
(vii) all amounts required to be deposited in connection with Substitution Adjustments pursuant to Section 2.03; and
(viii) all Prepayment Charges collected by GMACM and any Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans.
The foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of Servicing Fees, late payment charges, assumption fees, insufficient funds charges and ancillary income (other than Prepayment Charges) need not be deposited by GMACM in the Collection Account and may be retained by GMACM as additional compensation. In the event GMACM shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
(b) On behalf of the Trust Fund, the Trustee shall establish and maintain one or more segregated, non-interest bearing trust accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund, GMACM shall deliver to the Trustee in immediately available funds for deposit in the Distribution Account on or before 1:00 p.m. New York time on the Servicer Remittance Date, that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be withdrawn from the Distribution Account) for the related Distribution Date then on deposit in the Collection Account, the amount of all Prepayment Charges collected during the applicable Prepayment Period by GMACM and Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans then on deposit in the Collection Account, the amount of any funds reimbursable to an Advancing Person pursuant to Section 3.29 (unless such amounts are to be
remitted in another manner as specified in the documentation establishing the related Advance Facility).
If, by 1:00 p.m. New York time, on the Servicer Remittance Date, GMACM fails to remit to the Trustee for deposit into the Distribution Account any amounts required to be so remitted by GMACM pursuant to this Agreement, GMACM shall pay to the Trustee, for its own account, interest on such amounts at the prime rate for such date (as set forth in the Wall Street Journal for the period commencing on the Servicer Remittance Date through the Business Day on which such failure is remedied).
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. GMACM shall give written notice to the Trustee of the location of the Collection Account maintained by it when established and prior to any change thereof. The Trustee shall give notice to GMACM and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) Funds held in the Collection Account at any time may be delivered by GMACM to the Trustee for deposit in an account (which may be the Distribution Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of the Collection Account; provided, however, that the Trustee shall have the sole authority to withdraw any funds held pursuant to this subsection (d). In the event GMACM shall deliver to the Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Trustee withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding. In addition, GMACM, with respect to items (i) through (iv) below, shall deliver to the Trustee from time to time for deposit, and the Trustee, with respect to items (i) through (iv) below, shall so deposit, in the Distribution Account:
(i) |
any Advances, as required pursuant to Section 4.04; |
(ii) any amounts required to be deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;
(iii) any amounts to be paid by GMACM in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 10.01;
(iv) any Compensating Interest to be deposited pursuant to Section 3.24 in connection with any Prepayment Interest Shortfall; and
(v) any amounts required to be paid to the Trustee pursuant to the Agreement, including, but not limited to Section 3.06 and Section 7.02.
SECTION 3.11 |
Withdrawals from the Collection Account and Distribution Account. |
(a) GMACM shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.04:
(i) to remit to the Trustee for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject to Section 3.16(d), to reimburse itself for (a) any unreimbursed Advances to the extent of amounts received which represent Late Collections (net of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds on Mortgage Loans or REO Properties with respect to which such Advances were made in accordance with the provisions of Section 4.04; or (b) without limiting any right of withdrawal set forth in clause (vi) below, any unreimbursed Advances that, upon a Final Recovery Determination with respect to such Mortgage Loan, are Nonrecoverable Advances, but only to the extent that Late Collections (net of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse itself for such unreimbursed Advances;
(iii) subject to Section 3.16(d), to pay itself or any Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan or REO Property, and (c) without limiting any right of withdrawal set forth in clause (vi) below, any Servicing Advances made with respect to a Mortgage Loan that, upon a Final Recovery Determination with respect to such Mortgage Loan are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse itself or any Sub-Servicer for Servicing Advances;
(iv) to pay to itself as additional servicing compensation (in addition to the Servicing Fee) on the Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account;
(v) to pay itself, the related Originator or the Seller, as applicable, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;
(vi) to reimburse itself for any Advance or Servicing Advance previously made which GMACM has determined to be a Nonrecoverable Advance in accordance with the provisions of Section 4.04;
(vii) to pay, or to reimburse itself for Servicing Advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);
(viii) to reimburse itself for expenses incurred by or reimbursable to it pursuant to Section 6.03;
(ix) to pay itself any Prepayment Interest Excess (to the extent not otherwise retained);
(x) to clear and terminate the Collection Account pursuant to Section 10.01; and
(xi) to withdraw any amount deposited in the Collection Account and not required to be deposited therein.
The foregoing requirements for withdrawal from the Collection Account shall be exclusive. In the event GMACM shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
GMACM shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account, to the extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi) and (vii) above. GMACM shall provide written notification to the Trustee, on or prior to the next succeeding Servicer Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vi) above; provided that an Officers’ Certificate in the form described under Section 4.04(d) shall suffice for such written notification to the Trustee in respect hereof.
(b) The Trustee shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:
(i) |
to make distributions in accordance with Section 4.01; |
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(ii) |
to pay itself the Trustee Compensation pursuant to Section 8.05; |
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(iii) |
to pay any amounts in respect of taxes pursuant to Section 9.01(g); |
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(iv) |
to clear and terminate the Distribution Account pursuant to Section 10.01; | |||
(v) to pay any amounts required to be paid to the Trustee pursuant to this Agreement, including but not limited to funds required to be paid pursuant to Section 3.06, Section 4.01, Section 7.02 and Section 8.05;
(vi) to pay to the Trustee, any interest or investment income earned on funds deposited in the Distribution Account; and
(vii) to pay to an Advancing Person reimbursements for Advances and/or Servicing Advances pursuant to Section 3.29.
SECTION 3.12 |
Investment of Funds in the Collection Account and the Distribution Account. |
(a) GMACM may direct any depository institution maintaining the Collection Account and any REO Account to invest the funds on deposit in such accounts, and the Trustee may invest the funds on deposit in the Distribution Account or hold such funds uninvested (each such account, for the purposes of this Section 3.12, an “Investment Account”). All investments pursuant to this Section 3.12 shall be in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon or if such investment is managed or advised by a Person other than the Trustee or an Affiliate of the Trustee, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor thereon or if such investment is managed or advised by the Trustee or any Affiliate. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such), or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account, any REO Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee shall:
(x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trustee that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.
(b) All income and gain realized from the investment of funds deposited in the Collection Account and any REO Account held by or on behalf of GMACM shall be for the benefit of GMACM and shall be subject to its withdrawal in accordance with Section 3.11, Section 3.29 or Section 3.23, as applicable. GMACM shall deposit in the Collection Account or any REO Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such Account immediately upon realization of such loss.
(c) All income and gain realized from the investment of funds deposited in the Distribution Account shall be for the benefit of the Trustee. The Trustee shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such Account immediately upon realization of such loss. Notwithstanding the foregoing, the Trustee may at its discretion, and without liability, hold the funds in the Distribution Account uninvested.
(d) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of the Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
(e) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable to the Trustee pursuant to Section 3.11 or 3.12 or otherwise payable in respect of extraordinary Trust Fund expenses.
SECTION 3.13 |
[Reserved]. |
SECTION 3.14 |
Maintenance of Hazard Insurance and Errors and Omissions |
(a) GMACM shall cause to be maintained for each Mortgage Loan hazard insurance with extended coverage on the Mortgaged Property in an amount which is at least equal to the lesser of (i) the current Principal Balance of such Mortgage Loan and (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. GMACM shall also cause to be maintained hazard insurance with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and (ii) the outstanding Principal Balance of the related Mortgage Loan at the time it became an REO Property. GMACM will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. Any amounts to be collected by GMACM under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that GMACM would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note) shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.23, if received in respect of an REO Property. Any cost incurred by GMACM in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards and flood insurance has been made available, GMACM will cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid Principal Balance of the related Mortgage Loan and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program).
In the event that GMACM shall obtain and maintain a blanket policy insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.14, it being understood and agreed that such policy may contain a deductible clause on terms substantially equivalent to those commercially available and maintained by competent servicers, in which case GMACM shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of this Section 3.14, and there shall have been one or more losses which would have been covered by such policy, deposit to the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, GMACM agrees to prepare and present, on behalf of itself, the Depositor, the Trustee and Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.
(b) GMACM shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of GMACM’s obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless GMACM has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. GMACM shall also maintain a fidelity bond in the form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless GMACM has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. GMACM shall be deemed to have complied with this provision if an Affiliate of GMACM has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to GMACM. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee. GMACM shall also cause each Sub-Servicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.
SECTION 3.15 |
Enforcement of Due-On-Sale Clauses; Assumption Agreements. |
GMACM will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that GMACM shall not be required to take such action if in its sole business judgment GMACM believes it is not in the best interests of the Trust Fund and shall not exercise any such rights if prohibited by law from doing so. If GMACM reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, GMACM will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. GMACM is also authorized, to the extent permitted under the related Mortgage Note, to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the current underwriting criteria of GMACM for a mortgage loan similar to the related Mortgage Loan. In connection with any assumption, modification or substitution, GMACM shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. GMACM shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by GMACM in respect of an assumption, modification or substitution of liability agreement shall be retained by GMACM as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. GMACM shall notify the Trustee that any such substitution, modification or assumption agreement has been completed by forwarding to the Trustee the executed original of such substitution, modification or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof.
Notwithstanding the foregoing paragraph or any other provision of this Agreement, GMACM shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which GMACM may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.
SECTION 3.16 |
Realization Upon Defaulted Mortgage Loans. |
(a) (i) GMACM shall use its reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. GMACM shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by GMACM as contemplated in Section 3.11(a) and Section 3.23. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, GMACM shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses.
(ii) With respect to any Mortgage Loan, if GMACM determines that no significant recovery is possible through foreclosure proceedings or other liquidation of the related Mortgaged Property, it will be obligated to charge off the related Mortgage Loan no later than the time such Mortgage Loan becomes 180 days Delinquent. Once a Mortgage Loan has been charged off, GMACM will discontinue making Advances, GMACM will not be entitled to any additional servicing compensation, the Charged Off Loan will give rise to a Realized Loss, and GMACM will follow the procedures described in paragraph (a)(iii) below.
(iii) GMACM will not be entitled to any Servicing Fees or reimbursement of expenses in connection with such Charged Off Loans except to the extent of funds available from the aggregate amount of recoveries on such Charged Off Loan which shall be paid to GMACM as any accrued and unpaid Servicing Fees. GMACM will only be entitled to previously accrued Servicing Fees on any such Charged Off Loans and will not be entitled to receive any future unaccrued Servicing Fees or expenses from collections on such Charged Off Loans. Any recoveries on such Charged Off Loans (net of accrued and unpaid Servicing Fees) received prior to the Release Date will be treated as Liquidation Proceeds distributable to the Holders of the Class X Certificates.
Any Charged Off Loan will be transferred to the Holders of the Class X Certificates, without recourse (the “Release Date”), and thereafter (i) those Holders will be entitled to any amounts subsequently received in respect of any such Charged Off Loans, (ii) the Holders of the Class X Certificates may designate any servicer to service any such Released Loan and (iii) the Holders of the Class X Certificates may sell any such Charged Off Loan to a third party. With respect to any Charged Off Loan, the Trustee, upon receipt of a Request for Release from GMACM, shall release to the Holders of the Class X Certificates the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as GMACM shall furnish to it and as shall be necessary to vest in the Holders of the Class X Certificates any Released Loan and the Trustee shall have no further responsibility with regard to such Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose).
Notwithstanding the foregoing, the procedures described above in this subsection 3.11(a)(iii) relating to the treatment of Charged Off Loans may be modified at any time at the discretion of the Holders of the Class X Certificates, with the reasonable consent of GMACM.
(b) Notwithstanding the foregoing provisions of this Section 3.16 or any other provision of this Agreement, with respect to any Mortgage Loan as to which GMACM has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, GMACM shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Trustee, the Trust Fund or the Certificateholders would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless GMACM has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:
(A) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Trust Fund to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and
(B) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Trust Fund to take such actions with respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by this Section 3.16 shall be advanced by GMACM, subject to GMACM’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(vii), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.
If GMACM determines, as described above, that it is in the best economic interest of the Trust Fund to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials affecting any such Mortgaged Property, then GMACM shall take such action as it deems to be in the best economic interest of the Trust Fund; provided that any amounts disbursed by GMACM pursuant to this Section 3.16(b) shall constitute Servicing Advances, subject to Section 4.04(d). The cost of any such compliance, containment, clean-up or
remediation shall be advanced by GMACM, subject to GMACM’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(vii), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.
(c) GMACM may, at its option, purchase a Mortgage Loan which has become 90 or more days delinquent or for which GMACM has accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this Section 3.16(c), GMACM shall be required to continue to make Advances pursuant to Section 4.04. If GMACM purchases any delinquent Mortgage Loans pursuant to this Section 3.16(c), it must purchase Mortgage Loans that are delinquent the greatest number of days before it may purchase any that are delinquent any fewer number of days. GMACM shall purchase such delinquent Mortgage Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant to this Section 3.16(c) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price. Upon the satisfaction of the requirements set forth in Section 3.17(a), the Trustee shall immediately deliver the Mortgage File and any related documentation to GMACM and will execute such documents provided to it as are necessary to convey the Mortgage Loan to GMACM.
(d) Proceeds received in connection with any Final Recovery Determination, as well as any recovery resulting from a partial collection of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will be applied in the following order of priority: first, to unpaid Servicing Fees; second, to reimburse GMACM or any Sub-Servicer for any related unreimbursed Servicing Advances pursuant to Section 3.11(a)(iii) and Advances pursuant to Section 3.11(a)(ii); third, to accrued and unpaid interest on the Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and fourth, as a recovery of principal of the Mortgage Loan. The portion of the recovery so allocated to unpaid Servicing Fees shall be reimbursed to GMACM or any Sub-Servicer pursuant to Section 3.11(a)(iii).
SECTION 3.17 |
Trustee to Cooperate; Release of Mortgage Files. |
(a) Upon the payment in full of any Mortgage Loan, or the receipt by GMACM of a notification that payment in full shall be escrowed in a manner customary for such purposes, GMACM shall deliver to the Trustee, in written (with two executed copies) or electronic format, a Request for Release in the form of Exhibit E hereto (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) signed by a Servicing Officer (or in a mutually agreeable electronic format that will, in lieu of a signature on its face, originate from a Servicing Officer) and shall request delivery to it or its designee of the Mortgage File. Upon receipt of such certification and request, the Trustee shall, within three Business Days, release the related Mortgage File to GMACM or its designee (which, shall be sent by overnight mail at GMACM’s expense) and GMACM is authorized to cause the removal from the registration on the MERS®
System of any such Mortgage Loan, if applicable. Except as otherwise provided herein, no expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee shall, upon any request made by or on behalf of GMACM and delivery to the Trustee of two executed copies of a written Request for Release in the form of Exhibit E hereto signed by a Servicing Officer (or in a mutually agreeable electronic format that will, in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage File to GMACM or its designee within three Business Days, which, shall be sent by overnight mail, at the expense of GMACM or the related Mortgagor, and the Trustee shall, at the written direction of GMACM, execute such documents provided to it by GMACM as shall be necessary to the prosecution of any such proceedings. Such Request for Release shall obligate GMACM to return each and every document previously requested from the Mortgage File to the Trustee when the need therefor by GMACM no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and GMACM has delivered, or caused to be delivered, to the Trustee an additional Request for Release certifying as to such liquidation or action or proceedings. Upon the request of the Trustee, GMACM shall provide notice to the Trustee of the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a Request for Release, in written (with two executed copies) or electronic format (or in a mutually agreeable electronic format that will, in lieu of a signature on its face, originate from a Servicing Officer), from a Servicing Officer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, such Mortgage Loan shall be released by the Trustee to GMACM or its designee within three Business Days.
(c) Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to GMACM or the Sub-Servicer, as the case may be, copies of any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.
SECTION 3.18 |
Servicing Compensation. |
As compensation for the activities of GMACM hereunder, GMACM shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. With respect to the SRO Mortgage Loans, GMACM agrees that the Servicing Rights Owner has the right to the Servicing Fee, less an amount to be retained by GMACM as its servicing compensation as agreed to by the Servicing Rights Owner and GMACM. In addition, GMACM shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds to the extent permitted by Section 3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as provided in Section 3.29, the right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of GMACM’s responsibilities and obligations under this Agreement; provided, however, that GMACM may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02.
Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds charges, ancillary income or otherwise (other than Prepayment Charges) shall be retained by GMACM only to the extent such fees or charges are received by GMACM. GMACM shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. GMACM shall also be entitled to receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11 as additional servicing compensation. GMACM shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, and servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.
SECTION 3.19 |
Reports to the Trustee; Collection Account Statements. |
Not later than twenty days after each Distribution Date, GMACM shall forward, upon request, to the Trustee and the Depositor the most current available bank statement for the Collection Account. Copies of such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon request at the expense of the requesting party, provided such statement is delivered by GMACM to the Trustee.
SECTION 3.20 |
Statement as to Compliance. |
GMACM will deliver to the Trustee and the Depositor not later than March 15th of each calendar year, commencing in 2006, an Officers’ Certificate, in the form attached hereto as Exhibit P, stating, as to each signatory thereof, that (i) a review of the activities of GMACM during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such
review, GMACM has fulfilled all of its obligations under this Agreement throughout such calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Copies of any such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon request at the expense of the requesting party, provided such statement is delivered by GMACM to the Trustee. In addition to the foregoing, GMACM will, to the extent reasonable and without incurring additional expense, give any other servicing information required by the Securities and Exchange Commission pursuant to applicable law. GMACM shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of GMACM’s obligations under this Section 3.20.
SECTION 3.21 |
Independent Public Accountants’ Servicing Report. |
Not later than March 15th of each calendar year, commencing in 2006, GMACM, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to GMACM a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of GMACM which includes an assertion that GMACM has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. Immediately upon receipt of such report, GMACM shall furnish a copy of such report to the Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the expense of the requesting party, provided that such statement is delivered by GMACM to the Trustee. GMACM shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of GMACM’s obligations under this Section 3.21.
SECTION 3.22 |
Access to Certain Documentation; Filing of Reports by Trustee. |
(a) GMACM shall provide to the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority
over any Certificateholder, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of GMACM designated by it. In addition, access to the documentation regarding the Mortgage Loans will be provided to the Trustee and to any Person identified to GMACM as a prospective transferee of a Certificate, upon reasonable request during normal business hours at the offices of GMACM designated by it, at the expense of the Person requesting such access.
(b) (i) The Trustee and GMACM shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust.
(ii) Each Form 8-K shall be filed by the Trustee within 10 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Subject to Section 3.22(b)(v), prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission interpretations. The Trustee shall prepare such Form 10-K and provide the Depositor with such Form 10-K not later than March 20th of each year, subject to Section 3.22(b)(v). Following its receipt thereof, the Depositor shall execute such Form 10-K and provide the original of such Form 10-K to the Trustee not later than March 25th (or, if the applicable March 25th is not a Business Day, the next succeeding Business Day) of each year; provided, however, that if the filing of such Form 10-K shall be required to occur on a date earlier than March 30th of each year as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission, then the time periods for preparation and execution of such Form 10-K set forth in this sentence shall be adjusted accordingly. Such Form 10-K when filed shall include as exhibits GMACM’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall
also include a certification in the form attached hereto as Exhibit N-1 (the “Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization.
(iii) In addition, (x) the Trustee shall sign a certification (in the form attached hereto as Exhibit N-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the “Trustee Certification”); provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K, and (y) GMACM shall sign a certification (in the form attached hereto as Exhibit N-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the “Servicer Certification”). The Servicer Certification shall be delivered to the Depositor and the Trustee no later than March 15th or if such day is not a Business Day, the preceding Business Day, each year (subject to Section 3.22(b)(v) hereof).
In addition, (A) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of claims based upon a breach of the Trustee’s obligations under this Section 3.22(b) or any material misstatement or omission contained in the Trustee Certification, and (B) GMACM shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of claims based upon a breach of GMACM’s obligations under this Section 3.22(b)(iii), any material misstatement or omission contained in GMACM’s Certification. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other and (ii) GMACM agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and GMACM on the other.
(iv) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
(v) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust.
(vi) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 3.22(b) comply with the reporting requirements under the Exchange Act, the Trustee and GMACM hereby agree that they will reasonably cooperate to amend the provisions of this Section 3.22(b) in order to comply
with such amended reporting requirements and such amendment of this Section 3.22(b); provided, however, that the Trustee shall not be responsible for executing any Form 10-K or the Certification. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act.
SECTION 3.23 |
Title, Management and Disposition of REO Property. |
(a) The deed or certificate of sale of any REO Property shall, subject to applicable laws, be taken in the name of the Trustee, or its nominee, in trust for the benefit of the Certificateholders. GMACM, on behalf of REMIC 1, shall sell any REO Property as soon as practicable and in any event no later than the end of the third full taxable year after the taxable year in which such REMIC acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the three-year grace period would otherwise expire, an extension of such three-year period, unless GMACM shall have delivered to the Trustee an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect that the holding by the REMIC of such REO Property subsequent to three years after its acquisition will not result in the imposition on the REMIC of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any of the REMICs created hereunder to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. GMACM shall manage, conserve, protect and operate each REO Property for the Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any of the REMICs created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions.
(b) GMACM shall separately account for all funds collected and received in connection with the operation of any REO Property and shall establish and maintain, or cause to be established and maintained, with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account. GMACM shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. GMACM shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account.
(c) GMACM shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which GMACM manages and operates similar property owned by GMACM or any of its Affiliates, all on such terms and for such period (subject to the requirement of prompt disposition set forth in Section 3.23(a)) as GMACM deems to be in the best interests of Certificateholders. In connection therewith, GMACM shall deposit, or cause to be deposited in the REO Account, in no event more than two Business Days after GMACM’s receipt thereof, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation:
(i) |
all insurance premiums due and payable in respect of such REO Property; |
(ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and
(iii) all costs and expenses necessary to maintain, operate and dispose of such REO Property.
To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, GMACM shall advance from its own funds such amount as is necessary for such purposes if, but only if, GMACM would make such advances if GMACM owned the REO Property and if in GMACM’s judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property.
Notwithstanding the foregoing, neither GMACM nor the Trustee shall:
(A) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(B) authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;
(C) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(D) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;
unless, in any such case, GMACM has obtained an Opinion of Counsel, provided to the Trustee, to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the REMIC, in which case GMACM may take such actions as are specified in such Opinion of Counsel.
GMACM may contract with any Independent Contractor for the operation and management of any REO Property, provided that:
(A) the terms and conditions of any such contract shall not be inconsistent herewith;
(B) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to GMACM as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;
(C) none of the provisions of this Section 3.23(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve GMACM of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and
(D) GMACM shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.
GMACM shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of GMACM by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. GMACM shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether GMACM’s compensation pursuant to Section 3.18 is sufficient to pay such fees; provided, however, that to the extent that any payments made by such Independent Contractor would constitute Servicing Advances if made by GMACM, such amounts shall be reimbursable as Servicing Advances made by GMACM.
(d) In addition to the withdrawals permitted under Section 3.23(c), GMACM may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect of such REO Property or the related Mortgage Loan. On the Servicer Remittance Date, GMACM shall withdraw from each REO Account maintained by it and deposit into the Distribution Account in accordance with Section 3.10(d)(ii), for distribution on the related Distribution Date in accordance with Section 4.01, the income from the related REO Property received during the prior calendar month, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d).
(e) Subject to the time constraints set forth in Section 3.23(a), each REO Disposition shall be carried out by GMACM in a manner, at such price and upon such terms and conditions as shall be normal and usual in the Servicing Standard.
(f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to GMACM or any Sub-Servicer as provided above, shall be deposited in the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in
the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).
(g) GMACM shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.
SECTION 3.24 |
Obligations of GMACM in Respect of Prepayment Interest Shortfalls. |
Not later than 1:00 p.m. New York time on each Servicer Remittance Date, GMACM shall remit to the Distribution Account an amount (“Compensating Interest”) equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls for the related Distribution Date and (B) its aggregate Servicing Fee received in the related Due Period. GMACM shall not have the right to reimbursement for any amounts remitted to the Trustee in respect of Compensating Interest. Such amounts so remitted shall be included in the Available Funds and distributed therewith on the next Distribution Date. GMACM shall not be obligated to pay Compensating Interest with respect to Relief Act Interest Shortfalls.
SECTION 3.25 |
[Reserved]. |
SECTION 3.26 |
Obligations of GMACM in Respect of Mortgage Rates and |
In the event that a shortfall in any collection on or liability with respect to the Mortgage Loans in the aggregate results from or is attributable to adjustments to Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by GMACM in a manner not consistent with the terms of the related Mortgage Note and this Agreement, GMACM, upon discovery or receipt of notice thereof, immediately shall deposit in the Collection Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.26 shall not limit the ability of GMACM to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law.
SECTION 3.27 |
Solicitations. |
From and after the Closing Date, GMACM agrees that it will not take any action or permit or cause any action to be taken by any of its agents and Affiliates, or by any independent contractors or independent mortgage brokerage companies on the GMACM’s behalf, to personally, by telephone, mail or electronic mail, solicit the Mortgagor under any
GMCM Mortgage Loan for the purpose of refinancing such GMACM Mortgage Loan; provided, that GMACM may solicit any Mortgagor for whom GMACM has received a request for verification of mortgage, a request for demand for payoff, a mortgagor initiated written or verbal communication indicating a desire to prepay the related GMACM Mortgage Loan, another mortgage company has pulled a credit report on the mortgagor or the mortgagor initiates a title search; provided further, it is understood and agreed that promotions undertaken by GMACM or any of its Affiliates which (i) concern optional insurance products or other additional products or (ii) are directed to the general public at large, including, without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements shall not constitute solicitation under this Section, nor is GMACM prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Furthermore, GMACM shall be permitted to include in its monthly statements to borrowers or otherwise, statements regarding the availability of the GMACM’s counseling services with respect to refinancing mortgage loans.
ARTICLE IV
FLOW OF FUNDS
SECTION 4.01 |
Distributions. |
(a) On each Distribution Date, the Trustee shall withdraw from the Distribution Account that portion of Available Funds for such Distribution Date consisting of the Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Interest Remittance Amount remaining for such Distribution Date:
(i) concurrently, to the Holders of the Class A Certificates, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if any, for such Certificates; and
(ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13, Class M-14 and Class M-15 Certificates, in that order, in an amount equal to the Monthly Interest Distributable Amount for each such Class.
(b) (1) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, to the extent of funds on deposit in the Distribution Account, distributions in respect of principal to the extent of the Principal Distribution Amount shall be made in the following amounts and order of priority:
(i) sequentially, to the Holders of the Class A-1 Certificates and the Class A-2 Certificates, in that order, in each case, until the Certificate Principal Balances thereof have been reduced to zero; and
(ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13, Class M-14 and Class M-15 Certificates, in that order, in each case, until the Certificate Principal Balances thereof have been reduced to zero.
(2) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, to the extent of funds on deposit in the Distribution Account, distributions in respect of principal to the extent of the Principal Distribution Amount shall be made in the following amounts and order of priority:
(i) sequentially, to the Holders of the Class A-1 Certificates and the Class A-2 Certificates, in that order, the Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero;
(ii) to the Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(iii) to the Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(iv) to the Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(v) to the Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(vi) to the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(vii) to the Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(viii) to the Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(ix) to the Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(x) to the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(xi) to the Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(xii) to the Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(xiii) to the Holders of the Class M-12 Certificates, the Class M-12 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(xiv) to the Holders of the Class M-13 Certificates, the Class M-13 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;
(xv) to the Holders of the Class M-14 Certificates, the Class M-14 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and
(xvi) to the Holders of the Class M-15 Certificates, the Class M-15 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero.
(c) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows:
(i) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Principal Distribution Amount as described under Section 4.01(b) and Section 4.01(c) above;
(ii) to the Holders of the Class A-2 Certificates, the Allocated Realized Loss Amount for such Class;
(iii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13, Class M-14 and Class M-15 Certificates, in that order, in each case, first up to the Unpaid Interest Shortfall Amount for each such Class and second up to the Allocated Realized Loss Amount, for each such Class;
(iv) to the Net WAC Rate Carryover Reserve Account, the aggregate of any Net WAC Rate Carryover Amounts for the Class A Certificates and the Mezzanine Certificates which exceed the amounts received under the Cap Contract;
(v) to the Holders of the Class C Certificates, (a) the Monthly Interest Distributable Amount and (b) on any Distribution Date on which the Certificate Principal Balances of the Class A Certificates and the Mezzanine Certificates have been reduced to zero, any remaining amounts in reduction of the Certificate Principal Balance of the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
(vi) if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero;
(vii) to the Holders of the Class X Certificates, any recoveries in respect of the Released Loans; and
(viii) any remaining amounts to the Holders of the Residual Certificates (in respect of the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest or the Class R-4 Interest, as appropriate).
(d) On each Distribution Date, after making the distributions of the Available Funds as set forth above, the Trustee shall withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining on deposit therein, the aggregate of any Net WAC Rate Carryover Amounts for such Distribution Date and distribute such amount in the following order of priority:
(i) to the Class A-1 Certificates, from payments made under the Cap Contract, up to a maximum amount equal to the related Net WAC Rate Carryover Amount for such Distribution Date;
(ii) concurrently, to the Class A Certificates, on a pro rata basis based on the entitlement of each such Class, the Net WAC Rate Carryover Amount remaining undistributed pursuant to clause (i) above; and
(iii) sequentially, to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the Class M-11 Certificates, the Class M-12 Certificates, the Class M-13 Certificates and the Class M-14 Certificates and the Class M-15 Certificates, in that order, the related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause (ii) above.
(e) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Servicer Prepayment Charge Payment Amounts paid by the Servicers during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Trustee to the Holders of the Class P Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Certificate Principal Balances thereof.
(f) The Trustee shall make distributions in respect of a Distribution Date to each Certificateholder of record on the related Record Date (other than as provided in Section 10.01 respecting the final distribution), in the case of Certificateholders of the Regular Certificates, by check or money order mailed to such Certificateholder at the address appearing in the Certificate Register, or by wire transfer. Distributions among Certificateholders shall be
made in proportion to the Percentage Interests evidenced by the Certificates held by such Certificateholders.
(g) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Certificates. None of the Trustee, the Depositor or the Servicers shall have any responsibility therefor except as otherwise provided by applicable law.
On each Distribution Date, following the foregoing distributions, an amount equal to the amount of Subsequent Recoveries deposited into the Collection Accounts pursuant to Section 3.10 shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.08. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.08. Holders of such Certificates will not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.
(i) It is the intention of all of the parties hereto that the Class C Certificates receive all principal and interest received by the Trust on the Mortgage Loans that is not otherwise distributable to any other Class of Regular Certificates or REMIC Regular Interests and that the Residual Certificates are to receive no principal and interest. If the Trustee determines that the Residual Certificates are entitled to any distributions, the Trustee, prior to any such distribution to any Residual Certificate, shall notify the Depositor of such impending distribution but shall make such distribution in accordance with the terms of this Agreement until this Agreement is amended as specified in the following sentence. Upon such notification, the Depositor will request an amendment to the Pooling and Servicing Agreement to revise such mistake in the distribution provisions. The Residual Certificate Holders, by acceptance of their Certificates, and the Servicer(s), hereby agree to any such amendment and no further consent shall be necessary, notwithstanding anything to the contrary in Section 11.01 of this Pooling and Servicing Agreement; provided, however, that such amendment shall otherwise comply with Section 11.01 hereof.
SECTION 4.02 |
[Reserved]. |
SECTION 4.03 |
Statements. |
(a) On each Distribution Date, based, as applicable, on information provided to it by each Servicer, the Trustee shall prepare and make available to each Holder of the Regular Certificates, the Servicers and the Rating Agencies, a statement as to the distributions made on such Distribution Date:
(i) the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates, separately identified, allocable to principal and the amount of the distribution made to the Holders of the Class P Certificates allocable to Prepayment Charges and Servicer Prepayment Charge Payment Amounts;
(ii) the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates (other than the Class P Certificates) allocable to interest, separately identified;
(iii) the Overcollateralized Amount, the Overcollateralization Release Amount, the Overcollateralization Deficiency Amount and the Overcollateralization Target Amount as of such Distribution Date and the Excess Overcollateralized Amount for the Mortgage Pool for such Distribution Date;
(iv) the aggregate amount of servicing compensation received by each Servicer with respect to the related Due Period and such other customary information as the Trustee deems necessary or desirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns;
(v) the aggregate amount of Advances and/or Monthly Advances for the related Due Period;
(vi) the Pool Balance at the Close of Business at the end of the related Due Period;
(vii) the number, aggregate Stated Principal Balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans as of the related Determination Date;
(viii) the number and aggregate unpaid Stated Principal Balance of Mortgage Loans that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure and REO Properties) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which foreclosure proceedings have been commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each case as of the Close of Business on the last day of the calendar month preceding such
Distribution Date and (D) REO Properties, as well as the aggregate principal balance of Mortgage Loans that were liquidated and the net proceeds resulting therefrom;
(ix) |
[reserved]; |
(x) the total number and cumulative Stated Principal Balance of all REO Properties as of the Close of Business of the last day of the preceding Prepayment Period;
(xi) the aggregate amount of Principal Prepayments made during the related Prepayment Period, separately indicating Principal Prepayments in full and Principal Prepayments in part;
(xii) the aggregate amount of Realized Losses incurred during the related Prepayment Period and the cumulative amount of Realized Losses and the aggregate amount of Subsequent Recoveries received during the related Prepayment Period and the cumulative amount of Subsequent Recoveries received since the Closing Date;
(xiii) the aggregate amount of extraordinary Trust Fund expenses withdrawn from the Collection Account for such Distribution Date;
(xiv) the Certificate Principal Balance of each Class of Class A Certificates, the Mezzanine Certificates and the Class C Certificates, after giving effect to the distributions made on such Distribution Date;
(xv) the Monthly Interest Distributable Amount in respect of the Class A Certificates, the Mezzanine Certificates and the Class C Certificates for such Distribution Date and the Unpaid Interest Shortfall Amount, if any, with respect to the Class A Certificates, the Mezzanine Certificates and the Class C Certificates for such Distribution Date;
(xvi) the aggregate amount of any Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the GMACM pursuant to Section 3.24 or by Countrywide Servicing pursuant to Section 2.04 of Exhibit B;
(xvii) |
the Credit Enhancement Percentage for such Distribution Date; |
(xviii) the Net WAC Rate Carryover Amount for the Class A Certificates and the Mezzanine Certificates, if any, for such Distribution Date and the amount remaining unpaid after reimbursements therefor on such Distribution Date;
(xix) any Overcollateralization Target Amount, Overcollateralized Amount and Overcollateralization Deficiency Amount after giving effect to the distribution of principal on such Distribution Date;
(xx) |
when the Stepdown Date or a Trigger Event has occurred; |
(xxi) |
the Available Funds; |
(xxii) the respective Pass-Through Rates applicable to the Class A Certificates, the Mezzanine Certificates and the Class C Certificates for such Distribution Date and the Pass-Through Rate applicable to the Class A Certificates and the Mezzanine Certificates for the immediately succeeding Distribution Date; and
(xxiii) payments, if any, made under the Cap Contract and the amount distributed to each Class of Certificates from payments made under the Cap Contract.
The Trustee will make such statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders and the Rating Agencies via the Trustee’s internet website. The Trustee’s internet website shall initially be located at “xxxxx://xxx.xxx.xx.xxx/xxxx”. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (000) 000-0000. Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access to the Trustee’s internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information in accordance with this Agreement. The Trustee shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party thereto).
In the case of information furnished pursuant to subclauses (i) and (ii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-off Date.
(b) Within a reasonable period of time after the end of each calendar year, the Trustee shall, upon written request, furnish to each Person who at any time during the calendar year was a Certificateholder of a Regular Certificate, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (i) and (ii) above, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished by the Trustee to Certificateholders pursuant to any requirements of the Code as are in force from time to time.
(c) On each Distribution Date, the Trustee shall make available to the Residual Certificateholders a copy of the reports forwarded to the Regular Certificateholders in respect of such Distribution Date with such other information as the Trustee deems necessary or appropriate.
(d) Within a reasonable period of time after the end of each calendar year, the Trustee shall deliver to each Person who at any time during the calendar year was a Residual Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Residual Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any requirements of the Code as from time to time in force.
SECTION 4.04 |
Remittance Reports; Advances. |
(a) This Section 4.04 is applicable only to GMACM and the GMACM Mortgage Loans. The obligations of Countrywide Servicing with respect to Remittance Reports and Advances are set forth in Exhibit B hereto. With respect to Countrywide Servicing and the Countrywide Mortgage Loans, to the extent of any inconsistency between the provisions of this Section 4.04 and Exhibit B, the provisions of Exhibit B shall control.
(b) By the second Business Day following each Determination Date, GMACM shall deliver or cause to be delivered to the Trustee by telecopy or electronic mail (or by such other means as GMACM and the Trustee may agree from time to time) up to two Remittance Reports with respect to the related Distribution Date, which Remittance Reports the Trustee shall use in preparing the statement pursuant to Section 4.03. No later than the second Business Day following each Determination Date, GMACM shall deliver or cause to be delivered to the Trustee in addition to the information provided on the Remittance Report, such other information reasonably available to it with respect to the GMACM Mortgage Loans as the Trustee may reasonably require to perform the calculations necessary to make the distributions contemplated by Section 4.01 and to prepare the statements to Certificateholders contemplated by Section 4.03. The Trustee shall not be responsible to recompute, recalculate or verify any information provided to it by GMACM.
(c) The amount of Advances to be made by GMACM for any Distribution Date shall equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of Monthly Payments (net of the related Servicing Fee), due during the related Due Period in respect of the GMACM Mortgage Loans, which Monthly Payments were delinquent on a contractual basis as of the Close of Business on the related Determination Date and (ii) with respect to each related REO Property, which REO Property was acquired during or prior to the related Due Period and as to which REO Property an REO Disposition did not occur during the related Due Period, an amount equal to the excess, if any, of the REO Imputed Interest on such REO Property for the most recently ended calendar month, over the net income from such REO Property transferred to the Distribution Account pursuant to Section 3.23 for distribution on such Distribution Date. For purposes of the preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the assumed monthly payment that would have been due on the related Due Date based on the original principal amortization schedule for such Balloon Mortgage Loan.
On or before 3:00 p.m. New York time on the Servicer Remittance Date, GMACM shall remit in immediately available funds to the Trustee for deposit in the Distribution Account an amount equal to the aggregate amount of Advances, if any, to be made in respect of the GMACM Mortgage Loans and REO Properties for the related Distribution Date either (i) from its own funds or (ii) from its Collection Account, to the extent of funds held therein for future distribution (in which case it will cause to be made an appropriate entry in the records of the related Collection Account that amounts held for future distribution have been, as permitted by this Section 4.04, used by GMACM in discharge of any such Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of Advances to be made by GMACM with respect to the GMACM Mortgage Loans and REO Properties. Any amounts held for future distribution used by GMACM to make an Advance as permitted in the preceding sentence shall be appropriately reflected in GMACM’s records and replaced by GMACM by deposit in its Collection Account on or before any future Servicer Remittance Date to the extent that the Available Funds for the related Distribution Date (determined without regard to Advances to be made on the Servicer Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions had not been so used to make Advances. The Trustee will provide notice to GMACM by telecopy by the Close of Business on any Servicer Remittance Date in the event that the amount remitted by GMACM to the Trustee on such date is less than the Advances required to be made by GMACM for the related Distribution Date, as set forth in the related Remittance Report.
(d) The obligation of GMACM to make such Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any GMACM Mortgage Loan, shall continue until such Mortgage Loan is paid in full or until all Liquidation Proceeds thereon have been recovered, or a Final Recovery Determination has been made thereon.
(e) Notwithstanding anything herein to the contrary, no Advance or Servicing Advance shall be required to be made hereunder by GMACM if such Advance or Servicing Advance would, if made, constitute a Nonrecoverable Advance. The determination by GMACM that it has made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers’ Certificate of GMACM delivered to the Depositor and the Trustee.
SECTION 4.05 |
[Reserved]. |
| |
SECTION 4.06 |
[Reserved]. |
| |
SECTION 4.07 |
Net WAC Rate Carryover Reserve Account. | ||
No later than the Closing Date, the Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the
Holders of the Class A Certificates and the Mezzanine Certificates in the manner set forth in Section 4.01(d).
On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and the Mezzanine Certificates, the Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d).
On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trustee. For so long as the Class A-1 Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder.
For federal and state income tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC 2 to the Holder of the Class C Interest and by REMIC 3 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Certificates and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).
By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.
For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Account is $14,000.
SECTION 4.08 |
Distributions on the REMIC Regular Interests. |
(a) On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts which shall be deemed to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be:
(1) first, to the extent of Available Funds, to Holders of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14, REMIC 1 Regular Interest LTM15, REMIC 1 Regular Interest LTZZ and REMIC 1 Regular Interest LTP, on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 1 Regular Interest LTZZ shall be reduced and deferred when the REMIC 1 Overcollateralization Amount is less than the REMIC 1 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14 and REMIC 1 Regular Interest LTM15, in the same proportion as the Overcollateralization Deficiency Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of the REMIC 1 Regular Interest LTZZ shall be increased by such amount; and
(2) second, to the Holders of REMIC 1 Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:
(a) 98.00% of such remainder to the Holders of REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTP, until the Uncertificated Principal Balance of such Uncertificated REMIC 1 Regular Interest is reduced to zero; provided, however, that REMIC 1 Regular Interest LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 1 Regular Interest LTP, until $100 has been distributed pursuant to this clause;
(b) 2.00% of such remainder first, to the Holders of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTM12, REMIC 1 Regular Interest LTM13, REMIC 1 Regular Interest LTM14 and REMIC 1 Regular Interest LTM15, of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC 1 Regular Interests are reduced to zero, and second, to the Holders of REMIC 1 Regular Interest LTZZ, until the Uncertificated Principal Balance of such REMIC 1 Regular Interest is reduced to zero; and
(c) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-2 Interest);
provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of (i) REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTP, in that order and (ii) REMIC 1 Regular Interest LTZZ, respectively; provided that REMIC 1 Regular Interest LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 1 Regular Interest LT1P, until $100 has been distributed pursuant to this clause.
SECTION 4.09 |
Allocation of Realized Losses. |
(a) All Realized Losses on the Mortgage Loans allocated to any Regular Certificate shall be allocated by the Trustee on each Distribution Date as follows: first, to Net Monthly Excess Cashflow; second, to the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-15 Certificates, until the Certificate Principal Balance thereof has been reduced to zero fourth, to the Class M-14 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-13 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-12 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-11 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifteenth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixteenth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, seventeenth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and eighteenth, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. All Realized Losses to be allocated to the Certificate Principal Balances of all Classes on any Distribution Date shall be so allocated after the actual distributions to be made on such date as provided above. All references above to the Certificate Principal Balance of any Class of Certificates shall be to the Certificate Principal Balance of such Class immediately prior to the relevant Distribution Date, before reduction thereof by any Realized Losses, in each case to be allocated to such Class of Certificates, on such Distribution Date.
Any allocation of Realized Losses to a Mezzanine Certificate on any Distribution Date shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated; any allocation of Realized Losses to a Class C Certificates shall be made first by reducing the amount otherwise payable in respect thereof pursuant to Section 4.01(d)(iv). No allocations of any Realized Losses shall be made to the Certificate Principal Balances of the Class A-1 Certificates or the Class P Certificates.
(b) All Realized Losses on the Mortgage Loans shall be deemed to have been allocated in the specified percentages, as follows: first, to Uncertificated Accrued Interest payable to the REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 1 Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM15 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM15 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM14 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM14 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1
Regular Interest LTM13 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM13 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM12 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM12 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM11 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM11 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM10 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM10 has been reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM9 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM9 has been reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM8 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM8 has been reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM7 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM7 has been reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM6 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM6 has been reduced to zero; thirteenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM5 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM5 has been reduced to zero; fourteenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM4 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM4 has been reduced to zero; fifteenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM3 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM3 has been reduced to zero; sixteenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM2 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM2 has been reduced to zero; seventeenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM1 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM1 has been reduced to zero and eighteenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA2 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTA2 has been reduced to zero.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 |
The Certificates. |
Each of the Class A Certificates, the Mezzanine Certificates, the Class P Certificates, the Class C Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Class A Certificates and the Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess thereof, except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class C Certificates, the Class P Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued and outstanding at any one time.
The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by a Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Class A Certificates and the Mezzanine Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Book-Entry Certificates.
SECTION 5.02 |
Registration of Transfer and Exchange of Certificates. |
(a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing
paragraph which office shall initially be the offices of the Trustee’s agent located at c/o DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest.
At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest and the Class R-2 Interest that was evidenced by the Class R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-3 Interest and the Class R-4 Interest that was evidenced by the Class R-X Certificate being exchanged.
(b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever.
All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners that it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The parties hereto are hereby authorized to execute a Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such Letter of Representation and this Agreement, the terms of this Agreement shall control.
(c) If (i)(x) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Trustee or the Depositor is unable to locate a qualified successor or (ii) after the occurrence of a Servicer Event of Termination, the Certificate Owners of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advise the Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall in the case of (i) and (ii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee, the Certificate Registrar, each Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(d) No transfer, sale, pledge or other disposition of any Class M-10 Certificate, Class M-11 Certificate, Class M-12 Certificate, Class M-13 Certificate, Class M-14 Certificate, Class M-15 Certificate, Class C Certificate, Class P Certificate, Residual Certificate or Class X Certificate (the “Private Certificates”) 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 (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Class R-X Certificates, the first transfer by an Affiliate of the Depositor, (ii) the transfer of any such Class C, Class P or Residual Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Class C, Class P or Residual Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor), (i) unless such transfer is made in reliance upon Rule 144A (as evidenced by the investment letter delivered to the Trustee, in substantially the form attached hereto as Exhibit J) under the 1933 Act, the Trustee and the 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 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 or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached hereto as Exhibit L) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit J) 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 Trustee or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the 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.
Notwithstanding the foregoing, in the event of any such transfer of any Ownership Interest in any Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Ownership Interest by the Depositor, such transfer shall be required to be made in reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed to have made each of the transferor representations and warranties set forth Exhibit L hereto in respect of such interest as if it was evidenced by a Definitive Certificate and the transferee will be deemed to have made each of the transferee representations and warranties set forth Exhibit J hereto in respect of such interest as if it was evidenced by a Definitive Certificate. The Certificate Owner of any such Ownership Interest in any such Book-Entry Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the 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.
Notwithstanding the foregoing, no certification or Opinion of Counsel described above in this Section 5.02(d) will be required in connection with the transfer, on the Closing Date, of any Residual Certificate by the Depositor to an “accredited investor” within the meaning of Rule 501 of the 1933 Act.
No transfer of a Class C Certificate, Class P Certificate, Residual Certificate or Class X Certificate or any interest therein shall be made to any 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 acquiring such Certificates with “Plan Assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the form of Exhibit M, unless the Trustee is provided with an Opinion of Counsel for the benefit of the Depositor, the Trustee and each Servicer and on which they may rely which establishes to the satisfaction of the Trustee that the purchase of such Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, either Servicer, the Trustee or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, either Servicer, the Trustee or the Trust Fund. Neither a certification nor an Opinion of Counsel will be required in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate
of the Depositor, (ii) the transfer of any such Class C, Class P or Residual Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Class C, Class P or Residual Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall have deemed to have represented that such Affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor.
Each Transferee of a Mezzanine Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) in the case of the Mezzanine Certificates and the Class M-12 Certificates, it has acquired and is holding such Certificate in reliance on Prohibited Transaction Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the “Exemption”), and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an “insurance company general account” (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
If any Mezzanine Certificate or Private Certificate or any interest therein is acquired or held in violation of the provisions of the two preceding paragraphs, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the two preceding paragraphs shall indemnify and hold harmless the Depositor, the Servicers, the Trustee and the Trust from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.
Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual Certificate unless such Ownership Interest is a pro rata undivided interest.
(iii) In connection with any proposed transfer of any Ownership Interest in a Residual Certificate, the Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following:
(A) |
an affidavit in the form of Exhibit K hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee; and |
(B) |
a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates. |
(iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee.
(v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Depositor to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such
Residual Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.
(vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee upon receipt of reasonable compensation will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations.
The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on transfer set forth in this Section will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC created hereunder to fail to qualify as a REMIC.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer or exchange shall be canceled by the Certificate Registrar and disposed of pursuant to its standard procedures.
SECTION 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates. |
If (i) any mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (ii) there is delivered to the Trustee, the Depositor and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute on behalf of the Trust, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) in connection therewith. Any duplicate Certificate issued pursuant to this Section, shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
SECTION 5.04 |
Persons Deemed Owners. |
Each Servicer, the Depositor, the Trustee, the Certificate Registrar, any Paying Agent and any agent of either Servicer, the Depositor, the Trustee, the Certificate Registrar or any Paying Agent may treat the Person, including a Depository, in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever, and none of the Servicers, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
SECTION 5.05 |
Appointment of Paying Agent. |
(a) The Paying Agent shall make distributions to Certificateholders from the Distribution Account pursuant to Section 4.01 and shall report the amounts of such distributions to the Trustee. The duties of the Paying Agent may include the obligation (i) to withdraw funds from the Collection Account pursuant to Section 3.11(a) and for the purpose of making the distributions referred to above and (ii) to distribute statements and provide information to Certificateholders as required hereunder. The Paying Agent hereunder shall at all times be an entity duly organized and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities. The Paying Agent shall initially be the Trustee. The Trustee may appoint a successor to act as Paying Agent, which appointment shall be reasonably satisfactory to the Depositor.
(b) The Trustee shall cause the Paying Agent (if other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders and shall agree that it shall comply with all requirements of the Code regarding the withholding of payments in respect of Federal income taxes due from Certificate Owners and otherwise comply with the provisions of this Agreement applicable to it.
ARTICLE VI
GMACM AND THE DEPOSITOR
This Article VI is applicable only to GMACM and the GMACM Mortgage Loans. Similar provisions relating to Countrywide Servicing and the Countrywide Mortgage Loans are set forth in Exhibit B. With respect to Countrywide Servicing and the Countrywide Mortgage Loans, to the extent of any inconsistency between the provisions of this Article VI and Exhibit B, the provisions of Exhibit B shall control.
SECTION 6.01 |
Liability of GMACM and the Depositor. |
GMACM shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by GMACM herein. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor.
SECTION 6.02 |
Merger or Consolidation of, or Assumption of the Obligations of, GMACM or the Depositor. |
Any entity into which GMACM or the Depositor may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which GMACM or the Depositor shall be a party, or any corporation succeeding to the business of GMACM or the Depositor, shall be the successor of GMACM or the Depositor, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (i) a successor Servicer shall satisfy all the requirements of Section 7.02 with respect to the qualifications of a successor Servicer and (ii) with respect to any SRO Mortgage Loan, such successor Servicer shall be acceptable to the Servicing Rights Owner.
SECTION 6.03 |
Limitation on Liability of GMACM and Others. |
Neither GMACM or the Depositor nor any of the directors or officers or employees or agents of GMACM or the Depositor shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by GMACM or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect GMACM, the Depositor or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of GMACM or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of GMACM or the Depositor, as the case may be, hereunder. GMACM and any director or officer or employee or agent of GMACM may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. GMACM and the Depositor, and any director or officer or employee or agent of GMACM or the Depositor, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence or by reason of its reckless disregard of obligations and duties hereunder or by reason of its failure to perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans. GMACM or the Depositor may initiate any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or GMACM acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and GMACM shall be entitled to be reimbursed therefor from the related Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the related Collection Account. GMACM’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of GMACM pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to GMACM solely in its capacity as a Servicer hereunder and in no other capacities. Without limiting the foregoing, GMACM shall undertake to defend any claims against the Trust Fund, the Trustee and/or itself initiated by a borrower or otherwise related to the servicing of any GMACM Mortgage Loan serviced by it, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and GMACM shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account.
SECTION 6.04 |
GMACM Not to Resign. |
GMACM shall not resign from the obligations and duties hereby imposed on it except (i) with respect to any SRO Mortgage Loan, by mutual consent of GMACM and the Servicing Rights Owner or (ii) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of GMACM shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of GMACM and delivered to the Trustee and, in the case of any SRO Mortgage Loan, the Servicing Rights Owner. No resignation of GMACM shall become effective until the Trustee or a successor servicer shall have assumed GMACM’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement.
Except as expressly provided herein, GMACM shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by GMACM hereunder. The foregoing prohibition on assignment shall not prohibit GMACM from designating a Sub-Servicer as payee of any indemnification amount payable to GMACM hereunder; provided, however, no Sub-Servicer shall be a third-party beneficiary
hereunder and the parties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this Agreement.
SECTION 6.05 |
Delegation of Duties. |
In the ordinary course of business, GMACM at any time may delegate any of its duties hereunder to any Person, including any of its Affiliates, who agrees to conduct such duties in accordance with standards comparable to those set forth in Section 3.01. Such delegation shall not relieve GMACM of its liabilities and responsibilities with respect to such duties and shall not constitute a resignation within the meaning of Section 6.04. Except as provided in Section 3.02, no such delegation is permitted that results in the delegee subservicing any GMACM Mortgage Loans. To the extent that the Trustee is to be contacted directly by any such delegee, other than GMACM’s affiliates or their respective successors and assigns, GMACM will provide prior written notice to the Trustee.
SECTION 6.06 |
Reserved. |
|
SECTION 6.07 |
Inspection. |
GMACM, in its capacity as a Servicer, shall afford the Trustee, upon reasonable notice, during normal business hours, access to all records maintained by GMACM in respect of its rights and obligations hereunder and access to officers of GMACM responsible for such obligations.
ARTICLE VII
DEFAULT
SECTION 7.01 |
Servicer Events of Termination. |
(a) (I) With respect to GMACM, individually, if any one of the following events (“Servicer Events of Termination”) shall occur and be continuing:
(i) (A) The failure by GMACM to make any Advance; or (B) any other failure by GMACM to deposit in the Collection Account or the Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of two Business Days after the date upon which written notice of such failure shall have been given to GMACM by the Trustee or to GMACM and the Trustee by any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights; or
(ii) The failure by GMACM to make any required Servicing Advance which failure continues unremedied for a period of 30 days, or the failure by GMACM duly to observe or perform, in any material respect, any other covenants, obligations or agreements of GMACM as set forth in this Agreement, which failure continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 90 days), after the date (A) on which written notice of such failure, requiring the same to be remedied, shall have been given to GMACM by the Trustee or to the Trustee by any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights or (B) of actual knowledge of such failure by a Servicing Officer of GMACM; or
(iii) The entry against GMACM of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 days; or
(iv) GMACM shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to GMACM or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against GMACM and such decree or order shall have remained in force undischarged,
unbonded or unstayed for a period of 60 days; or GMACM shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; and
(II) With respect to Countrywide, individually, if any one of the events set forth in Article III of Exhibit B shall occur and be continuing;
(b) then, and in each and every such case, so long as a Servicer Event of Termination shall not have been remedied within the applicable grace period, (x) with respect solely to clause (i)(A) above or clause (i) of Article III to Exhibit B, if such Advance or remittance, as applicable, is not made by 11:00 A.M., New York time, on the Business Day immediately following the Servicer Remittance Date (with respect to GMACM) or Remittance Date (with respect to Countrywide Servicing), (provided the Trustee shall give the related Servicer, and the related Servicer shall have received, notice of such failure to advance by 5:00 P.M. New York time on the Servicer Remittance Date (with respect to GMACM) or Remittance Date (with respect to Countrywide Servicing)), the Trustee shall terminate all of the rights and obligations of the related Servicer under this Agreement, to the extent permitted by law, and in and to the related Mortgage Loans and the proceeds thereof and the Trustee, or a successor servicer appointed in accordance with Section 7.02, shall immediately make such Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer and (y) in the case of (i)(B), (ii), (iii) or (iv) above, the Trustee shall, at the direction of the Holders of each Class of Regular Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the related Servicer (and to the Trustee if given by Holders of Certificates), terminate all of the rights and obligations of the related Servicer as Servicer under this Agreement. Any such notice to the related Servicer shall also be given to each Rating Agency, the Depositor, the other Servicer and, in the case of GMACM and any SRO Mortgage Loan, the Servicing Rights Owner. On or after the receipt by the related Servicer (and by the Trustee if such notice is given by the Holders) of such written notice, all authority and power of such Servicer under this Agreement, whether with respect to the Certificates or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section; and, without limitation, and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents or otherwise. Each Servicer agrees to cooperate with the Trustee (or the applicable successor Servicer) in effecting the termination of the responsibilities and rights of the related Servicer hereunder, including, without limitation, the delivery to the Trustee of all documents and records requested by it to enable it to assume such Servicer’s functions under this Agreement within ten Business Days subsequent to such notice, the transfer within one Business Day subsequent to such notice to the Trustee (or the applicable successor Servicer) for the administration by it of all cash amounts that shall at the time be held by the related Servicer and to be deposited by it in the Collection Account, the Distribution Account, any REO Account or any Escrow Account or that have been deposited by the related Servicer in such accounts or thereafter received by the related Servicer with respect to
the Mortgage Loans or any REO Property received by the related Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Mortgage Files to the successor Servicer and amending this Agreement to reflect such succession as a Servicer pursuant to this Section shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Trustee, the initial related Servicer) upon presentation of reasonable documentation of such costs and expenses and to the extent not paid by the related Servicer, by the Trust.
SECTION 7.02 |
Trustee to Act; Appointment of Successor. |
(a) From the time either Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or 6.04, the Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to such Servicer in its capacity as a Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as a successor Servicer, immediately will assume all of the obligations of the related Servicer to make Advances or Monthly Advances, as applicable. Notwithstanding the foregoing, the Trustee, in its capacity as a successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to such compensation as the related Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Trustee is unwilling to act as a successor Servicer or (ii) if the Trustee is legally unable so to act, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the related Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the related Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the related Mortgage Loans in an amount equal to the compensation which the related Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as a Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).
(b) Any successor to either Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as a Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the related Servicer is so required pursuant to Section 3.14.
(c) In connection with the termination or resignation of either Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as a successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an Assignment in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer (or, if the Trustee is the predecessor Servicer, the related initial Servicer) shall file or cause to be filed any such Assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any Assignments, and fees and costs of filing any Assignments that may be required under this Section 7.02(c).
SECTION 7.03 |
Waiver of Defaults. |
The Majority Certificateholders may, on behalf of all Certificateholders, waive any events permitting removal of either Servicer as a Servicer pursuant to this Article VII, provided, however, that the Majority Certificateholders may not waive a default in making a required distribution on a Certificate without the consent of the Holder of such Certificate. Upon any waiver of a past default, such default shall cease to exist and any Servicer Event of Termination arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto except to the extent expressly so waived. Notice of any such waiver shall be given by the Trustee to the Rating Agencies.
SECTION 7.04 |
Notification to Certificateholders. |
(a) Upon any termination or appointment of a successor to either Servicer pursuant to this Article VII or Section 6.04, the Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate Register and each Rating Agency.
(b) No later than 60 days after the occurrence of any event which constitutes or which, with notice or a lapse of time or both, would constitute a Servicer Event of Termination for five Business Days after a Responsible Officer of the Trustee becomes aware of the occurrence of such an event, the Trustee shall transmit by mail to all Certificateholders notice of such occurrence unless such default or Servicer Event of Termination shall have been waived or cured.
SECTION 7.05 |
Survivability of Servicer Liabilities. |
Notwithstanding anything herein to the contrary, upon termination of either Servicer hereunder, any liabilities of the related Servicer which accrued prior to such termination shall survive such termination.
ARTICLE VIII
THE TRUSTEE
SECTION 8.01 |
Duties of Trustee. |
The Trustee, prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Event of Termination has occurred (which has not been cured) of which a Responsible Officer has knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof to the Certificateholders.
No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:
(i) prior to the occurrence of a Servicer Event of Termination, and after the curing of all such Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement;
(ii) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the
Majority Certificateholders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising or omitting to exercise any trust or power conferred upon the Trustee, under this Agreement; and
(iv) the Trustee shall not be charged with knowledge of any failure by either Servicer to comply with the obligations of the related Servicer referred to in clauses (i) and (ii) of Section 7.01(a) or of the existence of any Servicer Event of of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, either Servicer or the Majority Certificateholders.
The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of either Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the related Servicer in accordance with the terms of this Agreement.
SECTION 8.02 |
Certain Matters Affecting the Trustee. | ||
(a) |
Except as otherwise provided in Section 8.01: |
| |
(i) the Trustee may request and rely upon, and shall be protected in acting or refraining from acting upon, any resolution, Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, and the manner of obtaining consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe;
(ii) the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall
not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;
(iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Majority Certificateholder; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to such proceeding. The reasonable expense of every such examination shall be paid by the related Servicer or, if paid by the Trustee, shall be reimbursed by the related Servicer upon demand and, if not reimbursed by such Servicer, shall be reimbursed by the Trust. Nothing in this clause (v) shall derogate from the obligation of the related Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors;
(vi) the Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of either Servicer until such time as the Trustee may be required to act as a Servicer pursuant to Section 7.02 and thereupon only for the acts or omissions of the Trustee as a successor Servicer;
(vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, custodians or nominees;
(viii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act;
(ix) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in the Collection Account or the REO Account made at the direction of the related Servicer pursuant to Section 3.12; and
(x) the Trustee or its Affiliates are permitted to receive compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in
certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to Section 3.11.
In order to comply with its duties under the U.S. Patriot Act, the Trustee shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such parties’ name, address and other identifying information.
SECTION 8.03 |
Trustee Not Liable for Certificates or Mortgage Loans. |
The recitals contained herein and in the Certificates (other than the authentication of the Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the signature and authentication of the Trustee on the Certificates) or of any Mortgage Loan or related document or MERS or the MERS® System other than with respect to the Trustee’s execution and authentication of the Certificates. The Trustee shall not be accountable for the use or application by either Servicer, or for the use or application of any funds paid to the related Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the related Collection Account by the related Servicer. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon (other than if the Trustee shall assume the duties of a Servicer pursuant to Section 7.02); the validity of the assignment of any Mortgage Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of either Servicer pursuant to Section 7.02); the compliance by the Depositor, the Originator, the Seller or the Servicers with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any investment of monies by or at the direction of either Servicer or any loss resulting therefrom, it being understood that the Trustee shall remain responsible for any Trust property that it may hold in its individual capacity; the acts or omissions of either of the Servicers (other than if the Trustee shall assume the duties of a Servicer pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action of either Servicer (other than if the Trustee shall assume the duties of a Servicer pursuant to Section 7.02), or any Sub-Servicer taken in the name of the Trustee; the failure of a Servicer or any Sub-Servicer to act or perform any duties required of it as agent of the Trustee hereunder; or any action by the Trustee taken at the instruction of either Servicer (other than if the Trustee shall assume the duties of a Servicer pursuant to Section 7.02); provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement, including, without limitation, the Trustee’s duty to review the Mortgage Files pursuant to Section 2.01. The Trustee shall have no responsibility for filing any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee shall have become a successor Servicer).
SECTION 8.04 |
Trustee May Own Certificates. |
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights as it would have if it were not Trustee and may transact any banking and trust business with the Originator, either Servicer, the Depositor or their Affiliates.
SECTION 8.05 |
Trustee Compensation and Expenses. |
(a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Compensation prior to making any distributions to Certificateholders. The Trustee, or any director, officer, employee or agent of the Trustee, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses and disbursements incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of either Servicer’s obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section 8.05(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, or any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time. The foregoing indemnity shall survive the resignation or removal of the Trustee.
(b) Each Servicer agrees to indemnify the Trustee, the Depositor or any successor servicer or any director, officer, employee or agent of the Trustee, the Depositor or any successor servicer from, and hold it harmless against, any loss, liability or expense resulting from a breach of the related Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee and the related Servicer for actions prior to such resignation or removal. Any payment hereunder made by either Servicer to the Trustee shall be from the related Servicer’s own funds, without reimbursement from the Trust Fund therefor.
SECTION 8.06 |
Eligibility Requirements for Trustee. |
The Trustee hereunder shall at all times be an entity duly organized and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such entity publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to such Trustee at the time such Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of such state. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.
SECTION 8.07 |
Resignation or Removal of Trustee. |
The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicers and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicers may remove the Trustee. If the Depositor or the Servicers removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee.
The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the Servicers, the Depositor and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section.
Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
SECTION 8.08 |
Successor Trustee. |
Any successor Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Servicers and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee. The Depositor, the Servicers and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Regular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency.
Upon acceptance of appointment by a successor Trustee as provided in this Section 8.08, the successor Trustee shall mail notice of the appointment of a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.
SECTION 8.09 |
Merger or Consolidation of Trustee. |
Any entity into which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided such entity shall be eligible under the provisions of Section 8.06 and 8.08, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
SECTION 8.10 |
Appointment of Co-Trustee or Separate Trustee. |
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Mortgaged Property may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Servicers and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicers. If the Servicers shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case a Servicer Event of Termination shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. The related Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder.
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the related Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;
(ii) no trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; and
(iii) the Servicers and the Trustee, acting jointly, may at any time accept the resignation of or remove any separate trustee or co-trustee except that following the occurrence of a Servicer Event of Termination, the Trustee acting alone may accept the resignation or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Depositor and the Servicers.
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor Trustee.
SECTION 8.11 |
Limitation of Liability. |
The Certificates are executed by the Trustee, not in its individual capacity but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it by the Trust Agreement. Each of the undertakings and agreements made on the part of the Trustee in the Certificates is made and intended not as a personal undertaking or agreement by the Trustee but is made and intended for the purpose of binding only the Trust.
SECTION 8.12 |
Trustee May Enforce Claims Without Possession of Certificates. |
(a) All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee for the benefit of all Holders of such Certificates, subject to the provisions of this Agreement. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered.
(b) The Trustee shall afford the Seller, the Depositor, the Servicers and each Certificateholder upon reasonable prior notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and access to officers of the Trustee responsible for performing such duties. Upon request, the Trustee shall furnish the Depositor, the Servicers and any requesting Certificateholder with its most recent financial statements. The Trustee shall cooperate fully with the Seller, the Servicers, the Depositor and such Certificateholder and shall make available to the Seller, the Servicers, the Depositor and such Certificateholder for review and copying such books, documents or records as may be requested with respect to the Trustee’s duties hereunder. The Seller, the Depositor, the Servicers and the Certificateholders shall not have any responsibility or liability for any action or failure to act by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or otherwise.
SECTION 8.13 |
Suits for Enforcement. |
In case a Servicer Event of Termination or other default by a Servicer or the Depositor hereunder shall occur and be continuing, the Trustee, shall, at the direction of the Majority Certificateholders, or may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders.
SECTION 8.14 |
Waiver of Bond Requirement. |
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee post a bond or other surety with any court, agency or body whatsoever.
SECTION 8.15 |
Waiver of Inventory, Accounting and Appraisal Requirement. |
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE IX
REMIC ADMINISTRATION
SECTION 9.01 |
REMIC Administration. |
This Article IX is applicable only to GMACM and the GMACM Mortgage Loans. Similar provisions relating to Countrywide Servicing and the Countrywide Mortgage Loans are set forth in Exhibit B. With respect to Countrywide Servicing and the Countrywide Mortgage Loans, to the extent of any inconsistency between the provisions of this Article IX and Exhibit B, the provisions of Exhibit B shall control.
(a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement.
(b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code.
(c) The Trustee shall pay any and all expenses relating to any tax audit of any REMIC (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC that involve the Internal Revenue Service or state tax authorities), including the expense of obtaining any tax related Opinion of Counsel. The Trustee shall be entitled to reimbursement of expenses incurred pursuant to this Section 9.01(c) to the extent provided in Section 8.05.
(d) The Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax and information returns (including Form 8811) as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee.
(e) The Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the related “Tax Matters Person”) with respect to REMIC 1 and REMIC 2 and shall act as Tax Matters Person for REMIC 1 and REMIC 2. The Holder of the Class R-X Certificate at any time holding the largest Percentage Interest thereof shall be the Tax Matters Person with respect to REMIC 3 and REMIC 4 and shall act as Tax Matters Person for REMIC 3 and REMIC 4. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified
person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.
(f) The Trustee, the Servicers and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Servicers or the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicers have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicers, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicers has advised it in writing that an Adverse REMIC Event could occur.
(g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California for state tax purposes by virtue of the location of either Servicer, the related Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed.
(h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis.
(i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans.
(j) Neither the Trustee nor the Servicers shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.
(k) On or before April 15 of each calendar year beginning in 2006, each Servicer shall deliver to the Trustee and each Rating Agency an Officers’ Certificate stating such Servicer’s compliance with the provisions of this Section 9.01.
(l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.
SECTION 9.02 |
Prohibited Transactions and Activities. |
None of the Depositor, the Servicers or the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of any REMIC created hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to either REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (a) affect adversely the status of any REMIC created hereunder as a REMIC or of the interests therein other than the Residual Certificates as the regular interests therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (d) cause any REMIC created hereunder to be subject to a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.
SECTION 9.03 |
Indemnification with Respect to Certain Taxes and Loss of REMIC Status. |
(a) In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by either Servicer of its duties and obligations set forth herein, the related Servicer shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that the related Servicer shall not be liable for any such Losses attributable to the action or inaction of the Trustee, the Depositor, another Servicer or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the related Servicer has relied. The foregoing shall not be deemed to limit or restrict the
rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the related Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the related Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).
(b) In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Trustee of its duties and obligations set forth herein, the Trustee shall indemnify the Servicers and the Trust Fund against any and all Losses resulting from such negligence; provided, however, that the Trustee shall not be liable for any such Losses attributable to the action or inaction of either Servicer, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Trustee have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).
ARTICLE X
TERMINATION
SECTION 10.01 |
Termination. |
This Article X is applicable only to GMACM and the GMACM Mortgage Loans. Similar provisions relating to Countrywide Servicing and the Countrywide Mortgage Loans are set forth in Exhibit B. With respect to Countrywide Servicing and the Countrywide Mortgage Loans, to the extent of any inconsistency between the provisions of this Article X and Exhibit B, the provisions of Exhibit B shall control.
(a) The respective obligations and responsibilities of the Servicers, the Depositor and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Servicers to send certain notices as hereinafter set forth) shall terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Terminator of the Mortgage Loans as described below and (iv) the Distribution Date in April 2035. Notwithstanding the foregoing, in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. James’s, living on the date hereof. Notwithstanding the foregoing, with respect to any SRO Mortgage Loan, the obligations and responsibilities of GMACM created hereby shall terminated upon (i) 30 days’ written notice from the Servicing Rights Owner to GMACM, the Trustee and the Rating Agencies, provided such termination is acceptable to the Rating Agencies and (ii) mutual consent of GMACM and the Servicing Rights Owner in writing, provided such termination is acceptable to the Rating Agencies.
Each Servicer (in such context, the “Terminator”), may, at its option, terminate this Agreement on any date on which the aggregate of the Stated Principal Balances of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) on such date is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans on the Cut-off Date, by purchasing, on the next succeeding Distribution Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised value of the REO Properties and (ii) fair market value of the Mortgage Loans and REO Properties (as determined and as agreed upon in their good faith business judgment as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to the related Certificateholders pursuant to Section 10.01(c) by (x) the Terminator, (y) the Holders of a
majority in Percentage Interest in the Class C Certificates and (z) if the Class A Certificates and the Mezzanine Certificates will not receive all amounts owed to it as a result of the termination, the Trustee, provided that if this clause (z) applies to such determination, such determination shall be based solely upon an appraisal obtained as provided in the last sentence of this paragraph), plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture. If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made and agreed upon by the Terminator, the Holders of a majority in Percentage Interest in the Class C Certificates and the Trustee as provided in (ii) above in their good faith business judgment, such determination shall be based on an appraisal of the value of the Mortgage Loans and REO Properties conducted by an independent appraiser mutually agreed upon by the Terminator, the Holders of a majority in Percentage Interest in the Class C Certificates and the Trustee in their reasonable discretion, and (A) such appraisal shall be obtained at no expense to the Trustee and (B) the Trustee may conclusively rely on, and shall be protected in relying on, such appraisal.
Notwithstanding anything provided herein to the contrary, upon the exercise by the Terminator of its option pursuant to the immediately preceding paragraph, the Servicing Rights Owner shall retain any and all related Servicing Rights with respect to the SRO Mortgage Loans.
In connection with any such purchase pursuant to the preceding paragraph, the Terminator shall deposit in the Distribution Account all amounts then on deposit in the Collection Accounts, which deposit shall be deemed to have occurred immediately preceding such purchase.
Any such purchase shall be accomplished by deposit into the Distribution Account on the Determination Date before such Distribution Date of the Termination Price.
(b) Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee upon the Trustee receiving notice of such date from the Terminator, by letter to the Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (1) the Distribution Date upon which final distribution of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (2) the amount of any such final distribution and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office or agency of the Trustee therein specified.
(c) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Holders of the Certificates on the Distribution Date for such final distribution, in proportion to the Percentage Interests of their respective Class and to the extent that funds are available for such purpose, an amount equal to the amount required to be distributed to such Holders in accordance with the provisions of Section 4.01 for such Distribution Date. By acceptance of the Residual Certificates, the Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of the par value of the Mortgage Loans, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class C Certificates.
(d) In the event that all Certificateholders shall not surrender their Certificates for final payment and cancellation on or before such final Distribution Date, the Trustee shall promptly following such date cause all funds in the Distribution Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate Escrow Account for the benefit of such Certificateholders, and the related Servicer (if either Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders, to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Residual Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto, and the Trustee upon transfer of such funds shall be discharged of any responsibility for such funds, and the Certificateholders shall look to the Residual Certificateholders for payment.
SECTION 10.02 |
Additional Termination Requirements. |
(a) In the event that the Terminator exercises its purchase option as provided in Section 10.01, each REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee shall have been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section will not (i) result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date, the Terminator shall adopt and the Trustee shall sign a plan of complete liquidation of each REMIC created hereunder meeting the requirements of a “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder; and
(ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund to the Terminator for cash pursuant to the terms of the plan of complete liquidation.
(b) By their acceptance of Certificates, the Holders thereof hereby agree to appoint the Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the terms hereof.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 |
Amendment. |
This Agreement may be amended from time to time by the Depositor, the Servicers and the Trustee; and without the consent of the Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be defective or inconsistent with any other provisions herein (iii) to amend the provisions of Section 3.22(b) or (iv) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided that such action shall not as evidenced by either (a) an Opinion of Counsel delivered to the Trustee or (b) written notice to the Depositor, the Servicers and the Trustee from each Rating Agency that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency, adversely affect in any material respect the interests of any Certificateholder. No amendment shall be deemed to adversely affect in any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel or Rating Agency confirmation shall be required to address the effect of any such amendment on any such consenting Certificateholder. Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice to the Depositor, the Servicers and the Trustee from the Rating Agencies will be required in connection with an amendment to the provisions of Section 3.22(b).
In addition, this Agreement may be amended from time to time by the Depositor, the Servicers and the Trustee with the consent of the Majority Certificateholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment or waiver shall (x) reduce in any manner the amount of, or delay the timing of, payments on the Certificates or distributions which are required to be made on any Certificate without the consent of the Holder of such Certificate, (y) adversely affect in any material respect the interests of the Holders of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel delivered to the Trustee or (ii) written notice to the Depositor, the Servicers and the Trustee from each Rating Agency that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency) in a manner other than as described in clause (x) above, without the consent of the Holders of Certificates of such Class evidencing at least a 66% Percentage Interest in such Class, or (z) reduce the percentage of Voting Rights required by clause (y) above without the consent of the Holders of all Certificates of such Class then outstanding. Upon approval of an amendment, a copy of such amendment shall be sent to the Rating Agencies.
Notwithstanding any provision of this Agreement to the contrary, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel, delivered by (and at the expense of) the Person seeking such Amendment, to the effect that such amendment will not result in the imposition of a tax on any REMIC
created hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions or cause any REMIC created hereunder constituting part of the Trust to fail to qualify as a REMIC at any time that any Certificates are outstanding and that the amendment is being made in accordance with the terms hereof.
Promptly after the execution of any such amendment the Trustee shall furnish, at the expense of the Person that requested the amendment if such Person is a Servicer (but in no event at the expense of the Trustee), otherwise at the expense of the Trust, a copy of such amendment and the Opinion of Counsel referred to in the immediately preceding paragraph to the Servicers and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment; instead it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.
The Trustee may, but shall not be obligated to, enter into any amendment pursuant to this Section 11.01 that affects its rights, duties and immunities under this Agreement or otherwise.
SECTION 11.02 |
Recordation of Agreement; Counterparts. |
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the related Servicer at the expense of the Trust, but only upon direction of Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.
SECTION 11.03 |
Limitation on Rights of Certificateholders. |
The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
Except as expressly provided for herein, no Certificateholder shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the
obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03 each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
SECTION 11.04 |
Governing Law; Jurisdiction. |
This Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
SECTION 11.05 |
Notices. |
All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid, by facsimile or by express delivery service, to (a) in the case of GMACM, 0000 Xxxxxxx Xxx., Xxxxxxxx, Xxxx 00000, Attention: General Servicing Manager (telcopy number: (000) 000-0000) with a copy to GMAC Mortgage Corporation, 000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000, Attention: General Counsel and Executive Vice President of the National Loan Administration, (telecopy number: (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Depositor and the Trustee in writing by GMACM, (b) in the case of Countrywide Servicing, Countrywide Home Loans Servicing LP, 000 Xxxxxxxxxxx Xxx, Xxxx Xxxxxx, Xxxxxxxxxx 00000, Attention: Investor Accounting/Xxxx Xxxxxxx, with a copy to Countrywide Home Loans, Inc., 0000 Xxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000, Attention: General Counsel, or such other address or telecopy number as may hereafter be furnished to the Depositor and the Trustee in writing by Countrywide Servicing, (c) in the case of the Trustee, Deutsche Bank National Trust Company, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000, Attention: GC05SB (telecopy number: (000) 000-0000), or such other address or telecopy number as may hereafter be furnished to the Depositor and the Servicers in writing by the Trustee, and (d) in the case of the Depositor, Financial Asset Securities Corp., 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention: Legal, or such other address as may be furnished to the Servicers and the Trustee in writing by the Depositor. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Notice of any Servicer Event of Termination shall be given by telecopy and by certified mail. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have duly been given when mailed, whether or not the Certificateholder receives such notice. A copy of any notice required to be telecopied hereunder shall also be mailed to the appropriate party in the manner set forth above.
SECTION 11.06 |
Severability of Provisions. |
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07 |
Article and Section References. |
All article and section references used in this Agreement, unless otherwise provided, are to articles and sections in this Agreement.
SECTION 11.08 |
Notice to the Rating Agencies. |
(a) Each of the Trustee and the related Servicer shall be obligated to use its best reasonable efforts promptly to provide notice to the Rating Agencies with respect to each of the following of which a Responsible Officer of the Trustee or such Servicer, as the case may be, has actual knowledge:
(i) |
any material change or amendment to this Agreement; |
(ii) the occurrence of any Servicer Event of Termination that has not been cured or waived;
(iii) |
the resignation or termination of a Servicer or the Trustee; |
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(iv) |
the final payment to Holders of the Certificates of any Class; | ||
(v) |
any change in the location of any Account; and |
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(vi) if the Trustee is acting as a successor Servicer pursuant to Section 7.02 hereof, any event that would result in the inability of the Trustee to make Advances.
(b) In addition, the Trustee shall promptly make available to each Rating Agency copies of each Statement to Certificateholders described in Sections 4.03 and 3.19 hereof and each Servicer shall promptly furnish to each Rating Agency copies of the following:
(i) |
each annual statement as to compliance described in Section 3.20 hereof; |
(ii) each annual independent public accountants’ servicing report described in Section 3.21 hereof; and
(iii) each notice delivered pursuant to Section 7.01(a) hereof which relates to the fact that a Servicer has not made an Advance.
Any such notice pursuant to this Section 11.08 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to (i) Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (ii) Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (iii) Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Surveillance Group and (iv) Dominion Bond Ratings Service, Inc., One Exchange Plaza, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
SECTION 11.09 |
Further Assurances. |
Notwithstanding any other provision of this Agreement, neither the Regular Certificateholders nor the Trustee shall have any obligation to consent to any amendment or modification of this Agreement unless they have been provided reasonable security or indemnity against their out-of-pocket expenses (including reasonable attorneys’ fees) to be incurred in connection therewith.
SECTION 11.10 |
Benefits of Agreement. |
Nothing in this Agreement or in the Certificates, expressed or implied, shall give to any Person, other than the Certificateholders and the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement.
SECTION 11.11 |
Acts of Certificateholders. |
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing, and such action shall become effective when such instrument or instruments are delivered to the Trustee and the Servicers. Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee and the Trust, if made in the manner provided in this Section 11.11.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.
(c) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Certificateholder shall bind every future Holder of such Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Trust in reliance thereon, whether or not notation of such action is made upon such Certificate.
IN WITNESS WHEREOF, the Depositor, the Servicers and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.
FINANCIAL ASSET SECURITIES CORP.,
as Depositor
By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
Senior Vice President | ||
COUNTRYWIDE HOME LOANS SERVICING LP, as a Servicer
By: COUNTRYWIDE GP, INC., its general partner
B: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Sr. Vice President | ||
GMAC MORTGAGE CORPORATION, as a Servicer
By: |
/s/ Xxxxxx X. Xxxxxxx | ||
Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Vice President |
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DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee
By: |
/s/ Hang Xxx |
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Name: |
Hang Xxx |
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Title: |
Authorized Signer | |||||
By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Vice President |
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STATE OF CONNECTICUT |
) |
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) |
ss.: |
COUNTY OF FAIRFIELD |
) |
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On the _20th__ day of October, 2005 before me, a notary public in and for said State, personally appeared __Adam Smith_ known to me to be _Senior Vice President__ of Financial Asset Securities Corp., a Delaware corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
/s/ Xxxxxxxx X. Xxxxxxxx
Notary Public
Xxxxxxxx X. Xxxxxxxx
Notary Public
My commission expires on 6/30/09
STATE OF CALIFORNIA |
) |
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) |
ss.: |
COUNTY OF LOS ANGELES |
) |
|
On the _24th__ day of October, 2005 before me, a notary public in and for said State, personally appeared ___Leon Daniels__ known to me to be a Vice President__ of GMAC Mortgage Corporation, a corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
/s/ Xxxxxx Xxxxxxxxx Sites
Notary Public
Xxxxxx Xxxxxxxxx Sites
Commission # 1373728
Notary Public – California
Los Angeles County
My Commission expires Sep. 6, 0000
XXXXX XX XXXX |
) |
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) |
ss.: |
COUNTY OF BLACK HAWK |
) |
|
On the 25th_ day of October, 2005 before me, a notary public in and for said State, personally appeared __Wesley B. Howland_ known to me to be a Vice President_ of Countrywide Home Loans Servicing LP, a corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
/s/ Xxxxx X. Xxxxxxx
Notary Public
Xxxxx X. Xxxxxxx
Commission Number 718176
My Commission expires
August 26, 0000
XXXXX XX XXXXXXXXXX |
) |
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) |
ss.: |
COUNTY OF ORANGE |
) |
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On the 19th_ day of October, 2005 before me, a notary public in and for said State, personally appeared __Hang Luu__, known to me to be a(n) __Associate__ and __Ronaldo Reyes__, known to me to be a(n) _Vice President__of Deutsche Bank National Trust Company, a corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said association, and acknowledged to me that such corporation executed the within instrument.
WITNESS my hand and official seal.
(SEAL)
/s/ Xxxxx Xxxxxx
Notary Public, State of California
Xxxxx Xxxxxx
Commission # 1604326
Notary Public – California
Orange County
My Commission Expires Sep. 4, 2009
EXHIBIT A-1
FORM OF CLASS A-1 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$247,898,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$247,898,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611M HK 7 |
Class |
: |
A-1 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS A-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1 Certificate (obtained by dividing the Denomination of this Class A-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class A-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class A-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
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DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
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By: |
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This is one of the Certificates referenced
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By: |
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Authorized Signatory of | |
[Reverse of Class A-1Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:___________________________________________
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Dated:_________________
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 |
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for the account of |
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account number |
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or, if mailed by check, to | |||||
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Applicable statements should be mailed to |
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This information is provided by |
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assignee named above, or |
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its agent. |
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EXHIBIT A-2
FORM OF CLASS A-2 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$61,974,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$61,974,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611M JE 9 |
Class |
: |
A-2 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS A-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-2 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-2 Certificate (obtained by dividing the Denomination of this Class A-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-2 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class A-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class A-2 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class A-2 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: ___________________________________________
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-3
FORM OF CLASS M-1 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES AND THE CLASS A-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$26,924,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$26,924,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.635% |
CUSIP |
: |
83611M HL 5 |
Class |
: |
M-1 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-1 Certificate (obtained by dividing the Denomination of this Class M-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-1 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-4
FORM OF CLASS M-2 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, CLASS A-2 CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$23,434,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$23,434,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.725% |
CUSIP |
: |
83611M HM 3 |
Class |
: |
M-2 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-2 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-2 Certificate (obtained by dividing the Denomination of this Class M-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-2 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-2 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-2 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_________________________________
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-5
FORM OF CLASS M-3 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, CLASS A-2 CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$14,708,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$14,708,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.825% |
CUSIP |
: |
83611M HN 1 |
Class |
: |
M-3 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-3
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-3 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-3 Certificate (obtained by dividing the Denomination of this Class M-3 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-3 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-3 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-3 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-3 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: ____________________________________________________ |
Dated:_________________
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. |
| ||||||
EXHIBIT A-6
FORM OF CLASS M-4 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, CLASS A-2 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, AND THE CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$13,213,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$13,213,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.975% |
CUSIP |
: |
83611M HP 6 |
Class |
: |
M-4 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-4
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-4 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-4 Certificate (obtained by dividing the Denomination of this Class M-4 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-4 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-4 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-4 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-4 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:___________________________________________ |
Dated:_________________
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. |
| ||||||
EXHIBIT A-7
FORM OF CLASS M-5 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, CLASS A-2 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$11,717,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$11,717,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
6.075% |
CUSIP |
: |
83611M HQ 4 |
Class |
: |
M-5 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-5
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-5 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-5 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-5 Certificate (obtained by dividing the Denomination of this Class M-5 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-5 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-5 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-5 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-5 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[REVERSE OF CLASS M-5 CERTIFICATE]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:___________________________________________ |
Dated:_________________
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 |
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for the account of |
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account number |
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or, if mailed by check, to | |||||
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Applicable statements should be mailed to |
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This information is provided by |
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assignee named above, or |
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its agent. |
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EXHIBIT A-8
FORM OF CLASS M-6 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, CLASS A-2 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$10,969,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$10,969,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
6.175% |
CUSIP |
: |
83611M HR 2 |
Class |
: |
M-6 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-6
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-6 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-6 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-6 Certificate (obtained by dividing the Denomination of this Class M-6 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-6 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-6 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-6 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-6 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-6 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:___________________________________________ |
Dated:_________________
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. |
| ||||||
EXHIBIT A-9
FORM OF CLASS M-7 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, CLASS A-2 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$11,218,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$11,218,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611M HS 0 |
Class |
: |
M-7 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-7
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-7 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-7 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-7 Certificate (obtained by dividing the Denomination of this Class M-7 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-7 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-7 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-7 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-7 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-7 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:___________________________________________ |
Dated:_________________
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. |
| ||||||
EXHIBIT A-10
FORM OF CLASS M-8 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$10,470,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$10,470,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
6.704% |
CUSIP |
: |
83611M HT 8 |
Class |
: |
M-8 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-8
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-8 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-8 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-8 Certificate (obtained by dividing the Denomination of this Class M-8 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-8 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-8 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-8 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-8 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-8 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:___________________________________________ |
Dated:_________________
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. |
| ||||||
EXHIBIT A-11
FORM OF CLASS M-9 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$ 9,722,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$ 9,722,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
7.054% |
CUSIP |
: |
83611M HU 5 |
Class |
: |
M-9 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-9
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-9 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-9 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-9 Certificate (obtained by dividing the Denomination of this Class M-9 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-9 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
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.
Reference is hereby made to the further provisions of this Class M-9 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-9 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-9 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
________________________________________________________________________________________________________________________
Dated:_________________
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. |
| ||||||
EXHIBIT A-12
FORM OF CLASS M-10 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES AND THE CLASS A-2 CERTIFICATES AND THE CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES AND CLASS M-9 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$ 11,966,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$ 11,966,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
7.650% |
CUSIP |
: |
83611M HV 3 |
Class |
: |
M-10 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-10
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-10 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-10 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-10 Certificate (obtained by dividing the Denomination of this Class M-10 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-10 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-10 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable sate securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act, and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to indemnify the 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.
Reference is hereby made to the further provisions of this Class M-10 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-10 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-10 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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 |
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for the account of |
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account number |
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or, if mailed by check, to | |||||
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Applicable statements should be mailed to |
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This information is provided by |
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assignee named above, or |
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its agent. |
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EXHIBIT A-13
FORM OF CLASS M-11 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES AND THE CLASS A-2 CERTIFICATES AND THE CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES, CLASS M-9 CERTIFICATES AND CLASS M-10 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$ 8,227,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$ 8,227,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611M HW 1 |
Class |
: |
M-11 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-11
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-11 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-11 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-11 Certificate (obtained by dividing the Denomination of this Class M-11 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-11 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-11 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable sate securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act, and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to indemnify the 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.
Reference is hereby made to the further provisions of this Class M-11 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-11 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-11 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-14
FORM OF CLASS M-12 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES AND THE CLASS A-2 CERTIFICATES AND THE CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES, CLASS M-9 CERTIFICATES, CLASS M-10 CERTIFICATES AND CLASS M-11 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$ 11,218,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$ 11,218,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
7.650% |
CUSIP |
: |
83611M HX 9 |
Class |
: |
M-12 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-12
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-12 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-12 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-12 Certificate (obtained by dividing the Denomination of this Class M-12 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-12 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-12 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable sate securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act, and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to indemnify the 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.
Reference is hereby made to the further provisions of this Class M-12 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-12 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-12 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-15
FORM OF CLASS M-13 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES AND THE CLASS A-2 CERTIFICATES AND THE CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES, CLASS M-9 CERTIFICATES, CLASS M-10 CERTIFICATES, CLASS M-11 CERTIFICATES AND CLASS M-12 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$ 9,972,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$ 9,972,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
7.650% |
CUSIP |
: |
83611M HY 7 |
Class |
: |
M-13 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-13
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-13 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-13 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-13 Certificate (obtained by dividing the Denomination of this Class M-13 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-13 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-13 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable sate securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act, and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to indemnify the 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.
Reference is hereby made to the further provisions of this Class M-13 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-13 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-13 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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 |
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for the account of |
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account number |
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or, if mailed by check, to | |||||
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Applicable statements should be mailed to |
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| |||||||
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This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
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EXHIBIT A-16
FORM OF CLASS M-14 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES AND THE CLASS A-2 CERTIFICATES AND THE CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES, CLASS M-9 CERTIFICATES, CLASS M-10 CERTIFICATES, CLASS M-11 CERTIFICATES, CLASS M-12 CERTIFICATES AND CLASS M-13 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$ 9,972,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$ 9,972,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
7.650% |
CUSIP |
: |
83611M HZ 4 |
Class |
: |
M-14 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-14
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-14 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-14 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-14 Certificate (obtained by dividing the Denomination of this Class M-14 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-14 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-14 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable sate securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act, and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to indemnify the 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.
Reference is hereby made to the further provisions of this Class M-14 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-14 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-14 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-17
FORM OF CLASS M-15 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES AND CLASS A-2 CERTIFICATES AND THE CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES, CLASS M-9 CERTIFICATES, CLASS M-10 CERTIFICATES, CLASS M-11 CERTIFICATES, CLASS M-12 CERTIFICATES, CLASS M-13 CERTIFICATES AND CLASS M-14 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$ 4,986,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$ 4,986,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
7 |
CUSIP |
: |
83611M JA 7 |
Class |
: |
M-15 |
Assumed Maturity Date |
: |
May 25, 2035 |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS M-15
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-15 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-15 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-15 Certificate (obtained by dividing the Denomination of this Class M-15 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-15 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-15 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable sate securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act, and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to indemnify the 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.
Reference is hereby made to the further provisions of this Class M-15 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-15 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-15 Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______________________________________
|
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-18
FORM OF CLASS C CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE CERTIFICATES AND THE CLASS B CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$222.85 |
Original Class Certificate Principal Balance of this Class |
: |
$222.85 |
Percentage Interest |
: |
100.00% |
Class |
: |
C |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS C
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class C Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class C Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Financial Products, Inc. is the registered owner of the Percentage Interest evidenced by this Class C Certificate (obtained by dividing the Denomination of this Class C Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class C Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class C Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the 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.
Reference is hereby made to the further provisions of this Class C Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class C Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class C Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-19
FORM OF CLASS P CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$100.00 |
Original Class Certificate Principal Balance of this Class |
: |
$100.00 |
Percentage Interest |
: |
100.00% |
Class |
: |
P |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS P
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class P Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class P Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Financial Products, Inc. is the registered owner of the Percentage Interest evidenced by this Class P Certificate (obtained by dividing the Denomination of this Class P Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class P Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class P Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the 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.
Reference is hereby made to the further provisions of this Class P Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class P Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class P Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-20
FORM OF CLASS R CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Percentage Interest |
: |
100.00% |
Class |
: |
R |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS R
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). 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.
This Certificate does not have a 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 Office or the office or agency maintained by the Trustee.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the 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.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Pursuant to the Agreement, The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class R Certificate in violation of the restrictions mentioned above.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class R Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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 |
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or, if mailed by check, to | |||||
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Applicable statements should be mailed to |
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| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-21
FORM OF CLASS R-X CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Percentage Interest |
: |
100.00% |
Class |
: |
R-X |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS R-X
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). 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.
This Certificate does not have a 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 Office or the office or agency maintained by the Trustee.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the 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.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Pursuant to the Agreement, The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class R-X Certificate in violation of the restrictions mentioned above.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class R-X Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
|
|
Dated:_________________
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. |
| ||||||
EXHIBIT A-22
FORM OF CLASS X CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CLASS X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
: |
1 |
Cut-off Date |
: |
October 1, 2005 |
First Distribution Date |
: |
November 25, 2005 |
Percentage Interest |
: |
100.00% |
Class |
: |
X |
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
Series 2005-B
CLASS X
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of second lien, fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2005 (the “Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). 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.
This Certificate does not have a 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 Office or the office or agency maintained by the Trustee.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the 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.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Pursuant to the Agreement, The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class X Certificate in violation of the restrictions mentioned above.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-B
| |
DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee
| |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class X Certificate]
Soundview Home Loan Trust 2005-B
Asset-Backed Certificates,
SERIES 2005-B
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the 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 and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in May 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_______________________________________
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Dated:_________________
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 |
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for the account of |
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Account number |
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or, if mailed by check, to | |||||
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Applicable statements should be mailed to |
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This information is provided by |
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Assignee named above, or |
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its agent. |
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EXHIBIT B
COUNTRYWIDE SERVICING PROVISIONS
EXHIBIT B
(i)
DEFINITIONS
For the purposes of this Exhibit B, the following terms have the following meanings:
“Condemnation Proceeds”: All awards, compensation and settlements in respect of a taking of all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain.
“Eligible Account”: The meaning set forth in the Agreement.
“Late Collections”: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments of Monthly Payments or as Liquidation Proceeds, Condemnation Proceeds, Other Insurance Proceeds, proceeds of any REO Disposition or otherwise, which represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not previously recovered.
“Liquidation Proceeds”: Amounts, other than Condemnation Proceeds and Other Insurance Proceeds, received by Countrywide Servicing in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of an REO Property pursuant to Section 3.13 of this Exhibit B.
“MERS Mortgage Loan”: Any Mortgage Loan registered with MERS on the MERS System.
“Monthly Advances”: The aggregate of the advances made by Countrywide Servicing on any Remittance Date pursuant to Section 3.19.
“Other Insurance Proceeds”: Proceeds of any title policy, hazard policy, pool policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that Countrywide Servicing would follow in servicing mortgage loans held for its own account.
“Prepayment Interest Shortfall Amount”: With respect to any Mortgage Loan that was subject to a Principal Prepayment in full or in part during the portion of the related Principal Prepayment Period occurring between the first day of the related Prepayment Period and the last day of the calendar month preceding the month in which such Remittance Date occurs, the amount of interest (net of the related Servicing Fee) that would have accrued on the amount of
such Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan and ending on the last day of the calendar month preceding such Remittance Date.
“Remittance Date”: The third Business Day prior to any Distribution Date.
“Repurchase Price”: With respect to any Mortgage Loan, a price equal to (i) the Stated Principal Balance of the Mortgage Loan plus (ii) interest on such Stated Principal Balance at the Net Mortgage Rate from the last date through which interest has been paid and distributed to the Certificateholders to the date of repurchase, less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the Collection Account for distribution in the month of repurchase plus (iii) any costs and expenses incurred by Countrywide Servicing or the Trustee in respect of the breach or defect giving rise to the repurchase obligation including, without limitation, any costs and damages incurred by any such party in connection with any violation by any such Mortgage Loan of any predatory or abusive lending law.
“Servicing Advance”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by Countrywide Servicing of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv) compliance with the obligations under this Agreement.
“Servicing Fee”: With respect to each Mortgage Loan, the amount of the annual fee payable to Countrywide Servicing, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected by Countrywide Servicing, or as otherwise provided herein. With respect to REO Property, the Servicing Fee shall be payable to Countrywide Servicing through REO Disposition in accordance with Section 3.13 which Servicing Fee shall be based upon the Stated Principal Balance of the related Mortgage Loan at the time of foreclosure as reduced by any income or proceeds received in respect of such REO Property and applied to reduce the outstanding principal balance of the foreclosed Mortgage Loan.
All other capitalized terms used, but not defined above, shall have the meanings given to them in the Agreement.
(ii)
REPRESENTATIONS, WARRANTIES & COVENANTS
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Representations, Warranties & Covenants of Countrywide Servicing. |
Countrywide Servicing represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:
Countrywide Servicing is duly organized, validly existing and in good standing under the laws of Texas and is qualified to transact business in and is in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification and no demand for such qualification has been made upon Countrywide Servicing by any state having jurisdiction and in any event Countrywide Servicing is or will be in compliance with the laws of any such state to the extent necessary to insure the enforceability of each Countrywide Mortgage Loan and the servicing of Countrywide Mortgage Loans in accordance with the terms of this Agreement. No licenses or approvals obtained by Countrywide Servicing have been suspended by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension;
Countrywide Servicing has the full power and authority to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. Countrywide Servicing has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the Depositor, GMACM and the Trustee, constitutes a legal, valid and binding obligation of Countrywide Servicing, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or reorganization;
Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of Countrywide Servicing’s formation documents or result in a material breach of any legal restriction or any agreement or instrument to which Countrywide Servicing is now a party or by which it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Countrywide Servicing or its property is subject or impair the ability of the Trustee to realize on the Mortgage Loans;
Countrywide Servicing is an approved seller/servicer for either Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a mortgagee approved by the Secretary of HUD pursuant to Section 203 and 211 of the National Housing Act. No event has occurred,
including but not limited to a change in insurance coverage, which would make Countrywide Servicing unable to comply with Xxxxxx Mae, Xxxxxxx Mac or HUD eligibility requirements or which would require notification to Xxxxxx Mae, Xxxxxxx Mac or HUD;
Countrywide Servicing does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
There is no action, suit, proceeding, investigation or litigation pending or, to Countrywide Servicing’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to Countrywide Servicing would adversely affect the execution, delivery or enforceability of this Agreement, the ability of Countrywide Servicing to service the Countrywide Mortgage Loans hereunder in accordance with the terms hereof, or Countrywide Servicing’s ability to perform its obligations under this Agreement;
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Countrywide Servicing of or compliance by Countrywide Servicing with this Agreement or if required, such consent, approval, authorization or order has been obtained prior to the Closing Date;
No written statement, report or other document prepared and furnished or to be prepared and furnished by Countrywide Servicing pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein not misleading;
Countrywide Servicing is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS; and
Countrywide Servicing will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01.
It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.01 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, either Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to Countrywide Servicing and the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of discovery by Countrywide Servicing or receipt of notice by Countrywide Servicing of the breach of the representation or covenant Countrywide Servicing set forth in Section 2.01(x) above which materially and
adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, Countrywide Servicing must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into its Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders, pursuant to the Master Agreements respecting a breach of the representations, warranties and covenants of the Originators.
(iii)
SERVICING OF THE MORTGAGE LOANS
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Countrywide Servicing to Act as Servicer. |
Countrywide Servicing, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage lenders, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which Countrywide Servicing may deem necessary or desirable and consistent with the terms of this Agreement; provided, however, that Countrywide Servicing shall not knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless Countrywide Servicing has received an Opinion of Counsel (but not at the expense of Countrywide Servicing) to the effect that the contemplated action will not cause any REMIC created under this Agreement to fail to qualify as a REMIC or result in the imposition of a tax upon any such REMIC created hereunder.
Consistent with the terms of this Exhibit B, Countrywide Servicing may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in Countrywide Servicing’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided, however, that Countrywide Servicing shall not permit any modification with respect to any Mortgage Loan that would decrease the Mortgage Rate, defer or forgive the payment thereof or of any principal or interest payments, reduce the outstanding principal amount (except for actual payments of principal), make future advances or extend the final maturity date on such Mortgage Loan. Promptly after the execution of any modification of any Mortgage Loan, Countrywide Servicing shall deliver to the Trustee the originals of any documents evidencing such modification. Countrywide Servicing may permit forbearance or allow for suspension of Monthly Payments in either case for up to one hundred and eighty (180) days if the Mortgagor is in default or Countrywide Servicing determines in its reasonable discretion that default is imminent and if Countrywide Servicing determines that granting such forbearance or suspension is in the best interest of the Certificateholders. In the event that any such modification, forbearance or suspension as permitted above allows the deferral of interest or principal payments on any Mortgage Loan, Countrywide Servicing shall include in each remittance for any month in which any such principal or interest payment has been deferred (without giving effect to such modification, forbearance or suspension) an amount equal to, as the case may be, such month’s principal and one (1) month’s interest at the Net Mortgage Rate on the then unpaid principal balance of the Mortgage Loan and shall be entitled to reimbursement for such advances only to the same extent as for Monthly Advances made pursuant to Section 3.19. Without limiting the generality of the foregoing, Countrywide Servicing shall continue, and is hereby
authorized and empowered to execute and deliver on behalf of itself, and the Trustee, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Property. If reasonably required by Countrywide Servicing, the Trustee shall furnish Countrywide Servicing with any powers of attorney and other documents necessary or appropriate to enable Countrywide Servicing to carry out its servicing and administrative duties under this Agreement.
To the extent consistent with the foregoing, Countrywide Servicing shall waive a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of Countrywide Servicing, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan or (iii) the collection of such Prepayment Charge would be in violation of applicable laws.
In servicing and administering the Mortgage Loans, Countrywide Servicing shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions.
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Collection of Mortgage Loan Payments. |
Continuously from the date hereof until the principal and interest on all Mortgage Loans is paid in full, Countrywide Servicing will proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Exhibit B, follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, Countrywide Servicing will take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable. To that end, Countrywide Servicing shall ensure that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.
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Realization Upon Defaulted Mortgage Loans. |
Countrywide Servicing shall use its best efforts, consistent with the procedures that Countrywide Servicing would use in servicing loans for its own account, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.01. Countrywide Servicing shall use its best efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, Countrywide Servicing shall not be required to expend its own funds toward the restoration of such property in excess of $2,000
unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Certificateholders after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by Countrywide Servicing through Other Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in Section 3.05. Countrywide Servicing shall notify the Trustee in writing of the commencement of foreclosure proceedings. Such notice may be contained in the reports prepared by Countrywide Servicing and delivered to the Trustee pursuant to the terms and conditions of this Agreement. In such connection, Countrywide Servicing shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 3.05.
Countrywide Servicing, in its sole discretion, shall have the right to purchase for its own account any Mortgage Loan serviced by it which is ninety-one (91) days or more delinquent at the Repurchase Price; provided, however that Countrywide Servicing shall not be entitled to exercise such purchase if the delinquency is caused directly or indirectly by an act or omission of Countrywide Servicing which would constitute a breach or violation of its obligations hereunder. Any such purchase by Countrywide Servicing shall be accomplished by deposit in the Collection Account the amount of the purchase price stated in the preceding sentence, after deducting therefrom any amounts received in respect of such purchased Mortgage Loan and being held in the Collection Account for future distribution.
With respect to any Mortgage Loan, if Countrywide Servicing determines that no significant recovery is possible through foreclosure proceedings or other liquidation of the related Mortgaged Property, it will be obligated to charge off the related Mortgage Loan no later than the time such Mortgage Loan becomes 180 days Delinquent. Once a Mortgage Loan has been charged off, Countrywide Servicing will discontinue making Monthly Advances, Countrywide Servicing will not be entitled to any additional servicing compensation, the Charged Off Loan will give rise to a Realized Loss, and Countrywide Servicing will follow the procedures described below.
Countrywide Servicing will not be entitled to any Servicing Fees or reimbursement of expenses in connection with such Charged Off Loans except to the extent of funds available from the aggregate amount of recoveries on such Charged Off Loan which shall be paid to Countrywide Servicing as any accrued and unpaid Servicing Fees. Countrywide Servicing will only be entitled to previously accrued Servicing Fees on any such Charged Off Loans and will not be entitled to receive any future unaccrued Servicing Fees or expenses from collections on such Charged Off Loans. Any recoveries on such Charged Off Loans (net of accrued and unpaid Servicing Fees) received prior to the Release Date will be treated as Liquidation Proceeds distributable to the Holders of the Class X Certificates.
Any Charged Off Loan will be transferred to the Holders of the Class X Certificates (the “Release Date”), without recourse, and thereafter (i) those Holders will be entitled to any amounts subsequently received in respect of any such Charged Off Loans, (ii) the Holders of the Class X Certificates may designate any servicer to service any such Released Loan and (iii) the Holders of the Class X Certificates may sell any such Charged Off Loan to a third party. With respect to any Charged Off Loan, the Trustee, upon receipt of a Request for Release from Countrywide Servicing, shall release to the Holders of the Class X Certificates the
related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as Countrywide Servicing shall furnish to it and as shall be necessary to vest in the Holders of the Class X Certificates any Released Loan and the Trustee shall have no further responsibility with regard to such Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose).
Notwithstanding the foregoing, the procedures described above relating to the treatment of Charged Off Loans may be modified at any time at the discretion of the Holders of the Class X Certificates, with the reasonable consent of Countrywide Servicing.
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Establishment of Collection Account; Deposits in Collection Accounts. |
Countrywide Servicing shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one (1) or more Collection Accounts, in the form of time deposit or demand accounts which accounts shall be Eligible Accounts.
Countrywide Servicing shall deposit in the Collection Account within two (2) Business Days of receipt, and retain therein the following payments and collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:
all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
all payments on account of interest on the Mortgage Loans adjusted to the Net Mortgage Rate;
all proceeds from a cash liquidation;
all Other Insurance Proceeds including amounts required to be deposited pursuant to Sections 11.08, 11.10 and 11.11, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Countrywide Servicing’s normal servicing procedures, the loan documents or applicable law;
all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Countrywide Servicing’s normal servicing procedures, the Mortgage Loan Documents or applicable law;
any Monthly Advances;
all proceeds of any Mortgage Loan repurchased in accordance with Section 3.03;
any amounts required to be deposited by Countrywide Servicing pursuant to Section 3.10 in connection with the deductible clause in any blanket hazard insurance policy such deposit shall be made from Countrywide Servicing’s own funds, without reimbursement therefor;
the Prepayment Interest Shortfall Amount, if any, for the month of distribution, such deposit shall be made from Countrywide Servicing’s own funds, without reimbursement therefor up to a maximum amount per month of the Servicing Fee actually received for such month for the Mortgage Loans;
any amounts required to be deposited by Countrywide Servicing in connection with any REO Property pursuant to Section 3.13; and
any amounts required to be deposited in the Collection Account pursuant to Section 3.01, 11.14, 11.22 or 11.23.
The foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees need not be deposited by Countrywide Servicing in the Collection Account. Any interest paid on funds deposited in the Collection Account by the depository institution shall accrue to the benefit of Countrywide Servicing and Countrywide Servicing shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(iv). Countrywide Servicing shall deposit in the Collection Account the amount of any loss of principal incurred in respect of any investment made with funds in the Collection immediately upon realization of such loss
Countrywide Servicing may direct any depository institution maintaining the Collection Account to invest the funds on deposit in such accounts. All investments shall be in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon or if such investment is managed or advised by a Person other than the Trustee or an Affiliate of the Trustee, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor thereon or if such investment is managed or advised by the Trustee or any Affiliate. All such Permitted Investments shall be held to maturity, unless payable on demand. In the event amounts on deposit in the Collection Account are at any time invested in a Permitted Investment payable on demand, the Trustee shall:
(x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trustee that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Collection Account.
If the balance on deposit in the Collection Account were to exceeds the insured amount limits of an FDIC insured account as of the commencement of business on any Business Day and the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of Eligible Account, Countrywide Servicing shall, on or before twelve o’clock noon Eastern time on such Business Day, withdraw from the related Collection Account all amounts in excess of the FDIC insurance limits and deposit such amounts in another account that constitutes an Eligible Account pursuant to clause (i) or (ii) of the definition of Eligible Account.
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Permitted Withdrawals From the Collection Account. |
Countrywide Servicing may, from time to time, withdraw from the Collection Account for the following purposes:
to make remittances to the Trustee in the amounts and in the manner provided for in Section 3.17;
to reimburse itself for Monthly Advances, Countrywide Servicing’s right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan (or to amounts received on the Mortgage Loans as a whole in the event that said Monthly Advance is made due to a shortfall in a Monthly Payment made by a Mortgagor entitled to relief under the Relief Act) which represent Late Collections (net of the related Servicing Fees) respecting which any such Monthly Advance was made it being understood that, in the case of such reimbursement, Countrywide Servicing’s right thereto shall be prior to the rights of the Certificateholders, except that, where Countrywide Home Loans, Inc. is required to repurchase a Mortgage Loan, pursuant to the related Assignment Agreement, Countrywide Servicing’s right to such reimbursement shall be subsequent to the payment to the Certificateholders of the Repurchase Price pursuant to such section and all other amounts required to be paid to the Certificateholders with respect to such Mortgage Loans; provided that Countrywide Servicing may reimburse itself from any funds in the Collection Account for Monthly Advances which it has determined are nonrecoverable advances or if all funds with respect to the related Mortgage Loan have previously been remitted to the Trustee;
to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees, Countrywide Servicing’s right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds (or to amounts received on the Mortgage Loans only in the event that said Monthly Advance is made due to a shortfall in a Monthly Payment made by a Mortgagor entitled to relief under the Relief Act) from cash liquidation, Liquidation Proceeds, Condemnation Proceeds and Other Insurance Proceeds; provided that Countrywide Servicing may reimburse itself from any funds in the Collection Account for Servicing Advances and Servicing Fees if all funds with respect to the related Mortgage Loan have previously been remitted to the Trustee;
to pay to itself as servicing compensation (a) any interest earned on funds in the Collection Account (all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fees from that portion of any payment or recovery as to interest with respect to a particular Mortgage Loan;
[reserved];
to clear and terminate the Collection Account upon the termination of this Agreement;
to reimburse itself for any Monthly Advance previously made which Countrywide Servicing has determined to be a nonrecoverable Monthly Advance;
to reimburse itself for any amounts deposited in the Collection Account in error; and
to reimburse itself for unreimbursed Servicing Advances to the extent that such amounts are deemed nonrecoverable by Countrywide Servicing pursuant to subclause (iii) above.
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Establishment of Escrow Accounts; Deposits in Escrow Accounts. |
Countrywide Servicing shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one (1) or more Escrow Accounts which accounts shall be Eligible Accounts, in the form of time deposit or demand accounts.
Countrywide Servicing shall deposit in the Escrow Account within two (2) Business Days of receipt, and retain therein, (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement, and (ii) all Other Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property. Countrywide Servicing shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Section 3.08. Countrywide Servicing shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, Countrywide Servicing shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes.
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7. |
Permitted Withdrawals From Escrow Account. |
Withdrawals from the Escrow Account may be made by Countrywide Servicing (i) to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums and comparable items; (ii) to reimburse Countrywide Servicing for any Servicing Advance made by Countrywide Servicing with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or collections of
Escrow Payments thereunder; (iii) to refund to the Mortgagor any funds as may be determined to be overages; (iv) for transfer to the Collection Account in accordance with the terms of this Agreement; (v) for application to restoration or repair of the Mortgaged Property, (vi) to pay to Countrywide Servicing, or to the Mortgagors to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (vii) to reimburse itself for any amounts deposited in the Escrow Account in error, or (viii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties, Countrywide Servicing shall pay to the Mortgagors interest on funds in the Escrow Account, to the extent required by law, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor.
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8. |
Payment of Taxes, Insurance and Other Charges. |
With respect to each Mortgage Loan, Countrywide Servicing shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by Countrywide Servicing in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, Countrywide Servicing shall determine that any such payments are made by the Mortgagor at the time they first become due. Countrywide Servicing assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.
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9. |
Transfer of Accounts. |
Countrywide Servicing may transfer the Collection Account or the Escrow Account to a different depository institution from time to time. Countrywide Servicing shall promptly notify the Depositor and the Trustee that such transfer has been made. In any case, the Collection Account and Escrow Account shall be Eligible Accounts.
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10. |
Maintenance of Hazard Insurance. |
Countrywide Servicing shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the unpaid principal balance of the Mortgage Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate issued by the Flood Emergency Management Agency as having special flood hazards and such flood insurance has been made available, Countrywide Servicing will cause to be
maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (i) the unpaid principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. Countrywide Servicing shall also maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as provided above. Any amounts collected by Countrywide Servicing under any such policies other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with Countrywide Servicing’s normal servicing procedures, shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05. It is understood and agreed that no earthquake or other additional insurance need be required by Countrywide Servicing or the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to Countrywide Servicing and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material change in coverage to Countrywide Servicing. Countrywide Servicing shall not interfere with the Mortgagor’s freedom of choice in selecting either his insurance carrier or agent, provided, however, that Countrywide Servicing shall not accept any such insurance policies from insurance companies unless such companies currently reflect a General Policy Rating of B:VI or better in Best’s Key Rating Guide and are licensed to do business in the state wherein the property subject to the policy is located.
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11. |
Maintenance of Mortgage Impairment Insurance Policy. |
In the event that Countrywide Servicing shall obtain and maintain a blanket policy issued by an issuer that has a Best rating of A+:XV insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Section 3.10 and otherwise complies with all other requirements of Section 3.10, it shall conclusively be deemed to have satisfied its obligations as set forth in Section 3.10, it being understood and agreed that such policy may contain a deductible clause, in which case Countrywide Servicing shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with Section 3.10, and there shall have been a loss which would have been covered by such policy, deposit in the Collection Account the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, Countrywide Servicing agrees to prepare and present, on behalf of the Trustee, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of the Trustee, Countrywide Servicing shall cause to be delivered to the Trustee a certified true copy of such policy and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without thirty (30) days’ prior written notice to the Trustee.
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12. |
Fidelity Bond; Errors and Omissions Insurance. |
Countrywide Servicing shall maintain, at its own expense, a blanket fidelity bond (a “Fidelity Bond”) and an errors and omissions insurance policy, with broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the Mortgage Loan in handling funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond and errors and omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure Countrywide Servicing against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such Fidelity Bond shall also protect and insure Countrywide Servicing against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 3.12 requiring the Fidelity Bond and errors and omissions insurance shall diminish or relieve Countrywide Servicing from its duties and obligations as set forth in this Exhibit B. The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Selling Guide or by Xxxxxxx Mac in the Xxxxxxx Xxx Xxxxxxx’ and Servicers’ Guide. Upon request of the Trustee, Countrywide Servicing shall cause to be delivered to the Trustee a certified true copy of the Fidelity Bond and insurance policy and shall use its best efforts to obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy shall in no event be terminated or materially modified without thirty (30) days’ prior written notice to the Trustee. Countrywide Servicing shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or has been, materially modified or terminated.
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13. |
Title, Management and Disposition of REO Property. |
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Trustee, or in the event Countrywide Servicing is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the “doing business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by Countrywide Servicing from an attorney duly licensed to practice law in the state where to REO Property is located. Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
Countrywide Servicing shall either itself or through an agent selected by Countrywide Servicing, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Countrywide Servicing shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter or more frequently as required by the circumstances. Countrywide Servicing shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Servicing File and copies thereof shall be forwarded by Countrywide Servicing to
the Trustee within five (5) Business Days of the Trustee’s request therefor. Countrywide Servicing shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as Countrywide Servicing deems to be in the best interest of the Certificateholders. With respect to each REO Property, Countrywide Servicing shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain an REO Account for the REO Properties in the form of a non-interest bearing demand account which shall be an Eligible Account, unless an Opinion of Counsel is obtained by Countrywide Servicing to the effect that the classification as a grantor trust for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Properties is held will not be adversely affected by holding such funds in another manner. Countrywide Servicing shall deposit or cause to be deposited, on a daily basis in the REO Account all revenues received with respect to the REO Properties and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Properties, including (i) the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and (ii) either (A) the fees of any managing agent acting on behalf of Countrywide Servicing or (B) in the event that Countrywide Servicing is managing the REO Property, the related Servicing Fee. Countrywide Servicing shall not be entitled to retain interest paid or other earnings, if any, on funds deposited in the REO Account. On or before each Determination Date, Countrywide Servicing shall withdraw from the REO Account and deposit into the Collection Account the net income from the REO Properties on deposit in the REO Account.
Countrywide Servicing shall furnish to the Trustee (in accordance with Section 3.18), an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operation statement shall be accompanied by such other information as the Trustee shall reasonably request.
Countrywide Servicing shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one (1) year after title to such REO Property has been obtained, unless Countrywide Servicing determines, and gives an appropriate notice to the Trustee, that a longer period is necessary for the orderly liquidation of such REO Property; provided, however, Countrywide Servicing shall sell any REO Property as soon as practicable and in any event no later than the end of the third full taxable year after the taxable year in which REMIC 1 acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the three-year grace period would otherwise expire, an extension of such three-year period, unless Countrywide Servicing shall have delivered to the Trustee an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect that the holding by the REMIC of such REO Property subsequent to three years after its acquisition will not result in the imposition on the REMIC of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any of the REMICs created hereunder to fail to qualify as a REMIC under federal law at any time that any Certificates are outstanding. If a period longer than one (1) year is permitted under this Agreement and is necessary to sell any REO Property, Countrywide Servicing shall report monthly to the Trustee as to the progress being made in selling such REO Property.
Each REO Disposition shall be carried out by Countrywide Servicing at such price and upon such terms and conditions as Countrywide Servicing deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by Countrywide Servicing there were outstanding unreimbursed Servicing Advances, Monthly Advances or Servicing Fees with respect to the REO Property or the related Mortgage Loan, Countrywide Servicing, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Monthly Advances and Servicing Fees from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to Countrywide Servicing as provided above, shall be deposited in the REO Account and shall be transferred to the Collection Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Remittance Date in accordance with Section 3.17.
With respect to each REO Property, Countrywide Servicing shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall maintain separate records and reports with respect to the funds received and distributed on an REO Property by REO Property basis.
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14. |
Reserved. |
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15. |
MERS Registration. |
Countrywide Servicing is authorized and empowered by the Trustee, in its own name, when Countrywide Servicing believes it appropriate in its best judgment to register any Mortgage Loan on the MERS System, or cause the removal from the registration of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trustee any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns.
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16. |
Remittances. |
On each Remittance Date, Countrywide Servicing shall remit to the Trustee (i) all amounts credited to the Collection Account as of the close of business on the preceding Determination Date, net of charges against or withdrawals from the Collection Account pursuant to Section 3.05, plus (ii) all Monthly Advances, if any, which Countrywide Servicing is obligated to remit pursuant to Section 3.19, minus (iii) any amounts attributable to Principal Prepayments received after the Prepayment Period, and (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding Determination Date. It is understood that, by operation of Section 3.04, the remittance on the initial Remittance Date is to include principal collected after the Cut-off Date through the preceding Determination Date plus interest, adjusted to the Net Mortgage Rate collected through such Determination Date exclusive of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in (ii), (iii) and (iv) above.
With respect to any remittance received by the Trustee after the second Business Day on which such payment was due, Countrywide Servicing shall pay to the Trustee interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced from time to time at its principal office by JPMorgan Chase, New York, New York, as its prime lending rate, adjusted as of the date of each change, plus one percentage point, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid by Countrywide Servicing to the Trustee on the date such late payment is made and shall cover the period commencing with the day following such second Business Day and ending with the Business Day on which such payment is made, both inclusive. Such interest shall be remitted along with such late payment. The payment by Countrywide Servicing of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by Countrywide Servicing.
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17. |
Statements to the Trustee. |
By the third Business Day following each Determination Date, Countrywide Servicing shall deliver or cause to be delivered to the Trustee by telecopy or electronic mail (or by such other means as Countrywide Servicing and the Trustee may agree from time to time) a Remittance Report with respect to the related Distribution Date, which Remittance Reports the Trustee shall use in preparing the statement pursuant to Section 4.03 of the Pooling and Servicing Agreement. No later than the third Business Day following each Determination Date, Countrywide Servicing shall deliver or cause to be delivered to the Trustee in addition to the information provided on the Remittance Report, such other information reasonably available to it with respect to the Mortgage Loans as the Trustee may reasonably require to perform the calculations necessary to make the distributions contemplated by Section 4.01 of the Pooling and Servicing Agreement and to prepare the statements to Certificateholders contemplated by Section 4.03 of the Pooling and Servicing Agreement.
In addition, not more than sixty (60) days after the end of each calendar year, Countrywide Servicing will furnish to the Trustee at any time during such calendar year, (i) as to the aggregate of remittances for the applicable portion of such year, an annual statement in accordance with the requirements of applicable federal income tax law, and (ii) listing of the principal balances of the Mortgage Loans outstanding at the end of such calendar year.
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18. |
Monthly Advances by Countrywide Servicing. |
Not later than the close of business on the Business Day preceding each Remittance Date, Countrywide Servicing shall deposit in the Collection Account an amount equal to all payments not previously advanced by Countrywide Servicing, whether or not deferred pursuant to Section 3.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the Net Mortgage Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination Date.
Countrywide Servicing’s obligation to make such advances as to any Mortgage Loan will continue through the earliest of: (i) the last Monthly Payment due prior to the payment in full of the Mortgage Loan, (ii) the Remittance Date prior to the Remittance Date for the
distribution of any Liquidation Proceeds, Other Insurance Proceeds or Condemnation Proceeds which, in the case of Other Insurance Proceeds and Condemnation Proceeds, satisfy in full the indebtedness of such Mortgage Loan, and (iii) the Remittance Date prior to the date on which cash is received in connection with the liquidation of REO Property. In no event shall Countrywide Servicing be obligated to make an advance under this Section 3.19 if at the time of such advance it deems such advance to be nonrecoverable. If Countrywide Servicing determines that an advance is nonrecoverable, Countrywide Servicing shall deliver to the Trustee an Officer’s Certificate of Countrywide Servicing to the effect that an officer of Countrywide Servicing has reviewed the related Mortgage File and has made the reasonable determination that any previous and any additional advances are nonrecoverable.
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19. |
Real Estate Owned Reports. |
Together with the statement furnished pursuant to Section 3.18, with respect to any REO Property, Countrywide Servicing shall furnish to the Trustee on request a statement covering Countrywide Servicing’s efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous month, together with an operating statement free of cost. Such statement shall be accompanied by such additional information as the Trustee shall reasonably request. The cost of producing such additional information shall be borne by the Trust Fund as a Servicing Advance.
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20. |
Liquidation Reports. |
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Trustee pursuant to a deed-in-lieu of foreclosure, Countrywide Servicing shall submit to the Trustee a liquidation report with respect to such Mortgaged Property which report may be included with any other reports prepared by Countrywide Servicing and delivered to Trustee pursuant to the terms and conditions of this Exhibit B.
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21. |
Assumption Agreements. |
Countrywide Servicing will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any “due-on-sale” clause to the extent permitted by law; provided, however, that Countrywide Servicing shall not exercise any such rights if prohibited by law or the terms of the Mortgage Note from doing so. If Countrywide Servicing reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, Countrywide Servicing will enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 3.22, Countrywide Servicing is authorized to enter into a substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from liability and such Person is substituted
as Mortgagor and becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, Countrywide Servicing shall follow the underwriting practices and procedures employed by Countrywide Servicing for similar mortgage loans originated in accordance with its underwriting guidelines and serviced by Countrywide Servicing for its own account. With respect to an assumption or substitution of liability, the Mortgage Rate borne by the related Mortgage Note, the term of the Mortgage Loan and the outstanding Stated Principal Balance of the Mortgage Loan shall not be changed. Countrywide Servicing shall notify the Trustee that any such substitution of liability or assumption agreement has been completed by forwarding to the Trustee or its designee the original of any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Any fee collected by Countrywide Servicing for entering into an assumption or substitution of liability agreement in excess of 1% of the unpaid Stated Principal Balance of the Mortgage Loan shall be deposited in the Collection Account pursuant to Section 3.04.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, Countrywide Servicing shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which Countrywide Servicing may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.22, the term “assumption” is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.
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22. |
Satisfaction of Mortgages and Release of Mortgage Files. |
Upon the payment in full of any Mortgage Loan, or the receipt by Countrywide Servicing of a notification that payment in full will be escrowed in a manner customary for such purposes, Countrywide Servicing will immediately notify the Trustee by a certification (in the form of Exhibit E), which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.04 have been or will be so deposited, of a Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Trustee. Upon receipt of such certification and request, the Trustee shall within five (5) Business Days release the related Mortgage File to Countrywide Servicing and Countrywide Servicing shall prepare and process any satisfaction or release. With respect to any MERS Mortgage Loan, Countrywide Servicing is authorized to cause the removal from the registration on the MERS System of such Mortgage and to execute and deliver, on behalf of the Trustee, any and all instruments of satisfaction or cancellation or of partial or full release. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.
In the event Countrywide Servicing satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the Trustee may have under the mortgage instruments,
Countrywide Servicing, upon written demand, shall remit to the Trustee the then unpaid Stated Principal Balance of the related Mortgage Loan by deposit thereof in the Collection Account. Countrywide Servicing shall maintain the Fidelity Bond insuring Countrywide Servicing against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.
From time to time and as appropriate for the service or foreclosure of the Mortgage Loan, the Trustee shall, upon request of Countrywide Servicing and delivery to the Trustee of a servicing receipt signed by a Servicing Officer (in the form of Exhibit E), release or cause to be released the portion of the Mortgage File held by the Trustee or its designee to Countrywide Servicing. Such servicing receipt shall obligate Countrywide Servicing to return the related Mortgage documents to the Trustee when the need therefor by Countrywide Servicing no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and Countrywide Servicing has delivered to the Trustee a certificate of a Servicing Officer (in the form of Exhibit E) certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Trustee to Countrywide Servicing.
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23. |
Servicing Compensation. |
As compensation for its services hereunder, Countrywide Servicing shall be entitled to withdraw from the Collection Account or to retain from interest payments on the Mortgage Loans the amounts provided for as Countrywide Servicing’s Servicing Fees. Additional servicing compensation in the form of assumption fees, as provided in Section 3.22, and late payment charges or otherwise shall be retained by Countrywide Servicing to the extent not required to be deposited in the Collection Account. Countrywide Servicing shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for.
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24. |
Statement as to Compliance. |
1. Countrywide Servicing will deliver to the Trustee and the Depositor not later than March 15th of each calendar year, commencing in 2006, an Officers’ Certificate stating, as to each signatory thereof, that (i) a review of the activities of Countrywide Servicing during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, Countrywide Servicing has fulfilled all of its obligations under this Agreement throughout such calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. In addition to the foregoing, Countrywide Servicing
will, to the extent reasonable, give any other servicing information required by the Securities and Exchange Commission pursuant to applicable law.
2. Countrywide Servicing shall sign a certification (in the form attached hereto as Exhibit N-3 to the Pooling and Servicing Agreement) for the benefit of the Depositor and its officers, directors and Affiliates (the “Servicer Certification”). The Servicer Certification shall be delivered to the Depositor no later than March 15th or if such day is not a Business Day, the preceding Business Day, each year (subject to Section 3.22(b)(v) of the Pooling and Servicing Agreement).
3. Countrywide Servicing shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and agents (any such person, an “Indemnified Party”) from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by Countrywide Servicing or any of its officers, directors, agents or affiliates of its obligations under this Section 3.24 or Section 3.25, or the bad faith or willful misconduct of Countrywide Servicing in connection therewith; provided, however, that Countrywide Servicing shall not be obligated to indemnify or hold harmless any Indemnified Party from or against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon the negligence, bad faith or willful misconduct of such Indemnified Party. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then Countrywide Servicing agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and Countrywide Servicing in the other in connection with a breach of Countrywide Servicing’s obligations under this Section 3.24 or Section 3.25 or Countrywide Servicing’s negligence, bad faith or willful misconduct in connection therewith.
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25. |
Independent Public Accountants’ Servicing Report. |
Not later than March 15th of each calendar year, commencing in 2006, Countrywide Servicing, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to Countrywide Servicing a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of Countrywide Servicing which includes an assertion that Countrywide Servicing has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the expense of the requesting party, provided that such statement is delivered by the Servicer to the Trustee.
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26. |
Superior Liens. |
Countrywide Servicing shall, for the protection of the Trustee’s interest, file (or cause to be filed) of record a request for notice of any action by a superior lienholder where permitted by local law and whenever applicable state law does not require that a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder’s equity of redemption. Countrywide Servicing shall also notify any superior lienholder in writing of the existence of the Mortgage Loan and request notification of any action (as described below) to be taken against the Mortgagor or the Mortgaged Property by the superior lienholder.
If Countrywide Servicing is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the superior lien, or has declared or intends to declare a default under the superior mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the Mortgaged Property sold or foreclosed, Countrywide Servicing shall take whatever actions are necessary to protect the interests of the Trustee, and/or to preserve the security of the related Mortgage Loan, subject to any requirements applicable to the REMIC Provisions. Countrywide Servicing shall make a Servicing Advance of the funds necessary to cure the default or reinstate the superior lien if Countrywide Servicing determines that such Servicing Advance is in the best interests of the Certificateholders. Countrywide Servicing shall not make such a Servicing Advance except to the extent that it determines that such advance would not be a Nonrecoverable Advance from Liquidation Proceeds on the related Mortgage Loan. Countrywide Servicing shall thereafter take such action as is necessary to recover the amount so advanced.
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27. |
Trustee’s Right to Examine Countrywide Servicing Records. |
The Trustee shall have the right to examine and audit upon reasonable notice to Countrywide Servicing, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other information of Countrywide Servicing, or held by another for Countrywide Servicing or on its behalf or otherwise, which relates to the performance or observance by Countrywide Servicing of the terms, covenants or conditions of this Agreement.
Countrywide Servicing shall provide to the Trustee and any supervisory agents or examiners representing a state or federal governmental agency having jurisdiction over any Certificateholder, including but not limited to the Office of Thrift Supervision, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the possession of Countrywide Servicing which may be required by any applicable regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices of Countrywide Servicing, and in accordance with the federal government, FDIC, Office of Thrift Supervision, or any other similar regulations.
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28. |
Solicitations |
From and after the Closing Date, Countrywide Servicing hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors or independent mortgage brokerage companies on Countrywide Servicing’s behalf, to personally, by telephone or mail, solicit the Mortgagor under any Countrywide Mortgage Loan for the purpose of refinancing such Countrywide Mortgage Loan; provided, that Countrywide Servicing may solicit any Mortgagor for whom it or its affiliates have received a request for verification of mortgage, a request for demand for payoff, a Mortgagor-initiated written or verbal communication indicating a desire to prepay the related Countrywide Mortgage Loan, or the Mortgagor initiates a title search, provided further, it is understood and agreed that promotions undertaken by Countrywide Servicing or any of its affiliates which (i) concern optional insurance products or other additional products or (ii) are directed to the general public at large, including, without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements shall not constitute solicitation nor is Countrywide Servicing prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the following solicitations, if undertaken by the Countrywide Servicing or any affiliate of Countrywide Servicing, shall not be prohibited: (i) solicitations that are directed to the general public at large, including, without limitation, mass mailings based on commercially acquired mailing lists and newspaper, radio, television and other mass media advertisements and (ii) borrower messages included on, and statement inserts provided with, the monthly statements sent to mortgagors; provided, however, that similar messages and inserts are sent to the borrowers of other mortgage loans serviced by Countrywide Servicing or any affiliate of the Countrywide Servicing.
(iv)
COUNTRYWIDE SERVICING
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1. |
Liability of Countrywide Servicing. |
Countrywide Servicing shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by Countrywide Servicing herein.
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2. |
Merger or Consolidation of, or Assumption of the Obligations of, Countrywide Servicing. |
Any entity into which Countrywide Servicing may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which Countrywide Servicing shall be a party, or any corporation succeeding to the business of Countrywide Servicing, shall be the successor of Countrywide Servicing hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that a successor Servicer shall satisfy all the requirements of Section 7.02 of the Pooling and Servicing Agreement with respect to the qualifications of a successor Servicer.
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3. |
Limitation on Liability of Countrywide Servicing. |
Neither Countrywide Servicing nor any of the officers, employees or agents of Countrywide Servicing shall be under any liability to the Trust Fund for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect Countrywide Servicing or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. Countrywide Servicing and any officer, employee or agent of Countrywide Servicing may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Notwithstanding anything to the contrary contained in this Exhibit B, unless one or more events as set forth in Section 2.01 of the Agreement shall occur, the Trustee shall not record or cause to be recorded an Assignment with the recording office. To the extent the Trustee records with the recording office as permitted herein an Assignment which designates the Trustee as the holder of record of the Mortgage, the Trustee agrees that it shall (i) provide Countrywide Servicing with immediate notice of any action with respect to the Mortgage or the related Mortgaged Property and ensure that the Investor Accounting Department at Countrywide Servicing receives such notice; and (ii) immediately complete, sign and return to Countrywide Servicing any document reasonably requested by Countrywide Servicing to comply with its servicing obligations, including without limitation, any instrument required to release the Mortgage upon payment in full of the obligation or take any other action reasonably required by Countrywide Servicing. The Trustee further agrees that Countrywide Servicing shall have no liability for the Trustee’s failure to comply with the subsections (i) or (ii) in the foregoing sentence. Countrywide Servicing shall not be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties to service the Countrywide Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expenses or liability; provided, however, that Countrywide Servicing may, with the consent of the Trustee and the Depositor, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Trust Fund will be liable, Countrywide Servicing shall be entitled to be reimbursed therefor from its Collection Account.
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4. |
Countrywide Servicing Not to Resign. |
Countrywide Servicing shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of Countrywide Servicing and the Trustee or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Countrywide Servicing. Any such determination permitting the resignation of Countrywide Servicing shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Trustee. No such resignation shall become effective until a successor shall have assumed the Countrywide Servicing’s responsibilities and obligations hereunder.
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5. |
No Transfer of Servicing. |
With respect to the retention of Countrywide Servicing to service the Countrywide Mortgage Loans hereunder, Countrywide Servicing acknowledges that the Depositor has acted in reliance upon Countrywide Servicing’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, Countrywide Servicing shall not either assign this Agreement or the servicing hereunder or delegate a substantial portion of its rights or duties hereunder, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Trustee and the Depositor, which consent will not be unreasonably withheld; provided, however, Countrywide Servicing may, with prior notice but without the Trustee’s consent, assign its rights and obligations as servicer hereunder to an entity if (i) such entity is directly or indirectly owned or controlled by Countrywide Servicing, (ii) such entity shall be qualified to service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac and shall satisfy the requirements of Section 7.02 with respect to the qualifications of a successor to Countrywide Servicing and (iii) Countrywide Servicing guaranties the performance by such entity of all obligations hereunder.
(v)
EVENTS OF DEFAULT
With respect to Countrywide Servicing, any one of the following events shall be an event of default hereunder:
any failure by Countrywide Servicing to remit to the Trustee any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide Servicing by the Trustee; or
failure on the part of Countrywide Servicing duly to observe or perform in any material respect any other of the covenants or agreements on the part of Countrywide Servicing set forth in the Pooling and Servicing Agreement which continues unremedied for a period of thirty days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under the Pooling and Servicing Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide Servicing by the Trustee; or
a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide Servicing and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or
Countrywide Servicing shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Countrywide Servicing or of or relating to all or substantially all of its property; or
Countrywide Servicing shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
failure by Countrywide Servicing to maintain its license to do business or service residential mortgage loans in any jurisdiction where the Mortgaged Properties are located which failure continues unremedied for a period of thirty (30) days; or
Countrywide Servicing ceases to meet the qualifications of a Xxxxxx Mae or Xxxxxxx Mac seller/servicer and the failure to meet such qualifications continues unremedied for a period of thirty (30) days;
Countrywide Servicing attempts, without the consent of the Trustee, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate a substantial portion of its duties hereunder; or
Countrywide Servicing fails to duly perform, within the required time period, its obligations under Sections 11.25 and 11.26 of the Servicing Addendum, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide Servicing by any party to this Agreement;
(vi)
REMIC ADMINISTRATION
1. Countrywide Servicing shall not take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless Countrywide Servicing has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax.
2. Countrywide Servicing shall not enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.
3. In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the failure of Countrywide Servicing to perform its duties and obligations set forth herein, Countrywide Servicing shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such breach; provided, however, that Countrywide Servicing shall not be liable for any such Losses attributable to the action or inaction of the Trustee, the Depositor, another Servicer or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which Countrywide Servicing has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall Countrywide Servicing have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of the failure of Countrywide Servicing to perform its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).
(vii)
TERMINATION
1. The respective obligations and responsibilities of Countrywide Servicing created hereby (other than the obligation of Countrywide Servicing to send certain notices as hereinafter set forth) shall terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Terminator of the Mortgage Loans as described below and (iv) the Distribution Date in May 2035.
2. Countrywide Servicing (in such context, the “Terminator”), may, at its option, terminate this Agreement on any date on which the aggregate of the Stated Principal Balances of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) on such date is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans on the Cut-off Date, by purchasing, on the next succeeding Distribution Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised value of the REO Properties and (ii) fair market value of the Mortgage Loans and REO Properties (as determined and as agreed upon in their good faith business judgment as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to the related Certificateholders pursuant to Section 10.01(c) of the Agreement by (x) the Terminator, (y) the Holders of a majority in Percentage Interest in the Class C Certificates and (z) if the Floating Rate Certificates will not receive all amounts owed to it as a result of the termination, the Trustee, provided that if this clause (z) applies to such determination, such determination shall be based solely upon an appraisal obtained as provided in the last sentence of this paragraph), plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture.
EXHIBIT C
FORM OF ASSIGNMENT AND RECOGNITION AGREEMENTS
EXHIBIT D
MORTGAGE LOAN SCHEDULE
[LOGO OF RBS GREENWICH CAPITAL] Soundview 2005-B Final Pool Loan Number Originator Loan # Servicer Loan # State Zip Code ------------------------------------------------------------------------------------------------------------------------- 1000195982 1000195982 359130987 MD 21229 1000198488 1000198488 359131133 CA 93304 2412042 2412042 2412042 TN 38002 31306916 31306916 31306916 NC 28697 54714810 54714810 54714810 CA 95758 0000000000 0000000000 359132492 GA 30274 63473284 63473284 63473284 GA 30228 63473452 63473452 63473452 GA 30326 7000115314 7000115314 359133145 CA 93277 0000000000 0000000000 359133244 CA 95204 77797146 77797146 77797146 MI 48228 78213647 78213647 78213647 FL 32011 78220456 78220456 78220456 NE 68105 78234482 78234482 78234482 CA 91791 78241411 78241411 78241411 KY 40219 78241443 78241443 78241443 IN 46030 78347792 78347792 78347792 IL 60123 78587682 78587682 78587682 GA 30060 78597900 78597900 78597900 AZ 85033 0000000000 0000000000 359133691 MA 01880 82352765 82352765 82352765 CO 80010 82753692 82753692 82753692 AZ 85033 83494289 83494289 83494289 UT 84104 84081078 84081078 84081078 CA 91354 84189443 84189443 84189443 NE 68137 84190060 84190060 84190060 OR 97392 84191557 84191557 84191557 GA 30265 84302596 84302596 84302596 IN 46350 84431753 84431753 84431753 ID 83703 84566716 84566716 84566716 MI 49221 84644936 84644936 84644936 ID 83642 84748369 84748369 84748369 AZ 85710 84765427 84765427 84765427 CA 92201 84765587 84765587 84765587 CA 92571 84833003 84833003 84833003 KY 40217 85023554 85023554 85023554 GA 30035 85894030 85894030 85894030 AZ 85635 86046186 86046186 86046186 FL 33063 86182976 86182976 86182976 NH 03244 86201188 86201188 86201188 NM 87120 86277683 86277683 86277683 FL 33015 100000361 100000361 100000361 MI 48093 0000000000 0000000000 359143019 CA 92335 1000098325 1000098325 359143020 CA 94590 1000123789 1000123789 359143021 CA 91321 0000000000 0000000000 359143023 TN 37128 1000131878 1000131878 359143024 MN 55444 1000135106 1000135106 359143025 MN 55038 1000139665 1000139665 359143026 CT 06108 1000141643 1000141643 359143027 TN 38141 1000142633 1000142633 359143028 TN 37216 1000160257 1000160257 359143029 FL 33756 1000161906 1000161906 359143030 TN 38018 1000162095 1000162095 359143031 TN 37914 1000162120 1000162120 359143032 TN 37721 1000168605 1000168605 359143033 NY 12601 1000168972 1000168972 359143034 NY 11432 0000000000 0000000000 359143035 NJ 07112 1000180752 1000180752 359143036 CA 96130 1000187693 1000187693 359143037 TN 37103 1000189012 1000189012 359143038 NY 11216 1000189414 1000189414 359143039 IL 60457 1000200302 1000200302 359143041 MD 21234 1000200399 1000200399 359131177 WI 54304 1000201962 1000201962 359143042 TN 37174 1000206253 1000206253 359143043 FL 33904 1000207298 1000207298 359143044 IA 50322 1000208910 1000208910 359131605 CA 90262 1000215234 1000215234 359143045 TN 37167 1000218197 1000218197 359143047 CO 80128 0000000000 0000000000 359143048 CA 92656 1000223001 1000223001 359143049 SC 29323 1000224411 1000224411 359143050 TN 37774 1000226749 1000226749 359143051 NC 28715 1000228042 1000228042 359143052 ID 83201 1000228499 1000228499 359143053 TN 38125 1000231323 1000231323 359143054 FL 34207 1000231332 1000231332 359143055 RI 02909 1000231804 1000231804 359143056 NY 11422 1000232812 1000232812 359143057 CA 91602 1000233768 1000233768 359143058 AL 35739 1000234641 1000234641 359143059 TX 75056 1000246807 1000246807 359143060 CA 91790 1000247101 1000247101 359143061 PA 19111 1000253825 1000253825 359143062 TN 37130 1000259124 1000259124 359143063 SC 29485 0000000000 0000000000 359143064 CA 92882 1000262931 1000262931 359143065 IN 46250 1000268301 1000268301 359143067 CA 95945 1000269355 1000269355 359143068 SC 29349 1000276105 1000276105 359143070 NC 27511 1000278050 1000278050 359143071 NE 68601 0000000000 0000000000 359143072 NC 28214 1000283133 1000283133 359143073 ID 83634 1000284445 1000284445 359143074 IL 60409 1000289262 1000289262 359143075 XX 00000 1000289379 1000289379 359143076 WI 54636 0000000000 0000000000 359143077 FL 32244 1000291865 1000291865 359143078 CO 80226 1000292374 1000292374 359143079 ID 83709 1000294997 1000294997 359143080 TN 37849 1000295843 1000295843 359143081 AZ 85027 1000298332 1000298332 359143082 TX 77578 1000299983 1000299983 359143084 TX 75035 1000300374 1000300374 359143085 FL 33850 1000305413 1000305413 359143086 MI 49085 1000306653 1000306653 359143087 IL 61604 1000307224 1000307224 359143088 TN 37130 1000308349 1000308349 359143090 TX 77301 1000308606 1000308606 359143091 TX 78412 1000309972 1000309972 359143092 PA 19333 1000317696 1000317696 359143095 CA 93536 1000318114 1000318114 359143096 XX 00000 1000318533 1000318533 359143097 CO 80602 1000319630 1000319630 359143098 XX 00000 1000321976 1000321976 359143099 FL 34668 1000322555 1000322555 359143101 TN 38016 0000000000 0000000000 359143102 PA 19111 1000326686 1000326686 359143103 UT 84663 1000327257 1000327257 359143104 XX 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1000425560 359143130 AZ 85635 1000425793 1000425793 359143131 KY 41071 1000429076 1000429076 359143132 CA 92101 1000430297 1000430297 359143133 FL 33054 1000431205 1000431205 359143134 CA 92337 1000432749 1000432749 359143135 XX 00000 1000435363 1000435363 359143136 MN 55364 1000435498 1000435498 359143137 IL 60453 1000435639 1000435639 359143138 CA 95828 1000436282 1000436282 359143139 CA 91768 1000441043 1000441043 359143140 XX 00000 1000441481 1000441481 359143141 TN 37416 1000444200 1000444200 359143143 FL 33183 1000444567 1000444567 359143144 OR 97107 1000446896 1000446896 359143145 NJ 08812 1000448457 1000448457 359143146 TX 77082 1000449900 1000449900 359143147 NV 89030 1000452110 1000452110 359143148 IN 47403 1000452414 1000452414 359143149 MA 01879 1000452682 1000452682 359143150 UT 84115 1000452799 1000452799 359143152 UT 84326 1000455812 1000455812 359143153 MI 49509 1000456848 1000456848 359143154 FL 32725 1000457400 1000457400 359143155 TN 37914 1000458604 1000458604 359143157 TX 77584 1000459541 1000459541 359143158 NM 87112 1000462289 1000462289 359143159 TX 76053 1000462966 1000462966 359143161 CO 80236 1000463297 1000463297 359143162 TX 78232 1000465160 1000465160 359143163 TX 77084 0000000000 0000000000 359143165 TN 38012 1000467042 1000467042 359143166 CA 92583 1000467186 1000467186 359143167 FL 33714 1000468620 1000468620 359143168 TX 76262 1000469825 1000469825 359143169 WY 83127 1000471545 1000471545 359143170 AZ 85037 1000471607 1000471607 359143171 AZ 85016 1000475747 1000475747 359143172 OR 97501 1000476256 1000476256 359143173 PA 19116 1000478860 1000478860 359143174 CA 92392 1000479066 1000479066 359143175 UT 84128 1000479280 1000479280 359143176 CA 94589 1000482613 1000482613 359143177 AZ 85019 1000484041 1000484041 359143178 AZ 85303 1000484425 1000484425 359143179 AZ 85035 0000000000 0000000000 359143180 CA 95762 1000488494 1000488494 359143181 GA 31419 1000489411 1000489411 359143182 NC 27591 1000490052 1000490052 359143183 TX 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1000514303 359143211 FL 33054 1000514349 1000514349 359143212 CA 92801 1000514456 1000514456 359143213 FL 33647 1000515259 1000515259 359143214 NY 11575 1000516276 1000516276 359143215 OR 97470 1000517827 1000517827 359143216 TX 75061 1000518737 1000518737 359143217 TX 77545 1000519362 1000519362 359143218 AZ 85210 1000520939 1000520939 359143219 GA 30125 1000522492 1000522492 359143220 MN 55040 1000526265 1000526265 359143221 TX 78520 1000527166 1000527166 359143222 MI 48235 1000527601 1000527601 359143223 NY 11706 1000531865 1000531865 359143225 VA 23435 1000532356 1000532356 359143226 FL 33610 1000534265 1000534265 359143227 FL 33012 1000534933 1000534933 359143228 CA 92131 1000535727 1000535727 359143229 NC 27522 1000537592 1000537592 359143230 TX 77062 1000538662 1000538662 359143231 FL 33142 1000540294 1000540294 359143232 TX 78664 1000540855 1000540855 359143233 TN 38401 1000541088 1000541088 359143234 CA 92704 1000541961 1000541961 359143235 TN 37405 1000543567 1000543567 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359145036 CA 95833 1001097681 1001097681 359145038 MO 63135 1001097761 1001097761 359145039 AZ 85746 1001097921 1001097921 359145040 XX 00000 1001097930 1001097930 359145041 CA 94591 1001098065 1001098065 359145042 MI 48093 1001098920 1001098920 359145043 CA 95336 1001100016 1001100016 359145044 CA 90601 1001100141 1001100141 359145045 MI 48341 1001100551 1001100551 359145046 KY 41048 1001101408 1001101408 359145047 FL 33173 1001101550 1001101550 359145048 MA 01970 1001101845 1001101845 359145049 TN 37918 1001101916 1001101916 359145050 VA 22309 1001102443 1001102443 359145051 VA 23462 1001103095 1001103095 359145052 AZ 85222 1001105235 1001105235 359145053 TN 37128 1001105262 1001105262 359145054 XX 00000 1001105627 1001105627 359145055 TX 78641 1001105903 1001105903 359145056 TX 75067 1001106476 1001106476 359145058 VA 22601 1001108214 1001108214 359145059 ID 83705 1001108456 1001108456 359145060 OR 97266 1001108973 1001108973 359145061 MD 20747 1001109017 1001109017 359145062 TN 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359145118 TN 37029 1001137843 1001137843 359145119 AL 36870 1001139887 1001139887 359145120 GA 30038 1001140278 1001140278 359145121 TX 75010 1001140688 1001140688 359145122 CA 95231 1001141268 1001141268 359145123 AR 72417 1001141865 1001141865 359145124 TX 77095 1001142098 1001142098 359145125 TN 37921 1001142622 1001142622 359145126 SD 57301 1001142766 1001142766 359145128 IN 46184 1001144997 1001144997 359145129 TX 77088 1001146325 1001146325 359145130 NC 27104 1001146502 1001146502 359145131 MS 39110 0000000000 0000000000 359145132 MA 01832 1001147510 1001147510 359145133 CA 93635 1001150738 1001150738 359145135 CT 06119 1001151844 1001151844 359145136 GA 30096 1001153094 1001153094 359145137 TN 38115 1001161352 1001161352 359145138 CA 94520 1001161575 1001161575 359145139 MI 48312 1001165839 1001165839 359145140 NJ 08069 1001171993 1001171993 359145141 VA 22406 1001178433 1001178433 359145143 NJ 07047 11080018 11080018 359139549 NY 11207 11116460 11116460 359139280 CA 95835 11120759 11120759 359139351 CA 93710 11127028 11127028 359139238 NJ 07502 11128502 11128502 359139398 CA 95367 11129666 11129666 359139328 FL 34987 11131386 11131386 359139434 CA 91766 11131409 11131409 359139384 CA 93638 11132763 11132763 359139316 NY 12943 11133306 11133306 359139304 SD 57702 11133615 11133615 359139329 CA 91791 11134774 11134774 359139294 NV 89149 11136524 11136524 359139306 CA 90222 11136925 11136925 359139239 IL 60139 11137022 11137022 359139435 CA 91342 11139036 11139036 359139260 CA 94587 11140614 11140614 359139317 MD 21093 11140691 11140691 359139399 CA 92115 11140912 11140912 359139240 FL 33196 11141220 11141220 359139449 FL 33174 11141577 11141577 359139477 TN 37709 11142029 11142029 359139267 MA 02601 11142399 11142399 359139385 CA 93702 11142708 11142708 359139241 MO 65714 11142954 11142954 359139552 CA 92020 11143314 11143314 359139261 CA 92324 11143514 11143514 359139400 MA 02301 11143536 11143536 359139478 MD 21117 11143788 11143788 359139289 NJ 07960 11143941 11143941 359139290 WA 98027 11143999 11143999 359139307 DC 20002 11144378 11144378 359139242 MA 01830 11144728 11144728 359139401 CA 93702 11145124 11145124 359139262 CA 94806 11145464 11145464 359139263 OK 74120 11145498 11145498 359139479 CA 91762 11145849 11145849 359139402 CA 93307 11146219 11146219 359139450 CA 92620 11146267 11146267 359139281 FL 33182 11146400 11146400 359139243 CO 80435 11146921 11146921 359139244 CA 94589 11147051 11147051 359139318 CO 80601 11147349 11147349 359139387 VA 22974 11147791 11147791 359139269 CA 92841 11148059 11148059 359139553 CA 93292 11148726 11148726 359139245 CA 92592 11149576 11149576 359139451 CA 90605 11150018 11150018 359139246 TN 37148 11150030 11150030 359139274 MD 21206 11150470 11150470 359139437 FL 33131 11150494 11150494 359139352 GA 30004 11150813 11150813 359139353 CA 91730 11150818 11150818 359139403 CA 90631 11150856 11150856 359139275 CO 81212 11150936 11150936 359139346 CA 90630 11151007 11151007 359139247 IL 60628 11151009 11151009 359139283 TX 77379 11151116 11151116 359139330 CA 92571 11151168 11151168 359139543 WI 53559 11151473 11151473 359139537 MA 01532 11151640 11151640 359139276 CA 95377 11151695 11151695 359139284 CA 93309 11151829 11151829 359139354 NJ 08225 11152073 11152073 359139256 TX 77478 11152198 11152198 359139370 NY 11411 11152498 11152498 359139480 MA 01772 11152622 11152622 359139320 FL 33777 11152628 11152628 359139331 IL 60804 11152830 11152830 359139270 CO 80910 11152859 11152859 359139336 MD 21229 11152861 11152861 359139371 CA 90045 11152914 11152914 359139550 CA 92553 11152975 11152975 359139355 IL 60047 11152996 11152996 359139295 FL 33912 11153013 11153013 359139285 VA 23452 11153063 11153063 359139296 FL 33128 11153106 11153106 359139249 FL 34758 11153164 11153164 359139404 MA 01760 11153259 11153259 359139421 CA 94804 11153341 11153341 359139321 WA 98168 11153526 11153526 359139322 MD 20603 11153535 11153535 359139257 CA 94606 11153864 11153864 359139497 CA 91744 11153932 11153932 359139405 CA 92404 11154107 11154107 359139422 PA 19007 11154161 11154161 359139251 CA 91355 11154187 11154187 359139277 TX 75068 11154410 11154410 359139356 NY 10461 11154459 11154459 359139291 NV 89148 11154758 11154758 359139406 CA 92551 11154805 11154805 359139264 CA 94545 11154970 11154970 359139554 CA 92335 11155014 11155014 359139271 LA 71118 11155023 11155023 359139259 NC 28012 11155235 11155235 359139253 TX 75067 11155608 11155608 359139538 CA 92507 11155663 11155663 359139548 CA 90250 11155774 11155774 359139272 NV 89139 11155824 11155824 359139372 CA 94553 11155857 11155857 359139286 NC 28027 11155922 11155922 359139287 MO 65753 11156044 11156044 359139254 CA 91107 11156109 11156109 359139323 CA 93551 11156151 11156151 359139481 NV 89101 11156250 11156250 359139297 MD 21042 11156433 11156433 359139309 TN 38018 11156842 11156842 359139357 FL 33909 11156989 11156989 359139265 GA 31324 11157126 11157126 359139332 CA 95758 11157193 11157193 359139482 CA 91605 11157210 11157210 359139556 CA 93638 11157222 11157222 359139273 CA 91344 11157225 11157225 359139337 FL 33196 11157279 11157279 359139373 NY 10987 11157379 11157379 359139374 FL 32407 11157434 11157434 359139266 CA 90044 11157440 11157440 359139453 VA 22712 11157517 11157517 359139292 MD 21222 11157652 11157652 359139423 CA 90012 11157654 11157654 359139540 FL 32547 11157730 11157730 359139278 MD 20740 11157789 11157789 359139424 CA 91724 11157843 11157843 359139310 MD 21040 11157905 11157905 359139557 FL 33036 11157908 11157908 359139483 NC 27405 11158141 11158141 359139375 CA 92805 11158235 11158235 359139388 CA 93312 11158673 11158673 359139376 CA 92410 11158736 11158736 359139454 CA 92883 11158756 11158756 359139293 NJ 08857 11158827 11158827 359139365 TX 78114 11158842 11158842 359139288 MD 21811 11158923 11158923 359139366 WA 98055 11159043 11159043 359139338 CA 93535 11159346 11159346 359139255 DC 20012 11159422 11159422 359139377 CO 80915 11159430 11159430 359139298 PA 15060 11159436 11159436 359139279 VA 22193 11159547 11159547 359139347 PA 15003 11159680 11159680 359139339 CO 80906 11159707 11159707 359139456 VA 20164 11159708 11159708 359139299 FL 33428 11159765 11159765 359139311 MA 01844 11159784 11159784 359139407 ID 83672 11159946 11159946 359139498 CA 95205 11159985 11159985 359139408 CA 94509 11160040 11160040 359139333 CA 92128 11160212 11160212 359139348 IL 60430 11160225 11160225 359139409 CA 91423 11160556 11160556 359139457 CA 92675 11160591 11160591 359139358 FL 34953 11160611 11160611 359139539 CA 92071 11160725 11160725 359139340 CA 93535 11160873 11160873 359139484 IL 60465 11161105 11161105 359139359 CA 92691 11161152 11161152 359139301 VA 22193 11161467 11161467 359139302 WA 98501 11161565 11161565 359139341 CA 90023 11161630 11161630 359139324 FL 32221 11161698 11161698 359139438 CA 95624 11161713 11161713 359139459 CT 06614 11161822 11161822 359139360 FL 33311 11162060 11162060 359139410 IL 60452 11162104 11162104 359139411 NE 68022 11162169 11162169 359139425 AZ 85021 11162287 11162287 359139342 VA 23320 11162362 11162362 359139361 IL 60563 11162397 11162397 359139367 TX 75181 11162409 11162409 359139499 FL 32966 11162797 11162797 359139412 CA 92324 11162834 11162834 359139343 CA 94534 11162986 11162986 359139426 GA 30083 11163066 11163066 359139500 CT 06615 11163487 11163487 359139427 CA 95376 11163703 11163703 359139501 CA 90020 11163790 11163790 359139303 MD 21040 11163859 11163859 359139390 CA 91306 11163949 11163949 359139502 MA 02338 11164113 11164113 359139503 CA 94801 11164192 11164192 359139558 CA 92336 11164223 11164223 359139325 FL 34953 11164279 11164279 359139334 FL 33144 11164362 11164362 359139504 CA 94014 11164461 11164461 359139344 AZ 85205 11164484 11164484 359139313 CA 93003 11164725 11164725 359139439 TN 37042 11164795 11164795 359139326 LA 70548 11164885 11164885 359139428 CA 93726 11165138 11165138 359139460 CA 94080 11165195 11165195 359139349 OK 74014 11165366 11165366 359139314 IL 60005 11165560 11165560 359139462 VA 20110 11166324 11166324 359139485 CA 94513 11166370 11166370 359139541 NV 89142 11166506 11166506 359139463 LA 70403 11166623 11166623 359139350 CA 90660 11166740 11166740 359139345 CA 91605 11166762 11166762 359139378 IN 46323 11166812 11166812 359139505 NV 89433 11166971 11166971 359139379 CA 91306 11167317 11167317 359139429 OK 73071 11167333 11167333 359139380 CT 06033 11167600 11167600 359139415 CA 94531 11167646 11167646 359139391 MO 65721 11167755 11167755 359139486 IL 60194 11167852 11167852 359139315 TX 75211 11168047 11168047 359139368 TX 77082 11168238 11168238 359139327 WI 53140 11168279 11168279 359139506 RI 02919 11168440 11168440 359139440 MA 02673 11168582 11168582 359139441 FL 33770 11168643 11168643 359139487 MI 48326 11168743 11168743 359139442 CT 06416 11169411 11169411 359139507 OH 45342 11169447 11169447 359139443 WA 98036 11169559 11169559 359139430 WA 98092 11169586 11169586 359139464 CA 92325 11169858 11169858 359139416 CA 94014 11169989 11169989 359139362 TX 75791 11170055 11170055 359139393 CA 94590 11170063 11170063 359139444 FL 33012 11170081 11170081 359139431 CA 94544 11170166 11170166 359139417 CA 93022 11170434 11170434 359139559 CA 95969 11170515 11170515 359139395 AZ 85310 11170918 11170918 359139488 CA 92337 11171078 11171078 359139466 CA 93550 11171116 11171116 359139467 CA 92325 11171169 11171169 359139468 CA 90502 11171216 11171216 359139489 UT 84057 11171258 11171258 359139545 NJ 08234 11171298 11171298 359139445 CA 92071 11171414 11171414 359139396 TX 77493 11171449 11171449 359139469 TX 77039 11171473 11171473 359139508 CA 93292 11171484 11171484 359139509 MD 20616 11171758 11171758 359139510 MD 20744 11172215 11172215 359139511 MO 63021 11172295 11172295 359139512 CA 93534 11172518 11172518 359139397 CA 92057 11172541 11172541 359139363 FL 34741 11172585 11172585 359139513 NY 11226 11172998 11172998 359139546 MD 21769 11173018 11173018 359139364 NY 10301 11173134 11173134 359139383 VA 22192 11173278 11173278 359139514 CA 91335 11173344 11173344 359139515 CA 92069 11174508 11174508 359139419 IL 60478 11174617 11174617 359139517 CA 95630 11174714 11174714 359139470 VA 22193 11174783 11174783 359139547 NC 28803 11174848 11174848 359139490 NV 89117 11174888 11174888 359139491 GA 30253 11174994 11174994 359139432 CA 91745 11175157 11175157 359139446 CA 90606 11175389 11175389 359139519 CA 90019 11175454 11175454 359139492 CA 93036 11175791 11175791 359139471 TX 78245 11175797 11175797 359139542 NJ 07093 11175804 11175804 359139561 CA 93022 11175833 11175833 359139520 FL 32579 11176362 11176362 359139560 NM 87120 11176365 11176365 359139472 CA 94531 11176430 11176430 359139447 TX 76119 11176689 11176689 359139522 TX 77494 11176840 11176840 359139523 CA 92126 11177142 11177142 359139433 VA 22191 11177350 11177350 359139524 WA 98116 11177388 11177388 359139473 WA 99352 11177495 11177495 359139525 FL 33304 11177538 11177538 359139493 TX 77073 11177658 11177658 359139494 CA 92782 11177905 11177905 359139474 TX 76131 11178005 11178005 359139448 FL 33169 11178397 11178397 359139526 TX 78418 11178663 11178663 359139527 VA 22041 11179149 11179149 359139528 FL 32827 11179494 11179494 359139495 CA 91331 11179859 11179859 359139530 VA 22193 11179912 11179912 359139531 TX 77429 11180057 11180057 359139475 OK 73003 11180116 11180116 359139532 CA 94564 11180306 11180306 359139533 TX 75501 11180476 11180476 359139476 MD 20874 11180499 11180499 359139562 WA 98272 11183415 11183415 359139534 CA 95747 11183792 11183792 359139535 IL 60050 1235704 1235704 359123309 FL 33068 1673086 1673086 359123369 VA 23704 190856 190856 190856 NY 10954 191224 191224 191224 NH 03872 191236 191236 191236 MA 01938 191262 191262 191262 MA 02149 191308 191308 191308 MA 01452 191333 191333 191333 MA 01752 191362 191362 191362 MA 02072 191453 191453 191453 MA 01085 191598 191598 191598 MA 01702 1976943 1976943 359123485 TX 77049 20271168 20271168 20271168 MO 63033 20271452 20271452 20271452 MO 63379 20283256 20283256 20283256 GA 30741 20283378 20283378 20283378 GA 30755 20283392 20283392 20283392 GA 30705 20283420 20283420 20283420 GA 30281 20283460 20283460 20283460 GA 30058 20283530 20283530 20283530 GA 30132 20283542 20283542 20283542 GA 30213 20283597 20283597 20283597 GA 30281 20283651 20283651 20283651 GA 31047 20295983 20295983 20295983 TN 37841 20304888 20304888 20304888 GA 30132 20305067 20305067 20305067 CA 94547 20305355 20305355 20305355 IL 60107 20305496 20305496 20305496 CA 95833 20309609 20309609 20309609 NV 89129 20309740 20309740 20309740 HI 96789 20309764 20309764 20309764 CT 06357 20309823 20309823 20309823 GA 31829 20314641 20314641 20314641 LA 70427 20314702 20314702 20314702 VA 23015 20335172 20335172 20335172 IL 60516 20352472 20352472 20352472 CA 92126 20352676 20352676 20352676 NJ 08804 20352939 20352939 20352939 NY 12594 20352986 20352986 20352986 MI 48071 21122604 21122604 21122604 LA 70769 2113959 2113959 359123554 CA 92596 2148658 2148658 359123574 TX 78734 2149987 2149987 359123575 TX 77095 2164119 2164119 359123589 MA 02124 23366072 23366072 23366072 ME 04102 23366090 23366090 23366090 RI 02812 2342764 2342764 359123779 IL 60471 2354892 2354892 359123801 MA 01841 2367316 2367316 359123827 CA 92614 2417263 2417263 2417263 AZ 85374 24553595 24553595 24553595 NY 10605 24553651 24553651 24553651 NY 10303 24553731 24553731 24553731 NY 10452 24553779 24553779 24553779 NY 10312 24553811 24553811 24553811 CT 06776 24553843 24553843 24553843 NY 11706 24553859 24553859 24553859 NY 11789 24553883 24553883 24553883 NY 11749 24553891 24553891 24553891 CT 06604 24553915 24553915 24553915 NY 11423 24553931 24553931 24553931 FL 32164 24553939 24553939 24553939 NJ 07002 24553955 24553955 24553955 CT 06606 24553971 24553971 24553971 CT 06706 24554011 24554011 24554011 NY 11801 24554019 24554019 24554019 FL 34761 24554035 24554035 24554035 CT 06811 24554075 24554075 24554075 NY 11722 24554115 24554115 24554115 NY 11550 24554139 24554139 24554139 CT 06615 24554163 24554163 24554163 CT 06606 24554187 24554187 24554187 NJ 08857 24554211 24554211 24554211 FL 33569 2471969 2471969 359124098 MN 55444 2478980 2478980 359124117 TX 77486 2590800 2590800 359124519 FL 33569 2597300 2597300 359124534 NJ 07605 2691004 2691004 359124819 FL 33155 2704211 2704211 359124865 AZ 85212 2709814 2709814 359124878 WA 98042 2718468 2718468 359124907 TX 77083 2722932 2722932 359124924 IL 60707 2756815 2756815 359125043 AZ 85222 2763381 2763381 359125063 CA 92154 2782951 2782951 359125127 FL 33186 2808178 2808178 359125215 WA 98042 2821353 2821353 359125258 NV 89014 2831063 2831063 359125300 CA 92301 2856516 2856516 359125396 NY 11236 2895167 2895167 359125494 TX 75070 2923860 2923860 359125608 FL 33161 2936813 2936813 359125652 NY 12571 2938843 2938843 359125660 OR 97006 2951226 2951226 359125698 MO 63033 2954758 2954758 359125702 NY 10309 2955235 2955235 359125704 TX 77546 2964245 2964245 359125738 CO 80134 2972750 2972750 359125749 FL 33056 2996064 2996064 359125816 OK 74133 3038817 3038817 359125840 MA 01040 3070059 3070059 359125854 FL 32907 3075223 3075223 359125862 FL 33321 3084902 3084902 359125869 TX 77433 3090073 3090073 359125882 FL 33594 3114311 3114311 359125941 RI 02904 3119682 3119682 359125967 NY 11429 3121423 3121423 359125975 FL 33351 3128352 3128352 359125999 CT 06451 3128436 3128436 359126000 FL 33065 3141884 3141884 359126060 FL 33174 3145620 3145620 359126078 MI 48035 3156718 3156718 359126127 FL 32720 3161387 3161387 359126151 FL 33167 3162716 3162716 359126161 MD 21219 3172756 3172756 359126195 CT 06790 3173093 3173093 359126197 CA 92345 3174208 3174208 359126200 CA 92703 3177433 3177433 359126209 SC 29420 3177870 3177870 359126212 TX 78724 3178753 3178753 359126218 FL 33194 3182862 3182862 359126238 LA 70084 3184173 3184173 359126248 OR 97303 3184272 3184272 359126250 OR 97338 3187283 3187283 359126259 FL 34683 3188216 3188216 359126263 NV 89032 3189024 3189024 359126270 FL 32653 3190691 3190691 359126281 FL 34771 3192119 3192119 359126286 KY 42001 3193976 3193976 359126289 CA 92553 3195922 3195922 359126296 MD 21001 3195930 3195930 359126297 NY 12566 3196664 3196664 359126298 GA 30331 3197043 3197043 359126300 OR 97701 3198504 3198504 359126307 FL 33032 3199247 3199247 359126311 CT 06385 3200284 3200284 359126315 FL 32003 3201563 3201563 359126319 WA 98663 3203841 3203841 359126328 FL 33584 3205911 3205911 359126333 FL 33178 3206554 3206554 359126336 FL 33147 3214954 3214954 359126353 CA 92410 3219961 3219961 359126366 TX 77386 3221447 3221447 359126371 WA 98032 3223245 3223245 359126374 WA 98404 3223492 3223492 359126375 FL 33029 3223618 3223618 3223618 MI 48444 3224656 3224656 359126376 CA 92807 3228194 3228194 359126389 TX 78249 3231172 3231172 359126396 CA 93306 3231248 3231248 359126397 MO 63118 3231347 3231347 359126398 FL 32210 3231750 3231750 359126399 TN 38128 3234960 3234960 359126404 CA 92562 3238151 3238151 359126409 OK 74012 3238243 3238243 359126411 CO 80112 3238292 3238292 359126412 SC 29579 32386108 32386108 32386108 PA 17543 32386132 32386132 32386132 NJ 08526 32386148 32386148 32386148 PA 17113 32386156 32386156 32386156 PA 17315 32386212 32386212 32386212 NJ 08360 32386260 32386260 32386260 DE 19720 32386268 32386268 32386268 NJ 07721 32386276 32386276 32386276 PA 19464 32386284 32386284 32386284 PA 17110 32386300 32386300 32386300 NJ 08205 32386308 32386308 32386308 DE 19702 32386324 32386324 32386324 DE 19973 32386348 32386348 32386348 NJ 08234 3239621 3239621 359126414 FL 34758 3239639 3239639 359126415 FL 34652 3242252 3242252 359126424 CA 93536 3246022 3246022 359126432 TX 78641 3246089 3246089 359126433 FL 33445 3251048 3251048 359126444 FL 34956 3251220 3251220 359126445 SC 29414 3252525 3252525 359126446 MA 02118 3255643 3255643 359126451 NJ 07205 3257730 3257730 359126457 OK 74021 3257805 3257805 359126458 CA 92653 3257813 3257813 359126459 PA 15208 3258357 3258357 359126460 CO 81007 3261591 3261591 359126465 NY 11554 3261955 3261955 359126467 TX 75206 3264389 3264389 359126474 CA 91203 3264447 3264447 359126475 CO 80233 3264488 3264488 359126477 CA 90011 3265402 3265402 359126480 WA 98387 3266962 3266962 359126483 NY 12550 3267291 3267291 359126484 CA 92804 3269305 3269305 359126493 CA 92804 3271111 3271111 359126495 NJ 07843 3273414 3273414 359126497 FL 33168 3273455 3273455 359126498 FL 33055 3273620 3273620 359126500 CA 91730 3273810 3273810 359126501 FL 34287 3273851 3273851 359126502 TX 77433 3274727 3274727 359126505 OK 74017 3276938 3276938 359126511 GA 30318 3283892 3283892 359126519 FL 33147 3285699 3285699 359126524 CA 91331 3286929 3286929 359126527 CA 91352 3287547 3287547 359126529 WA 98118 3287927 3287927 359126531 MI 48348 3290186 3290186 359126539 OK 74403 3290228 3290228 359126540 PA 15236 3290772 3290772 359126541 CA 95991 3295250 3295250 359126546 FL 33012 3295433 3295433 359126547 OH 45403 3296886 3296886 359126548 MI 48750 3297843 3297843 359126550 MD 21214 3298122 3298122 359126552 CA 92410 3299484 3299484 359126554 CA 92392 3300696 3300696 359126555 NV 89052 3306479 3306479 359126560 FL 34465 3307246 3307246 359126561 FL 32446 3308095 3308095 359126567 FL 33170 3308442 3308442 359126568 AZ 85033 3309127 3309127 359126569 NJ 07305 3309739 3309739 359126571 FL 32065 3312154 3312154 359126578 NY 11207 3323508 3323508 359126601 NY 10310 3323771 3323771 359126604 OH 44108 3324522 3324522 359126605 CO 80401 3324993 3324993 359126606 MO 64055 3332897 3332897 359126612 FL 32068 3332905 3332905 359126613 VA 22303 3334547 3334547 359126618 CA 92571 3335353 3335353 359126621 MI 48224 3336435 3336435 359126624 WA 98512 3336641 3336641 359126626 OR 97756 3346772 3346772 359126640 CT 06705 3347002 3347002 359126641 FL 32766 3347242 3347242 359126644 FL 33025 3347739 3347739 359126646 FL 33470 3348646 3348646 359126653 FL 33614 3349081 3349081 359126656 FL 33033 3350014 3350014 359126658 CA 91344 3350063 3350063 359126659 FL 33322 3350147 3350147 359126660 ID 83869 3351541 3351541 359126662 IN 46563 3352127 3352127 359126663 CA 92506 3352259 3352259 359126664 CA 92543 3359973 3359973 359126668 AZ 85033 3363801 3363801 359126674 FL 32825 3364171 3364171 359126675 TX 76001 3365103 3365103 359126679 CA 92354 3365442 3365442 359126683 TX 77082 3365897 3365897 359126685 AZ 85239 3368388 3368388 359126694 AZ 86046 3369105 3369105 359126696 AZ 85257 3369691 3369691 359126697 IN 46410 3378775 3378775 359126712 WA 98290 3379138 3379138 359126715 CT 06320 3380243 3380243 359126723 MI 48075 3380607 3380607 359126724 KS 66062 3383502 3383502 359126727 WY 82601 3385770 3385770 359126731 NJ 07062 3386604 3386604 359126734 FL 32725 3386935 3386935 359126736 FL 32780 3386976 3386976 359126737 FL 33442 3387966 3387966 359126741 TX 76180 3388345 3388345 359126743 TX 75154 3388899 3388899 359126744 FL 33015 3393295 3393295 359126757 AZ 85035 3394350 3394350 359126761 IL 60409 3394749 3394749 359126763 FL 32750 3394798 3394798 359126764 FL 34243 3400132 3400132 359126767 FL 33023 3400371 3400371 359126768 FL 33351 3400413 3400413 359126769 FL 33060 3400868 3400868 359126771 FL 33027 3400900 3400900 359126773 TX 78660 3401619 3401619 359126774 WA 98003 3402765 3402765 359126776 WA 98031 3403383 3403383 359126779 CA 93657 3403896 3403896 359126780 CT 06108 3407301 3407301 359126784 CA 90807 3407921 3407921 359126787 VA 23504 3414232 3414232 359126794 FL 33025 3414307 3414307 359126795 TX 78634 3415809 3415809 359126798 FL 33624 3415916 3415916 359126799 OK 74019 3417995 3417995 359126801 FL 33020 3418712 3418712 359126802 OH 44119 3421401 3421401 359126812 FL 34609 3421575 3421575 359126813 CO 80221 3422052 3422052 359126816 CA 92865 3422987 3422987 359126819 CA 90660 3423233 3423233 359126821 CA 92308 3425162 3425162 359126823 MN 55432 3425246 3425246 359126824 TN 37801 3425303 3425303 359126825 MN 55104 3425683 3425683 359126827 FL 34746 3426095 3426095 359126828 TN 38134 3432457 3432457 359126841 CA 92879 3432739 3432739 359126842 CO 80132 3432770 3432770 359126843 GA 30127 3433406 3433406 359126847 FL 32205 3437951 3437951 359126853 FL 32043 3438025 3438025 359126854 TX 77015 3438975 3438975 359126856 FL 33035 3439692 3439692 359126858 FL 33168 3440260 3440260 359126860 OK 74857 3441508 3441508 359126863 SC 29505 3442282 3442282 359126866 CA 92557 3444593 3444593 359126868 NC 28092 3448016 3448016 359126873 CT 06021 3448115 3448115 359126874 NV 89142 3450434 3450434 359126876 FL 33326 3450665 3450665 359126877 FL 34741 3450897 3450897 359126878 OH 44270 3451242 3451242 359126880 MD 20904 3452869 3452869 359126883 FL 33155 3454634 3454634 359126885 GA 30034 3454808 3454808 359126886 MI 48336 3454956 3454956 359126887 FL 33193 3455086 3455086 359126888 FL 32303 3456647 3456647 359126889 AZ 85086 3456779 3456779 359126890 OH 43227 3460847 3460847 359126893 FL 33437 3460920 3460920 359126894 TX 75081 3461282 3461282 359126895 FL 33409 3461928 3461928 359126896 TX 77059 3462561 3462561 359126897 CA 96020 3462603 3462603 359126898 MN 55125 3462777 3462777 359126899 CA 90605 3463676 3463676 359126900 CA 92376 3464286 3464286 359126901 CA 90508 3465622 3465622 359126902 FL 33064 3465986 3465986 359126903 FL 33604 3466190 3466190 359126904 FL 32825 3466687 3466687 359126905 WA 98146 3466893 3466893 359126906 MO 64055 3467750 3467750 359126907 TX 75081 3468931 3468931 359126909 GA 30601 3471356 3471356 359126910 FL 34984 3471455 3471455 359126911 FL 33304 3471620 3471620 359126912 LA 70461 3471786 3471786 359126913 FL 33054 3472172 3472172 359126915 OH 44320 3473253 3473253 359126916 FL 33141 3474285 3474285 359126917 MD 20772 3474558 3474558 359126918 NJ 07734 3474699 3474699 359126919 TN 37067 3474756 3474756 359126920 FL 33912 3474913 3474913 359126921 CA 91744 3475068 3475068 359126922 FL 33971 3475084 3475084 359126923 CA 92557 3475183 3475183 359126924 CT 06457 3477429 3477429 359126927 TX 77017 3477726 3477726 359126928 MI 48911 3480134 3480134 359126930 FL 33328 3480266 3480266 359126931 FL 33028 3480340 3480340 359126932 FL 33319 3481025 3481025 359126935 TX 75070 3482312 3482312 359126937 OH 44109 3483393 3483393 359126939 CA 95350 3483617 3483617 359126940 FL 33463 3484003 3484003 359126941 TX 76002 3486107 3486107 359126942 OK 74135 3486115 3486115 359126943 TX 77084 3487642 3487642 359126944 FL 33313 3490190 3490190 359126945 CA 92201 3491883 3491883 359126946 ID 83406 3492253 3492253 359126947 OK 74011 3494911 3494911 359126948 VA 22403 3495793 3495793 359126949 MO 64040 3496866 3496866 359126951 TX 75243 3496973 3496973 359126952 NY 12401 3497633 3497633 359126953 OH 44077 3502523 3502523 359126955 TX 76010 3503257 3503257 359126956 WI 53405 3503646 3503646 359126957 TX 76016 3503695 3503695 359126958 OH 44305 3505534 3505534 359126959 MN 55992 3506698 3506698 359126960 TX 76014 3507126 3507126 359126961 MO 63121 3507399 3507399 359126962 FL 32068 3516309 3516309 359126965 FL 33023 3517463 3517463 359126966 TX 76132 3517562 3517562 359126967 CA 93631 3519121 3519121 359126968 MN 55046 3522356 3522356 359126969 AZ 85374 3524220 3524220 359126970 CT 06705 3526357 3526357 359126971 TX 75061 3527215 3527215 359126972 FL 34953 3527926 3527926 359126973 FL 33414 3529393 3529393 359126974 FL 33184 3530441 3530441 359126975 FL 32818 3534161 3534161 359126976 GA 30656 3534237 3534237 359126977 SC 29569 3539020 3539020 359126978 CA 92562 3539269 3539269 359126979 FL 33486 3546231 3546231 359126980 TX 75217 3585114 3585114 359126981 CO 80537 43234733 43234733 43234733 MI 49265 43301277 43301277 43301277 CA 92553 43703152 43703152 43703152 IL 60651 44276301 44276301 44276301 IN 47172 48090477 48090477 48090477 CA 96001 48090485 48090485 48090485 CA 95348 49012452 49012452 49012452 FL 32835 49243570 49243570 49243570 FL 32137 51449787 51449787 51449787 CA 91360 51613623 51613623 51613623 CA 93030 5232822 5232822 74385600 NY 10466 52610449 52610449 52610449 WI 54904 52610457 52610457 52610457 IL 60446 52610465 52610465 52610465 IL 60177 52610513 52610513 52610513 IL 60010 52646525 52646525 52646525 CA 94544 52890939 52890939 52890939 AZ 85310 52943389 52943389 52943389 GA 30741 5329693 5329693 74482431 CA 94538 54558343 54558343 54558343 UT 84084 54715282 54715282 54715282 CA 95835 5478037 5478037 74637273 FL 34953 54932103 54932103 54932103 NV 89129 550026 550026 550026 PA 19403 55475662 55475662 55475662 ID 83642 5680350 5680350 74839697 TX 75007 5702196 5702196 74861477 TX 78259 5753694 5753694 74912981 CO 80014 5768767 5768767 74928086 TX 77478 5781273 5781273 74940164 CA 95111 5798780 5798780 74957945 TX 78245 5799218 5799218 74958182 CA 95116 5829254 5829254 74988478 CA 94605 5843453 5843453 75002196 TX 75703 5857776 5857776 75017053 CA 95116 5858991 5858991 5858991 UT 84404 5860424 5860424 5860424 FL 32174 5861554 5861554 5861554 OR 97367 5890041 5890041 75049031 CO 80126 6012744 6012744 75171819 WA 98271 61577398 61577398 61577398 CA 92604 61751446 61751446 61751446 WA 98373 6210999 6210999 75414631 CA 92844 62121968 62121968 62121968 WA 98409 62121984 62121984 62121984 ID 83687 62121992 62121992 62121992 WA 98012 62122016 62122016 62122016 WA 98390 62122024 62122024 62122024 WA 98047 62122048 62122048 62122048 WA 98903 62122056 62122056 62122056 WA 98310 62122064 62122064 62122064 WA 98370 62122080 62122080 62122080 WA 98043 62122096 62122096 62122096 ID 83706 62122152 62122152 62122152 ID 83815 62122160 62122160 62122160 WA 98446 62122200 62122200 62122200 WA 98327 62122256 62122256 62122256 ID 83706 62122264 62122264 62122264 WA 98122 6212344 6212344 75428169 WY 82050 6212565 6212565 75430363 NE 68521 62132665 62132665 62132665 AZ 85730 62132681 62132681 62132681 NJ 07456 6216616 6216616 75470880 NC 27284 6218409 6218409 75488841 CA 94610 6220746 6220746 75513127 CA 94621 6222444 6222444 75529230 WA 98034 6227299 6227299 665251435 CA 92694 62290808 62290808 62290808 VA 24069 62290816 62290816 62290816 MD 21206 62290840 62290840 62290840 MD 21206 6230149 6230149 665306056 MI 48164 6230537 6230537 665309993 CA 94544 6231133 6231133 665315974 CA 92807 6232228 6232228 665326989 FL 32952 6232310 6232310 665327805 TX 76112 6233197 6233197 665336673 CA 94601 6234078 6234078 665345492 NC 28466 6234780 6234780 665353207 CA 94603 6236617 6236617 665370961 TX 77303 6239996 6239996 665404778 CA 94621 6240004 6240004 665404851 CA 94592 6240649 6240649 665411260 IA 51301 6240887 6240887 665413357 CA 95470 6241466 6241466 665419669 CA 94609 6242453 6242453 665428900 CA 94608 6242482 6242482 665429973 CA 94621 6242813 6242813 665432811 CA 90810 6243811 6243811 665442802 CA 94601 6244565 6244565 665450094 CA 94621 6244734 6244734 665451779 CA 94621 6246419 6246419 665468831 WA 98371 6247578 6247578 665480232 WA 98374 6248430 6248430 665489142 TX 75904 6248688 6248688 665491676 NV 89129 6249220 6249220 665497004 NY 11368 6249265 6249265 665497418 CA 94621 6249314 6249314 665497897 CA 94607 6250229 6250229 665507141 GA 30310 6251656 6251656 665521449 CA 94603 6251703 6251703 665521902 TX 78248 6253785 6253785 665542734 CO 80128 6254739 6254739 665551966 CA 93004 6255398 6255398 665560140 NV 89429 6255425 6255425 665558847 MA 01843 6255837 6255837 665563177 TX 77014 6255960 6255960 665564381 UT 84309 6256861 6256861 665573473 CA 94603 6257307 6257307 665674271 CA 94603 6258939 6258939 665594214 TX 78613 6259496 6259496 665599817 TX 76086 6259583 6259583 665600680 OR 97304 6259713 6259713 665604518 CA 94607 6260788 6260788 665612768 CA 91401 6260937 6260937 665614244 CA 93638 6261140 6261140 665616157 TX 75034 6261288 6261288 665618013 RI 02893 6261985 6261985 665624623 VA 20151 6262789 6262789 665632741 IN 46404 6262828 6262828 665633137 NY 11520 6263198 6263198 665636809 TX 77083 6263269 6263269 665637500 CA 95824 6263953 6263953 665644365 TX 77375 6263958 6263958 665903985 CA 91040 6264243 6264243 665647301 AL 35215 6265226 6265226 665657110 CA 91748 6265303 6265303 665657888 CA 95823 6265961 6265961 665664488 MD 21207 6266040 6266040 665665279 MA 02119 6266408 6266408 665669016 CA 90603 6267455 6267455 665679395 CA 95148 6268288 6268288 665687810 CA 91354 6268497 6268497 665689766 IL 61822 6268525 6268525 665690020 NC 27360 6268631 6268631 665691044 CA 95993 6268997 6268997 665694816 CA 91331 6269022 6269022 665695052 CO 80239 6269387 6269387 665698452 CA 93291 6269394 6269394 665698528 TX 76227 6269457 6269457 665699146 CA 92704 6269587 6269587 665700761 NY 11731 6269653 6269653 665706230 CA 94610 6269666 6269666 665701454 UT 84098 6269949 6269949 665704177 TX 79925 6270188 6270188 665706719 FL 33063 6270442 6270442 665709309 CA 94545 6270571 6270571 665712394 CA 94555 6270601 6270601 665710851 IL 60610 6270619 6270619 665711024 CA 95823 6270706 6270706 665711891 IL 60532 6270954 6270954 665714424 WA 98059 6270971 6270971 665714598 OR 97702 6271095 6271095 665715751 CA 93706 6271463 6271463 665719522 NY 11234 6271759 6271759 665722443 TX 77045 6271770 6271770 665722559 WA 98042 6271779 6271779 665722641 CA 95127 6271917 6271917 665724019 CA 92210 6271950 6271950 665724340 TX 77471 6271957 6271957 665724415 IL 60647 6272116 6272116 665827184 CO 80206 6272219 6272219 665727061 CA 94585 6272368 6272368 665728556 FL 32763 6272400 6272400 665732749 CA 94545 6272408 6272408 665728937 FL 33875 6272485 6272485 665729646 MA 02364 6272489 6272489 665729687 CA 92316 6272504 6272504 665729836 CO 80020 6272523 6272523 665730024 OR 97465 6272534 6272534 665730123 NC 27360 6272624 6272624 665730974 CA 94551 6272974 6272974 665734596 CO 80026 6273027 6273027 665735122 WA 98003 6273029 6273029 665735148 WA 98292 6273034 6273034 665735197 WA 98387 6273036 6273036 665735213 WA 98155 6273048 6273048 665735338 CO 80117 6273067 6273067 665735510 WA 98467 6273082 6273082 665735668 CA 92630 6273151 6273151 665736302 CA 95403 6273192 6273192 665736708 NJ 07111 6273233 6273233 665737102 TX 76901 6273235 6273235 665737128 IL 60659 6273244 6273244 665737219 UT 84017 6273316 6273316 665850236 IL 60411 6273474 6273474 665739330 TX 76012 6273504 6273504 665741484 CA 92688 6273555 6273555 665740015 TN 37620 6273648 6273648 665741021 CA 95245 6273684 6273684 665741708 CO 80751 6273783 6273783 665742698 CA 91719 6273870 6273870 665743555 CA 94555 6273908 6273908 665743936 NY 11377 6273931 6273931 666023841 CA 92220 6273976 6273976 665744587 MI 48228 6274057 6274057 665745378 GA 30032 6274113 6274113 665745907 NC 27707 6274125 6274125 665746020 FL 33026 6274139 6274139 665746160 TN 37312 6274281 6274281 665747515 AL 36110 6274287 6274287 665747564 TX 78640 6274341 6274341 665748281 IL 60608 6274392 6274392 665748794 FL 33313 6274412 6274412 665748992 TX 78753 6274456 6274456 665749412 MI 48350 6274514 6274514 665749990 CA 91331 6274549 6274549 665750345 CA 93311 6274582 6274582 665750675 CA 91702 6274595 6274595 665750808 TX 77505 6274626 6274626 665751095 CA 92530 6274634 6274634 665751178 OR 97070 6274680 6274680 665751608 CA 94565 6274684 6274684 665751640 TX 77449 6274753 6274753 665752309 FL 33445 6274825 6274825 665752994 TX 76123 6274837 6274837 665753117 IL 60073 6274850 6274850 665753240 CA 91352 6274860 6274860 665753349 CA 95122 6274871 6274871 665753455 TX 75089 6274902 6274902 665753760 CA 91748 6274906 6274906 665753802 CA 93306 6274932 6274932 665754032 FL 33461 6274983 6274983 665754511 NE 68524 6274993 6274993 665754768 FL 34983 6275034 6275034 665755179 IL 60712 6275035 6275035 665755187 CO 80010 6275113 6275113 665755955 IL 60645 6275117 6275117 666003785 CA 90255 6275144 6275144 665756268 CA 90044 6275156 6275156 665756383 WA 98445 6275201 6275201 665756839 CA 92021 6275239 6275239 665757191 CA 95132 6275287 6275287 665757654 OR 97080 6275308 6275308 665757860 CA 92703 6275315 6275315 665757936 FL 33023 6275321 6275321 665757993 TX 75126 6275347 6275347 665758231 CA 91360 6275405 6275405 665758785 FL 33065 6275408 6275408 665758819 FL 34116 6275427 6275427 665758983 TX 78266 6275433 6275433 665759049 CA 90803 6275438 6275438 665759080 FL 33324 6275475 6275475 665759437 FL 33708 6275484 6275484 665759510 CA 93035 6275507 6275507 665856217 CA 94621 6275574 6275574 665760393 OK 74880 6275583 6275583 665760484 CA 90062 6275595 6275595 665760609 OR 97361 6275603 6275603 665760682 CA 95365 6275615 6275615 665760807 LA 70506 6275640 6275640 665761052 CA 95820 6275694 6275694 665761797 CO 80621 6275695 6275695 665761805 CA 95116 6275780 6275780 665762647 FL 34769 6275804 6275804 665762886 CT 06770 6275830 6275830 665763140 OR 97236 6275845 6275845 665763298 OR 97013 6275847 6275847 665763314 WA 98208 6275852 6275852 665763363 CA 94806 6275880 6275880 665763645 GA 30034 6275882 6275882 665763660 CA 95340 6275898 6275898 665763827 CA 93268 6275904 6275904 665763884 CA 92882 6275938 6275938 665764221 CA 95012 6275973 6275973 665764577 CA 94801 6275984 6275984 665764684 PA 17543 6276054 6276054 665765384 CO 80435 6276101 6276101 665765855 CA 95363 6276115 6276115 665765996 CA 95050 6276119 6276119 665766036 CA 95841 6276173 6276173 665886552 CA 94804 6276280 6276280 665767596 CO 80021 6276307 6276307 665767984 CO 80020 6276325 6276325 665768099 OK 73018 6276340 6276340 665768248 TX 75044 6276368 6276368 665768511 TX 77354 6276371 6276371 665768545 TX 78640 6276426 6276426 665769097 CA 95336 6276489 6276489 665769725 CA 93033 6276501 6276501 665769840 AK 99517 6276510 6276510 665769931 NC 28227 6276548 6276548 665770293 WA 98446 6276555 6276555 665770368 WA 98026 6276592 6276592 665770731 CA 95206 6276595 6276595 665770764 CA 91730 6276651 6276651 665771325 MD 21226 6276654 6276654 665771358 OK 73122 6276702 6276702 665771838 UT 84058 6276728 6276728 665772091 IL 60714 6276753 6276753 665774030 CA 95838 6276760 6276760 665772398 NY 11379 6276790 6276790 665772679 CA 95023 6276814 6276814 665772919 FL 34668 6276867 6276867 665773438 CA 90621 6276871 6276871 665773479 CO 80022 6276937 6276937 665774188 UT 84017 6276952 6276952 665774337 MI 48066 6276956 6276956 665774378 CA 95111 6276980 6276980 665774618 CA 94928 6276991 6276991 665774725 NY 11757 6276997 6276997 665774782 MA 02601 6277003 6277003 665774840 AL 35117 6277005 6277005 665774865 MI 49721 6277034 6277034 665775151 TX 78259 6277058 6277058 665775391 CA 94401 6277068 6277068 665775490 NV 89512 6277075 6277075 665775565 MA 02301 6277082 6277082 665775631 CA 95842 6277087 6277087 665775680 CA 94553 6277121 6277121 665776019 CA 90262 6277155 6277155 665779815 WA 98208 6277161 6277161 665779831 OR 97321 6277173 6277173 665776480 WA 98503 6277178 6277178 665776530 TX 78660 6277200 6277200 665776746 CA 90262 6277216 6277216 665776902 CA 92354 6277257 6277257 665779864 WA 98465 6277330 6277330 665778031 CA 93313 6277334 6277334 665778072 TX 78735 6277357 6277357 665778304 SD 57718 6277367 6277367 665778403 CA 93610 6277379 6277379 665778528 IL 60532 6277409 6277409 665778817 AZ 85623 6277474 6277474 665779443 CO 80229 6277508 6277508 665779898 CA 94565 6277537 6277537 665780185 MA 02148 6277568 6277568 665780490 WA 98201 6277594 6277594 665780748 CA 90605 6277645 6277645 665786091 CA 95122 6277647 6277647 665781258 NV 89128 6277651 6277651 665781290 CA 95358 6277678 6277678 665781563 CA 93274 6277692 6277692 665781704 MD 21206 6277704 6277704 665781829 WA 99353 6277705 6277705 665781837 CA 92704 6277707 6277707 665781852 CA 95621 6277718 6277718 665781969 WI 53051 6277780 6277780 665782553 MA 02601 6277812 6277812 665782868 CA 91406 6277819 6277819 665782934 CA 94044 6277828 6277828 665783023 CA 94804 6277847 6277847 665783213 AL 35242 6277849 6277849 665783239 CO 80911 6277855 6277855 665783296 CA 92688 6277863 6277863 665783379 CA 91335 6277884 6277884 665783585 FL 34116 6277906 6277906 665783809 FL 33614 6277980 6277980 665784468 TN 37874 6277984 6277984 665784500 MI 48763 6278002 6278002 665784666 CA 93550 6278014 6278014 665784781 CA 94086 6278019 6278019 665784831 CA 95023 6278085 6278085 665785465 TN 38115 6278146 6278146 665786349 MI 49849 6278151 6278151 665786398 GA 30004 6278187 6278187 665786752 CO 80601 6278202 6278202 665786901 GA 30215 6278210 6278210 665786984 CO 80127 6278235 6278235 665787222 WA 98168 6278253 6278253 665787396 CA 94132 6278259 6278259 665787453 CA 94903 6278262 6278262 665787487 FL 33033 6278268 6278268 665787545 CA 90631 6278277 6278277 665787628 CA 90755 6278294 6278294 665787776 CA 94061 6278298 6278298 665787818 CA 93003 6278300 6278300 665787834 FL 34736 6278325 6278325 665788089 CA 93035 6278338 6278338 665788212 CA 94601 6278365 6278365 665788485 CA 94520 6278373 6278373 665788568 CA 94112 6278375 6278375 665788584 CA 93030 6278402 6278402 665788857 CA 95111 6278410 6278410 665792180 CA 94401 6278422 6278422 665788998 CA 94015 6278439 6278439 665789160 GA 30310 6278441 6278441 665789186 AZ 85242 6278443 6278443 665789202 FL 33823 6278466 6278466 665789434 CA 94509 6278468 6278468 665789459 CA 94621 6278483 6278483 665789590 CA 91913 6278498 6278498 665789749 CA 94565 6278501 6278501 665789772 CA 95119 6278517 6278517 665789921 CA 95127 6278549 6278549 665790200 CA 94545 6278576 6278576 665790440 CA 94533 6278581 6278581 665792339 CA 94536 6278592 6278592 665790580 FL 33027 6278647 6278647 665791059 CA 93905 6278670 6278670 665791232 NY 10302 6278686 6278686 665791380 CA 94585 6278687 6278687 665791398 NC 27406 6278689 6278689 665791414 CA 90275 6278696 6278696 665792479 CA 95123 6278721 6278721 665791661 CA 94401 6278736 6278736 665791810 FL 33024 6278746 6278746 665792537 CA 94598 6278758 6278758 665791984 CA 93309 6278767 6278767 665792594 MA 01510 6278788 6278788 665792727 CO 80011 6278792 6278792 665792768 CA 94954 6278798 6278798 665792826 CA 94583 6278800 6278800 665792842 CA 94611 6278811 6278811 665792958 GA 30331 6278861 6278861 665793451 CO 80013 6278864 6278864 665793485 TX 75040 6278923 6278923 665794079 NV 89119 6278979 6278979 665794624 CA 92805 6279017 6279017 665795001 AZ 85255 6279026 6279026 665795092 CA 92105 6279028 6279028 665795118 MO 63121 6279082 6279082 665795654 CO 80015 6279092 6279092 665795753 TX 78748 6279145 6279145 665796272 WA 98056 6279152 6279152 665796348 WA 98273 6279162 6279162 665796447 FL 33313 6279184 6279184 665796660 CO 81503 6279193 6279193 665796751 TX 77546 6279205 6279205 665796876 TN 38115 6279211 6279211 665796934 TX 77388 6279251 6279251 665797320 NC 27707 6279254 6279254 665797353 CA 90059 6279263 6279263 665798914 CA 95977 6279266 6279266 665797452 OK 74107 6279283 6279283 665797627 NC 28425 6279324 6279324 665798039 TX 76133 6279329 6279329 665798088 AL 35205 6279370 6279370 665798484 OK 73072 6279379 6279379 665798575 GA 30263 6279382 6279382 665798609 CA 90041 6279411 6279411 665798971 CO 80015 6279439 6279439 665799250 CO 80504 6279441 6279441 665799276 CO 80017 6279444 6279444 665799300 CO 80470 6279495 6279495 665799813 OR 97303 6279509 6279509 665799953 OK 74135 6279512 6279512 665799987 CO 80424 6279513 6279513 665799995 CO 80241 6279533 6279533 665800199 TX 77095 6279573 6279573 665800587 CA 94544 6279588 6279588 665800736 TX 77530 6279604 6279604 665800876 NC 28052 6279620 6279620 665801031 WI 53216 6279632 6279632 665801148 OR 97103 6279649 6279649 665801312 MD 21229 6279701 6279701 665801833 CA 94403 6279720 6279720 665802021 TX 77084 6279733 6279733 665802153 CA 94801 6279740 6279740 665802229 CO 81501 6279776 6279776 665802575 TX 77521 6279796 6279796 665802773 TX 78610 6279830 6279830 665803102 IL 60409 6279847 6279847 665803268 MA 01851 6279856 6279856 665803359 TX 76645 6279867 6279867 665803466 CA 95660 6279871 6279871 665803508 CA 95127 6279910 6279910 665803870 TX 78729 6279985 6279985 665804597 FL 34691 6279995 6279995 665804696 CO 80249 6280012 6280012 665804944 NC 28027 6280081 6280081 665805636 TX 75240 6280088 6280088 665805701 CA 93304 6280123 6280123 665806055 WA 98376 6280136 6280136 665806188 GA 30307 6280151 6280151 665806337 CA 94804 6280157 6280157 665806394 CA 94603 6280197 6280197 665806790 CA 91321 6280236 6280236 665807111 GA 30041 6280270 6280270 665807459 OK 73006 6280302 6280302 665807772 CA 92843 6280312 6280312 665807871 NC 28269 6280357 6280357 665808309 CO 80487 6280366 6280366 665808390 TX 76123 6280369 6280369 665808424 FL 32225 6280372 6280372 665809026 WA 98168 6280373 6280373 665808440 TX 78704 6280395 6280395 665808556 TX 78669 6280398 6280398 665808580 TX 78114 6280429 6280429 665809141 WA 98823 6280444 6280444 665809265 GA 30093 6280561 6280561 665810420 CA 93307 6280562 6280562 665810438 TX 78251 6280571 6280571 665810529 CA 93304 6280596 6280596 665810776 CA 95326 6280628 6280628 665811089 CA 95206 6280633 6280633 665811139 TX 75081 6280651 6280651 665811311 TX 78748 6280657 6280657 665811378 IL 60087 6280663 6280663 665811428 CO 80016 6280678 6280678 665811576 WA 98203 6280683 6280683 665811618 WA 98052 6280698 6280698 665811725 OR 97064 6280709 6280709 665811832 CA 94621 6280717 6280717 665811881 OR 97375 6280722 6280722 665811931 TN 37087 6280730 6280730 665812012 OR 97030 6280747 6280747 665812160 GA 30742 6280761 6280761 665812293 CO 81625 6280764 6280764 665812327 OK 74525 6280767 6280767 665812350 CA 95376 6280772 6280772 665812392 TX 76033 6280783 6280783 665812509 TX 77034 6280804 6280804 665812707 CA 92557 6280823 6280823 665812897 TX 75154 6280825 6280825 665812913 CO 80011 6280830 6280830 665812962 CA 90027 6280838 6280838 665813044 TX 78572 6280875 6280875 665813416 GA 30039 6280912 6280912 665813937 CO 81401 6280945 6280945 665814265 IL 60025 6280949 6280949 665814307 CO 81631 6280974 6280974 665814554 CO 80224 6280994 6280994 665814752 FL 33710 6281026 6281026 665815072 CO 80211 6281085 6281085 665815668 NM 87301 6281120 6281120 665816013 CA 91354 6281127 6281127 665816088 NV 89032 6281128 6281128 665816096 CA 95121 6281136 6281136 665816153 CA 95828 6281141 6281141 665816203 UT 84414 6281153 6281153 665816328 GA 30188 6281165 6281165 665816427 CA 94521 6281185 6281185 665816609 TX 77056 6281202 6281202 665816773 CA 95829 6281240 6281240 665817136 FL 32503 6281252 6281252 665819868 WA 98021 6281255 6281255 665819876 WA 98584 6281258 6281258 665817292 TN 37923 6281304 6281304 665817755 CA 90043 6281309 6281309 665817805 CA 92683 6281313 6281313 665817847 CO 80013 6281335 6281335 665818050 AZ 85051 6281343 6281343 665818134 NJ 07304 6281353 6281353 665819918 WA 98037 6281401 6281401 665818639 CO 80917 6281415 6281415 665818779 CA 94503 6281425 6281425 665818878 TX 75249 6281450 6281450 665819124 CA 90680 6281483 6281483 665819454 TX 75501 6281517 6281517 665820049 CA 92345 6281525 6281525 665820122 FL 33177 6281528 6281528 665820155 IL 60453 6281566 6281566 665820536 CO 81321 6281606 6281606 665820924 TX 76028 6281607 6281607 665820932 CA 91335 6281609 6281609 665820957 CA 95148 6281668 6281668 665821542 FL 33563 6281671 6281671 665821575 CA 94062 6281676 6281676 665821625 TX 76028 6281681 6281681 665821674 TX 79912 6281683 6281683 665821690 CA 93638 6281715 6281715 665822011 WA 98011 6281722 6281722 665822086 CO 80129 6281738 6281738 665822235 AL 35173 6281757 6281757 665822425 CA 95633 6281766 6281766 665822516 CO 80526 6281784 6281784 665822698 PA 17113 6281787 6281787 665822722 GA 30189 6281812 6281812 665822979 CA 95127 6281832 6281832 665823159 OR 97756 6281853 6281853 665826350 OR 97305 6281865 6281865 665823423 CA 91745 6281924 6281924 665824017 GA 30238 6281938 6281938 665824124 TX 77072 6281962 6281962 665824363 NY 11738 6281970 6281970 665824447 CO 80020 6282066 6282066 665825287 TX 75002 6282072 6282072 665825345 TX 75235 6282078 6282078 665825402 TX 76106 6282094 6282094 665825568 TX 77433 6282101 6282101 665825634 WA 98030 6282104 6282104 665825667 CA 92701 6282105 6282105 665825675 CO 80835 6282106 6282106 665825683 CA 92707 6282119 6282119 665825816 TX 79938 6282158 6282158 665826152 CA 91402 6282164 6282164 665826210 CA 93308 6282217 6282217 665826962 FL 34741 6282223 6282223 665827028 CO 80020 6282232 6282232 665827119 CO 80017 6282259 6282259 665827465 NY 11542 6282271 6282271 665827580 NC 28117 6282281 6282281 665827689 AK 99508 6282285 6282285 665827721 MD 21216 6282312 6282312 665827986 CO 80031 6282366 6282366 665828521 WA 98027 6282378 6282378 665828646 WA 98032 6282383 6282383 665828695 CA 93304 6282439 6282439 665829255 CA 91016 6282450 6282450 665829362 UT 84120 6282451 6282451 665829370 CA 92553 6282477 6282477 665829636 WA 98445 6282519 6282519 665830055 CA 93003 6282523 6282523 665830097 CA 94087 6282535 6282535 665830212 CA 94579 6282546 6282546 665830329 CA 92240 6282556 6282556 665830428 GA 30058 6282580 6282580 665830667 MI 49417 6282647 6282647 665831327 TX 75211 6282681 6282681 665831665 TX 77389 6282684 6282684 665831699 CA 95403 6282686 6282686 665831715 CA 92399 6282775 6282775 665832580 CA 95122 6282785 6282785 665832689 IL 60629 6282793 6282793 665832754 NC 28215 6282809 6282809 665832911 FL 34690 6282833 6282833 665833208 MI 48094 6282851 6282851 665833380 NM 87123 6282858 6282858 665833455 FL 33781 6282879 6282879 665833661 MD 20607 6282881 6282881 665833687 CT 06095 6282887 6282887 665833745 FL 34953 6282961 6282961 665834479 WA 98036 6282963 6282963 665834495 OR 97301 6282972 6282972 665834586 WA 98390 6282974 6282974 665834602 WA 98444 6282984 6282984 665834701 FL 32792 6282987 6282987 665834735 OR 97103 6282996 6282996 665834818 FL 33177 6282997 6282997 665834826 CA 90008 6283047 6283047 665835310 AZ 85258 6283086 6283086 665835708 OR 97223 6283094 6283094 665835781 GA 30331 6283098 6283098 665835815 WA 98282 6283126 6283126 665836078 UT 84025 6283157 6283157 665836383 SC 29732 6283158 6283158 665836391 TX 75159 6283206 6283206 665836862 NM 87124 6283233 6283233 665837134 CA 95035 6283247 6283247 665837258 TX 77025 6283284 6283284 665837605 CA 92509 6283294 6283294 665837704 FL 33410 6283296 6283296 665837720 TX 78666 6283311 6283311 665837860 CA 91306 6283349 6283349 665838249 CA 95370 6283355 6283355 665838306 TX 76039 6283375 6283375 665838504 CA 92563 6283411 6283411 665838926 CO 80219 6283432 6283432 665839130 CA 95006 6283471 6283471 665839528 CA 95355 6283489 6283489 665839700 CA 95355 6283499 6283499 665839809 CA 92308 6283504 6283504 665839841 CO 80602 6283506 6283506 665844320 WA 98205 6283513 6283513 665839924 NY 11417 6283551 6283551 665840302 FL 34234 6283559 6283559 665840385 TX 76034 6283567 6283567 665840468 CO 80117 6283628 6283628 665841052 FL 34243 6283661 6283661 665841383 OR 97405 6283677 6283677 665841532 GA 30058 6283690 6283690 665841664 CO 80260 6283691 6283691 665841672 CA 92624 6283697 6283697 665841730 CA 95355 6283720 6283720 665841961 FL 33314 6283723 6283723 665841995 CA 90046 6283732 6283732 665842084 CO 80011 6283750 6283750 665842266 TN 38109 6283777 6283777 665842530 CA 90621 6283782 6283782 665842589 CA 90044 6283787 6283787 665842639 CA 92069 6283806 6283806 665842811 OK 73077 6283820 6283820 665842944 CA 92701 6283848 6283848 665843223 WI 53210 6283856 6283856 665843306 IL 60649 6283871 6283871 665843454 WA 98584 6283937 6283937 665844403 WA 98204 6283943 6283943 665844114 TX 76031 6283949 6283949 665844171 WA 98405 6283953 6283953 665844213 IL 60153 6283991 6283991 665844700 FL 32713 6284005 6284005 665844841 CT 06606 6284027 6284027 665845061 FL 34234 6284037 6284037 665845160 CA 93960 6284069 6284069 665845483 AZ 85345 6284077 6284077 665845558 CO 80241 6284084 6284084 665845624 FL 33909 6284099 6284099 665845772 CA 93309 6284107 6284107 665845855 TX 77070 6284117 6284117 665845954 TX 75482 6284121 6284121 665845996 GA 30294 6284131 6284131 665846093 CA 91745 6284149 6284149 665846275 CA 95023 6284154 6284154 665846325 IL 60110 6284164 6284164 665846424 WA 98272 6284179 6284179 665846564 OR 97304 6284190 6284190 665846663 SC 29340 6284196 6284196 665846721 FL 33035 6284209 6284209 665846853 OR 97124 6284211 6284211 665846879 OR 97068 6284226 6284226 665847026 NE 68301 6284283 6284283 665847570 WA 98374 6284313 6284313 665847869 NC 27870 6284318 6284318 665847919 NC 28215 6284327 6284327 665848008 MI 48813 6284379 6284379 665848529 UT 84015 6284390 6284390 665848636 IL 60619 6284423 6284423 665848958 TN 38128 6284448 6284448 665849204 TX 75230 6284489 6284489 665849618 CA 92532 6284498 6284498 665849709 TN 38060 6284530 6284530 665849980 TX 78660 6284571 6284571 665850541 LA 71201 6284578 6284578 665850616 IL 60914 6284579 6284579 665850624 AZ 85635 6284590 6284590 665850731 FL 32826 6284608 6284608 665850913 TX 75208 6284660 6284660 665851432 LA 71072 6284675 6284675 665851580 CA 90291 6284700 6284700 665851838 GA 30082 6284706 6284706 665851895 CO 80916 6284760 6284760 665852422 OR 97015 6284768 6284768 665852505 OR 97124 6284801 6284801 665852836 IL 62526 6284812 6284812 665852943 FL 33460 6284827 6284827 665853081 TX 77316 6284838 6284838 665853198 CA 92869 6284849 6284849 665853305 CA 94014 6284861 6284861 665853420 CO 80020 6284870 6284870 665853511 FL 33990 6284875 6284875 665853560 TX 78739 6284880 6284880 665853610 CA 92284 6284890 6284890 665853719 NY 11378 6284959 6284959 665854402 CA 94589 6284964 6284964 665854451 MO 65803 6284997 6284997 665854782 CA 93955 6285008 6285008 665854899 CO 81401 6285016 6285016 665854972 CA 92840 6285052 6285052 665855326 CA 90018 6285056 6285056 665855367 PA 17702 6285086 6285086 665855664 CO 80916 6285119 6285119 665855995 FL 33540 6285143 6285143 665856282 GA 31216 6285163 6285163 665856480 MA 01151 6285202 6285202 665856878 FL 34609 6285212 6285212 665856977 UT 84121 6285264 6285264 665857496 CA 92870 6285291 6285291 665857769 GA 30215 6285294 6285294 665857793 FL 32738 6285299 6285299 665857843 CO 80911 6285306 6285306 665857918 CA 91342 6285317 6285317 665858023 CA 93458 6285328 6285328 665858130 CA 93222 6285354 6285354 665858395 WA 98383 6285363 6285363 665858486 PA 18334 6285385 6285385 665910691 WA 98375 6285399 6285399 665858841 CA 95138 6285415 6285415 665859005 FL 33076 6285429 6285429 665859146 CA 95204 6285439 6285439 665859245 CA 94621 6285444 6285444 665859294 AK 99518 6285463 6285463 665859484 PA 19057 6285468 6285468 665859534 CO 80124 6285491 6285491 665859757 CO 80909 6285495 6285495 665859799 FL 33166 6285570 6285570 665860540 CO 80525 6285571 6285571 665860557 CA 91765 6285579 6285579 665860631 MA 02190 6285629 6285629 665861134 NV 89123 6285685 6285685 665861753 CO 80239 6285697 6285697 665861837 NM 87105 6285706 6285706 665861928 AZ 85648 6285764 6285764 665862504 CO 80016 6285777 6285777 665862637 TX 75080 6285798 6285798 665862843 ID 83286 6285800 6285800 665862868 FL 32531 6285808 6285808 665862942 TX 75089 6285893 6285893 665863783 CA 95660 6285965 6285965 665864500 TN 37716 6285987 6285987 665864724 IL 60632 6286004 6286004 665864880 FL 33016 6286014 6286014 665864989 OR 97267 6286031 6286031 665865150 CA 92404 6286064 6286064 665865481 TX 78109 6286079 6286079 665865630 OR 97404 6286102 6286102 665865861 WA 98023 6286105 6286105 665865895 NV 89031 6286111 6286111 665865945 MA 01529 6286124 6286124 665866075 UT 84020 6286129 6286129 665866125 CA 94303 6286130 6286130 665866133 ME 04210 6286135 6286135 665866182 CA 95122 6286150 6286150 665866331 TX 75007 6286155 6286155 665866380 CA 94605 6286167 6286167 665866497 NM 87507 6286175 6286175 665866570 CO 80005 6286176 6286176 665866588 FL 32257 6286213 6286213 665866950 TX 75089 6286229 6286229 665867099 TX 75052 6286236 6286236 665867164 IL 60406 6286251 6286251 665867826 WA 98596 6286254 6286254 665867305 CA 92345 6286299 6286299 665867693 IL 60035 6286301 6286301 665867719 KY 42757 6286324 6286324 665868071 TX 77083 6286350 6286350 665868337 MI 48357 6286380 6286380 665868618 IL 60202 6286393 6286393 665868741 AZ 85710 6286432 6286432 665869137 IN 46933 6286448 6286448 665869285 MD 21239 6286451 6286451 665869319 CA 91326 6286459 6286459 665869392 CA 94544 6286481 6286481 665869616 CA 91331 6286490 6286490 665869707 NE 69101 6286491 6286491 665869715 CA 94565 6286497 6286497 665869772 OR 97007 6286499 6286499 665869798 WA 98028 6286513 6286513 665869939 OR 97223 6286520 6286520 665869996 OK 73064 6286544 6286544 665870234 CA 92503 6286571 6286571 665870465 WA 98204 6286576 6286576 665870515 WA 98003 6286594 6286594 665870697 CA 91367 6286602 6286602 665870770 CA 93311 6286612 6286612 665870879 IA 50126 6286643 6286643 665871182 FL 33463 6286645 6286645 665871208 NC 28215 6286647 6286647 665871224 CA 92503 6286650 6286650 665871257 NC 27610 6286653 6286653 665871281 KY 42701 6286663 6286663 665871380 WA 98328 6286677 6286677 665871521 TX 78613 6286694 6286694 665871687 CA 95401 6286695 6286695 665871695 PA 19057 6286703 6286703 665871778 NC 28269 6286708 6286708 665871828 TN 38141 6286710 6286710 665871844 WA 98593 6286719 6286719 665874277 WA 98168 6286725 6286725 665871950 CA 92801 6286731 6286731 665872008 CA 95621 6286758 6286758 665872271 TX 77469 6286792 6286792 665872594 FL 32225 6286798 6286798 665872651 CA 94585 6286814 6286814 665872818 CA 95135 6286824 6286824 665872917 CA 92553 6286826 6286826 665872933 ID 83404 6286858 6286858 665873253 NM 87112 6286878 6286878 665873451 TX 77584 6286891 6286891 665873584 FL 33025 6286902 6286902 665873691 CA 93304 6286910 6286910 665873774 AK 99705 6286921 6286921 665873881 CA 94541 6286943 6286943 665874087 IL 60612 6286978 6286978 665874582 IA 50316 6286983 6286983 665874632 TX 78249 6287017 6287017 665874962 NJ 07011 6287051 6287051 665875308 CO 80521 6287097 6287097 665875761 CA 95122 6287122 6287122 665876017 TX 75209 6287127 6287127 665876066 IL 60615 6287140 6287140 665876199 CA 91722 6287180 6287180 665876595 OR 97146 6287196 6287196 665876751 TX 78753 6287215 6287215 665876942 WA 98631 6287227 6287227 665877064 NH 03753 6287232 6287232 665877114 OR 97113 6287259 6287259 665877387 OK 74053 6287297 6287297 665877767 TX 78759 6287301 6287301 665877809 NY 10541 6287340 6287340 665878195 TN 37920 6287342 6287342 665878211 CA 92240 6287406 6287406 665878849 TX 78759 6287433 6287433 665879102 CA 95128 6287440 6287440 665879177 IL 60074 6287471 6287471 665879482 TX 76065 6287483 6287483 665879607 AK 99502 6287484 6287484 665879615 CO 80631 6287487 6287487 665879649 FL 33126 6287512 6287512 665879896 CA 95035 6287536 6287536 665880126 CA 92704 6287543 6287543 665880183 CO 80474 6287550 6287550 665880258 CA 94806 6287603 6287603 665880803 WA 98443 6287676 6287676 665881538 FL 32809 6287679 6287679 665881561 NY 11434 6287698 6287698 665881744 CA 94556 6287724 6287724 665882007 CT 06484 6287802 6287802 665882775 TX 78259 6287805 6287805 665882809 CO 80134 6287828 6287828 665883039 CT 06058 6287841 6287841 665883161 CA 90011 6287843 6287843 665883187 CA 94568 6287847 6287847 665883229 CA 90044 6287853 6287853 665883286 WA 98092 6287878 6287878 665883534 FL 33145 6287901 6287901 665883765 TX 75707 6287930 6287930 665884052 CO 80020 6287935 6287935 665884102 CA 92324 6287943 6287943 665884185 GA 30044 6287949 6287949 665884243 CO 80123 6287953 6287953 665884284 CA 94508 6287995 6287995 665884706 CA 94539 6288016 6288016 665884896 CO 80249 6288019 6288019 665884920 CA 93702 6288036 6288036 665885075 TX 75052 6288043 6288043 665885141 CA 94544 6288094 6288094 665885646 FL 32503 6288114 6288114 665885844 CA 95240 6288127 6288127 665885950 TX 76082 6288139 6288139 665886073 CO 81122 6288142 6288142 665886107 CO 80602 6288168 6288168 665886347 NY 11717 6288177 6288177 665886636 IL 60517 6288188 6288188 665886529 CO 80013 6288255 6288255 665887295 NC 28166 6288260 6288260 665887345 NY 11238 6288265 6288265 665887394 FL 33543 6288293 6288293 665887675 TX 78213 6288299 6288299 665887733 GA 30071 6288308 6288308 665887824 TX 78257 6288331 6288331 665888053 WA 98387 6288333 6288333 665888079 WA 98498 6288356 6288356 665888301 OK 74134 6288378 6288378 665888517 GA 30087 6288408 6288408 665888814 CA 93304 6288420 6288420 665888939 WA 98683 6288422 6288422 665888954 UT 84790 6288428 6288428 665889010 WA 98023 6288429 6288429 665889028 TN 37918 6288472 6288472 665889457 NY 11804 6288492 6288492 665889655 CT 06708 6288495 6288495 665889689 TX 76009 6288501 6288501 665889747 FL 33334 6288504 6288504 665889770 TX 78681 6288513 6288513 665889861 CA 94565 6288522 6288522 665889952 NM 87105 6288530 6288530 665890034 CA 94555 6288537 6288537 665890109 GA 30168 6288561 6288561 665890349 TX 79707 6288570 6288570 665890430 IL 60173 6288604 6288604 665890778 CA 92704 6288609 6288609 665890810 CA 90044 6288610 6288610 665890828 CA 92240 6288626 6288626 665890984 CA 95404 6288639 6288639 665891115 GA 30052 6288684 6288684 665891545 FL 33774 6288685 6288685 665891552 TN 37144 6288689 6288689 665891586 AK 99654 6288715 6288715 665891842 CA 90602 6288729 6288729 665891982 OR 97023 6288749 6288749 665892188 CA 95132 6288770 6288770 665892451 FL 33415 6288793 6288793 665892683 GA 30215 6288801 6288801 665892766 OK 74403 6288809 6288809 665892840 MA 01746 6288810 6288810 665892857 IN 46901 6288869 6288869 665893442 IL 60623 6288915 6288915 665893905 NV 89110 6288936 6288936 665894119 WA 98499 6288947 6288947 665894226 TX 77356 6288952 6288952 665894275 CA 93313 6288984 6288984 665894598 WA 98498 6288995 6288995 665894705 CA 95127 6289020 6289020 665894952 CA 94534 6289035 6289035 665895082 VA 20110 6289050 6289050 665895231 TX 77379 6289061 6289061 665895348 CO 80542 6289118 6289118 665895918 AK 99504 6289125 6289125 665895983 CO 80433 6289155 6289155 665896288 GA 30274 6289168 6289168 665896411 CA 92335 6289176 6289176 665896494 TN 38053 6289201 6289201 665896742 NC 28214 6289233 6289233 665897054 TX 76137 6289241 6289241 665897138 IL 60511 6289302 6289302 665897732 CO 80132 6289310 6289310 665897815 TX 75081 6289340 6289340 665898110 CA 93706 6289360 6289360 665898300 CO 80631 6289379 6289379 665898573 GA 30043 6289381 6289381 665898599 TX 79412 6289408 6289408 665898862 FL 33704 6289483 6289483 665899613 TX 79414 6289488 6289488 665904025 CA 94063 6289514 6289514 665899910 AZ 85014 6289523 6289523 665900007 WA 98374 6289547 6289547 665900247 GA 30083 6289562 6289562 665900395 CA 94014 6289566 6289566 665900437 FL 33186 6289581 6289581 665900585 PA 19111 6289594 6289594 665900718 OR 97007 6289619 6289619 665900965 FL 33012 6289639 6289639 665901161 CA 94541 6289649 6289649 665901260 CA 93635 6289665 6289665 665901427 CA 93307 6289687 6289687 665901641 TX 79313 6289728 6289728 665902052 KS 67530 6289734 6289734 665902110 TN 37087 6289743 6289743 665902201 TX 75093 6289760 6289760 665902375 IN 46404 6289770 6289770 665902474 TX 77080 6289795 6289795 665902722 CA 94513 6289834 6289834 665903118 CA 95901 6289852 6289852 665903282 CA 92780 6289888 6289888 665903647 CA 95020 6289906 6289906 665903829 CA 95111 6289909 6289909 665903852 CA 92653 6289936 6289936 665904181 MD 21921 6289949 6289949 665904314 IN 47993 6289965 6289965 665904470 FL 34203 6289968 6289968 665904504 CO 81137 6289980 6289980 665904629 FL 34203 6289992 6289992 665904744 NJ 07029 6289999 6289999 665904819 TX 76108 6290013 6290013 665904959 FL 33611 6290021 6290021 665905030 CA 92241 6290048 6290048 665905303 CA 93591 6290073 6290073 665905543 MA 01841 6290076 6290076 665905576 AZ 85231 6290120 6290120 665906012 TX 75134 6290123 6290123 665906046 AL 35121 6290126 6290126 665906079 CA 95357 6290142 6290142 665906236 CO 81004 6290159 6290159 665906400 OR 97038 6290171 6290171 665906525 WA 98275 6290204 6290204 665906855 TX 77066 6290206 6290206 665906871 CO 80118 6290218 6290218 665906996 VA 23231 6290238 6290238 665907192 CA 93638 6290278 6290278 665907580 MI 48850 6290370 6290370 665908489 CA 90047 6290384 6290384 665908620 TX 78250 6290387 6290387 665908646 CA 92869 6290414 6290414 665908919 TN 38116 6290446 6290446 665909230 CO 80634 6290462 6290462 665909388 TX 78664 6290470 6290470 665909453 CA 95337 6290478 6290478 665909529 MI 48504 6290480 6290480 665909545 TX 75060 6290484 6290484 665909586 CA 94603 6290496 6290496 665909693 TX 77354 6290507 6290507 665909800 CA 95829 6290511 6290511 665909842 TX 77380 6290515 6290515 665909883 FL 33463 6290548 6290548 665910212 NH 03752 6290554 6290554 665910279 CA 92544 6290556 6290556 665910295 CO 80701 6290574 6290574 665910477 TN 37148 6290607 6290607 665910956 NY 11422 6290609 6290609 665910972 IA 51104 6290636 6290636 665911244 TX 76048 6290651 6290651 665911392 FL 33805 6290661 6290661 665911491 CO 80435 6290671 6290671 665911590 CA 92703 6290700 6290700 665911889 VA 20166 6290703 6290703 665911913 CA 91331 6290714 6290714 665912028 CA 90710 6290719 6290719 665912077 CA 92676 6290728 6290728 665912168 TX 75082 6290792 6290792 665912796 AZ 85233 6290800 6290800 665912879 CA 95376 6290810 6290810 665912978 CA 93955 6290828 6290828 665913158 OR 97266 6290834 6290834 665913216 WA 98205 6290847 6290847 665913349 CA 93274 6290862 6290862 665913497 WA 98908 6290868 6290868 665913554 WA 98230 6290909 6290909 665913968 WA 98166 6290918 6290918 665938825 IN 46324 6290925 6290925 665914123 CA 93313 6290933 6290933 665914206 CA 95301 6290946 6290946 665914339 FL 32327 6290968 6290968 665914552 CO 80227 6291008 6291008 665914958 CA 91767 6291024 6291024 665915088 AL 35208 6291041 6291041 665915252 TX 76033 6291051 6291051 665915351 CA 95758 6291075 6291075 665915591 TX 76049 6291112 6291112 665915955 FL 32413 6291127 6291127 665916102 IL 60010 6291178 6291178 665916664 CO 81431 6291181 6291181 665916698 IL 60504 6291186 6291186 665916748 VA 23235 6291224 6291224 665917126 CA 95624 6291250 6291250 665917381 CA 94015 6291260 6291260 665917480 NY 11552 6291266 6291266 665917548 UT 84065 6291305 6291305 665917928 WA 98682 6291312 6291312 665917993 WA 98042 6291326 6291326 665918132 CA 93532 6291381 6291381 665918686 FL 33186 6291391 6291391 665918785 TN 37167 6291398 6291398 665918850 NY 12601 6291403 6291403 665918900 GA 30127 6291411 6291411 665918983 TX 77493 6291421 6291421 665919080 WA 98408 6291427 6291427 665919148 OR 97236 6291429 6291429 665919163 NE 68138 6291471 6291471 665919585 CA 92021 6291491 6291491 665919783 CA 91791 6291495 6291495 665919825 OR 97201 6291499 6291499 665919866 OR 97113 6291528 6291528 665920153 CA 92707 6291532 6291532 665920195 TX 75061 6291574 6291574 665920617 CA 93535 6291595 6291595 665920823 TX 78733 6291680 6291680 665921714 RI 02893 6291706 6291706 665921979 CO 80501 6291727 6291727 665922183 CO 80005 6291752 6291752 665922431 CA 93033 6291761 6291761 665922522 CA 95828 6291779 6291779 665922704 FL 32244 6291781 6291781 665922720 CO 80125 6291794 6291794 665922852 WA 98513 6291802 6291802 665922936 GA 31709 6291807 6291807 665922985 CA 92701 6291817 6291817 665923082 TX 77067 6291835 6291835 665923264 WA 98682 6291859 6291859 665923504 CA 93313 6291870 6291870 665923611 WA 98576 6291873 6291873 665923645 CA 93614 6291875 6291875 665923660 FL 33917 6291983 6291983 665924718 CA 95350 6291998 6291998 665924866 CA 92865 6292008 6292008 665924965 TX 77521 6292062 6292062 665925509 NY 11590 6292067 6292067 665925558 TX 76267 6292086 6292086 665926663 TN 38133 6292109 6292109 665925954 CO 80602 6292116 6292116 665926028 CO 81007 6292135 6292135 665926218 NE 68456 6292138 6292138 665926242 TX 77469 6292151 6292151 665926374 CO 80221 6292153 6292153 665926390 TX 76140 6292167 6292167 665926523 CO 81005 6292169 6292169 665926549 IL 60090 6292172 6292172 665926572 FL 33033 6292174 6292174 665926598 IL 60506 6292185 6292185 665926747 IL 60120 6292206 6292206 665926952 IL 60073 6292221 6292221 665927109 CA 95388 6292250 6292250 665927398 CA 90220 6292297 6292297 665927869 MT 59701 6292306 6292306 665927950 CA 93535 6292331 6292331 665928206 CA 94503 6292341 6292341 665928305 UT 84663 6292354 6292354 665928420 WA 98844 6292357 6292357 665928453 WA 98387 6292364 6292364 665928529 CA 95602 6292391 6292391 665928792 GA 30228 6292409 6292409 665928974 WA 98290 6292411 6292411 665928990 IL 60107 6292415 6292415 665929030 WA 98639 6292431 6292431 665929196 CA 92780 6292452 6292452 665929394 UT 84041 6292458 6292458 665929451 CA 92701 6292463 6292463 665929501 TX 75060 6292465 6292465 665929527 CT 06615 6292469 6292469 666065115 IL 60101 6292472 6292472 665929592 MO 65810 6292493 6292493 665929808 CA 94804 6292499 6292499 665929840 CA 95823 6292520 6292520 665930053 FL 33014 6292533 6292533 665930186 OR 97303 6292536 6292536 665930210 WA 98002 6292576 6292576 665930616 CA 90031 6292580 6292580 665930657 CA 92111 6292582 6292582 665930673 TX 78704 6292588 6292588 665930731 CA 94544 6292591 6292591 665930764 TX 75132 6292594 6292594 665930780 TX 77065 6292604 6292604 665930889 CA 93306 6292608 6292608 665930913 CA 94544 6292615 6292615 665930988 CA 95206 6292657 6292657 665931390 CA 94062 6292677 6292677 665931598 TX 75228 6292686 6292686 665931689 TN 37938 6292723 6292723 665932059 TX 75126 6292730 6292730 665932125 CA 95355 6292733 6292733 665932158 CA 92084 6292778 6292778 665932661 IL 60534 6292786 6292786 665932745 IL 60626 6292789 6292789 665932778 IL 60090 6292791 6292791 665932794 CT 06811 6292817 6292817 665933057 GA 30215 6292841 6292841 665933297 CA 94509 6292854 6292854 665933420 CA 94533 6292863 6292863 665933511 CA 93905 6292894 6292894 665933792 CA 94533 6292903 6292903 665933883 CA 95404 6292906 6292906 665933917 TX 77092 6292920 6292920 665934055 TX 77083 6292934 6292934 665934196 FL 34668 6292980 6292980 665934659 CA 94112 6292985 6292985 665934709 TX 77545 6292986 6292986 665934717 VA 22191 6293002 6293002 665934873 FL 32836 6293012 6293012 665934972 CA 94019 6293023 6293023 665935086 CA 92530 6293036 6293036 665935219 CA 95503 6293042 6293042 665935276 TX 77301 6293048 6293048 665935334 WA 98346 6293059 6293059 665935441 CO 80004 6293060 6293060 665935458 VA 20170 6293075 6293075 665935607 WA 98584 6293080 6293080 665935656 WA 98270 6293103 6293103 665935888 WA 98208 6293155 6293155 665936381 TX 75070 6293162 6293162 665936456 NC 27217 6293166 6293166 665936498 FL 32835 6293178 6293178 665936613 NC 27516 6293187 6293187 665936704 FL 32812 6293191 6293191 665936746 TX 75216 6293192 6293192 665936753 TX 75089 6293204 6293204 665936878 IL 60443 6293214 6293214 665936977 TX 75115 6293228 6293228 665937116 TX 75087 6293249 6293249 665937322 CA 91706 6293270 6293270 665937538 CA 93552 6293293 6293293 665937769 CA 91107 6293314 6293314 665937967 IL 60110 6293330 6293330 665938122 CA 91744 6293348 6293348 665938304 CO 80247 6293381 6293381 665938635 CA 92235 6293389 6293389 665938866 AZ 85750 6293445 6293445 665939369 CO 80204 6293448 6293448 665939393 KY 40211 6293481 6293481 665939724 GA 30157 6293486 6293486 665939773 CO 80221 6293490 6293490 665939815 CA 90723 6293498 6293498 665939898 CA 93930 6293503 6293503 665939948 CA 93907 6293528 6293528 665940193 CA 95407 6293576 6293576 665940672 CA 95336 6293584 6293584 665940755 AZ 85017 6293588 6293588 665940797 OR 97333 6293605 6293605 665940961 CA 93215 6293613 6293613 665941043 OR 97128 6293618 6293618 665941092 CA 95357 6293654 6293654 665941449 AZ 85220 6293675 6293675 665941654 CA 90638 6293685 6293685 665941753 CA 95351 6293724 6293724 665942140 WA 98058 6293747 6293747 665942371 TX 78251 6293752 6293752 665942421 NY 11798 6293767 6293767 665942579 CA 95901 6293794 6293794 665942843 CA 90807 6293796 6293796 665942868 CA 92553 6293808 6293808 665942983 AL 35080 6293846 6293846 665943353 CA 94065 6293854 6293854 665943437 TX 75001 6293871 6293871 665943593 CA 90660 6293907 6293907 665943957 CA 95991 6293911 6293911 665943999 MO 65781 6293915 6293915 665944039 CA 94903 6293934 6293934 665944229 CA 94806 6293957 6293957 665944443 MD 21701 6293974 6293974 665944617 NE 68504 6294033 6294033 665945200 CT 06604 6294037 6294037 665945242 NJ 07843 6294043 6294043 665945366 FL 33147 6294052 6294052 665945457 NY 11692 6294084 6294084 665945770 MA 01841 6294089 6294089 665945820 SC 29456 6294103 6294103 665945960 MA 01524 6294117 6294117 665946109 VA 23310 6294145 6294145 665946380 CA 95123 6294154 6294154 665946471 UT 84601 6294168 6294168 665946612 CA 95127 6294189 6294189 665946828 TX 77449 6294207 6294207 665947008 UT 84043 6294221 6294221 665947149 CA 94303 6294224 6294224 665947172 TX 77083 6294230 6294230 665947230 CA 92551 6294278 6294278 665947719 FL 33134 6294285 6294285 666125505 IL 60628 6294294 6294294 665947875 NV 89122 6294302 6294302 665947958 CO 80013 6294337 6294337 665948303 IL 60827 6294397 6294397 665948881 IL 60461 6294409 6294409 665949004 MI 48083 6294455 6294455 665949467 TN 38118 6294458 6294458 665949491 CO 80134 6294461 6294461 665949525 AZ 85248 6294488 6294488 665949780 CO 80759 6294505 6294505 665949954 NH 03106 6294575 6294575 665950648 MI 48911 6294606 6294606 665950945 NY 12457 6294613 6294613 665951018 CA 93638 6294658 6294658 665951513 NY 11220 6294662 6294662 665951554 RI 02832 6294713 6294713 665952040 SC 29710 6294724 6294724 665952156 IA 52654 6294760 6294760 665952511 TX 77040 6294783 6294783 665952743 TX 76513 6294831 6294831 665953220 CO 80212 6294843 6294843 665953345 FL 33063 6294862 6294862 665953535 CA 93033 6294890 6294890 665953816 TX 75228 6294906 6294906 665953964 CA 92336 6294909 6294909 665953998 IL 61353 6294923 6294923 665954137 CO 80645 6294929 6294929 665954194 FL 33186 6294932 6294932 665954228 NY 11373 6294947 6294947 665957049 WA 98003 6294995 6294995 665954749 FL 33165 6295029 6295029 665957130 WA 98008 6295047 6295047 665955167 WA 98375 6295057 6295057 665955217 AK 99502 6295067 6295067 665955290 WA 98188 6295074 6295074 665955365 MI 49508 6295076 6295076 665955381 CA 93550 6295087 6295087 665955498 CA 95677 6295089 6295089 665955514 FL 32837 6295098 6295098 665955597 FL 32344 6295117 6295117 665955787 FL 32824 6295131 6295131 665955928 TX 77082 6295156 6295156 665956165 NV 89408 6295157 6295157 665956173 CA 92234 6295175 6295175 665956355 CA 94014 6295190 6295190 665956504 CA 91016 6295197 6295197 665956579 CA 94531 6295236 6295236 665956942 ND 58501 6295292 6295292 665957791 IL 61008 6295324 6295324 665958112 NY 11550 6295331 6295331 665958187 CA 93635 6295356 6295356 665958435 CO 80110 6295373 6295373 665958591 NJ 07052 6295407 6295407 665958930 FL 33166 6295423 6295423 665959094 FL 34608 6295429 6295429 665959151 CO 80010 6295503 6295503 665959888 TX 78748 6295531 6295531 665960167 RI 02888 6295539 6295539 665960241 GA 30253 6295577 6295577 665960621 UT 84058 6295587 6295587 665960720 CO 80011 6295599 6295599 665960845 WA 98030 6295603 6295603 665960886 OR 97756 6295609 6295609 665960944 WA 98038 6295614 6295614 665960993 FL 34208 6295625 6295625 665961108 CA 95828 6295646 6295646 665961298 CA 93307 6295698 6295698 665961736 TX 77065 6295700 6295700 665961751 WA 98632 6295710 6295710 665961835 CO 80122 6295712 6295712 665961850 OR 97045 6295717 6295717 665961900 CA 92844 6295725 6295725 665961983 UT 84004 6295726 6295726 665964029 OR 97233 6295764 6295764 665962346 IL 60564 6295804 6295804 665962734 TX 76040 6295806 6295806 665962759 NY 10547 6295822 6295822 665962916 FL 33431 6295842 6295842 665963112 CA 92240 6295848 6295848 665963179 FL 33069 6295870 6295870 665963393 CA 94619 6295901 6295901 665963708 CA 90703 6295936 6295936 665964227 CA 94547 6295948 6295948 665964342 GA 30088 6295962 6295962 665964482 NC 28314 6296000 6296000 665964862 FL 34761 6296005 6296005 665964912 MI 48626 6296034 6296034 665965208 CO 80247 6296074 6296074 665965604 FL 32807 6296083 6296083 665965695 TX 76513 6296104 6296104 665965901 CA 94579 6296115 6296115 665966016 IL 60176 6296128 6296128 665966149 TX 77040 6296138 6296138 665966248 LA 71107 6296145 6296145 665966313 CA 92220 6296190 6296190 665966768 CA 92841 6296193 6296193 665966792 CO 80538 6296204 6296204 665966909 CA 95991 6296231 6296231 665967147 CA 96019 6296234 6296234 665967170 MD 21213 6296238 6296238 665967212 CA 93033 6296266 6296266 665967485 CA 95828 6296271 6296271 665967535 UT 84116 6296279 6296279 665967618 NV 89012 6296303 6296303 665967857 TX 78227 6296320 6296320 665968020 MD 21157 6296373 6296373 665968558 CA 94544 6296378 6296378 665968608 TX 75442 6296383 6296383 665968657 UT 84084 6296399 6296399 665968814 AZ 85714 6296405 6296405 665968871 CA 95436 6296408 6296408 665968905 WA 98023 6296428 6296428 665969093 FL 33525 6296461 6296461 665969424 TN 37138 6296513 6296513 665969945 CA 93455 6296528 6296528 665970067 TX 77479 6296543 6296543 665970216 TX 77566 6296575 6296575 665970539 FL 33178 6296597 6296597 665970752 CA 95358 6296603 6296603 665970810 UT 84118 6296619 6296619 665971065 TN 37921 6296685 6296685 665971719 GA 30291 6296691 6296691 665971776 TX 75048 6296704 6296704 665971909 TN 37912 6296740 6296740 665972261 CO 81506 6296744 6296744 665972303 MD 20853 6296751 6296751 665972378 TX 78258 6296787 6296787 665972717 CA 90723 6296817 6296817 665973004 MD 21921 6296836 6296836 665973194 TX 77583 6296874 6296874 665973574 CA 94531 6296889 6296889 665973723 NC 28602 6296895 6296895 665973780 IL 60073 6296921 6296921 665974044 CA 92683 6296929 6296929 665974101 IL 60153 6296933 6296933 665974143 TX 78613 6296963 6296963 665974374 CA 93230 6296972 6296972 665974465 CA 92870 6296990 6296990 665974648 TX 75217 6296994 6296994 665974689 CO 80122 6297015 6297015 665977773 WA 98204 6297048 6297048 665975108 CA 93635 6297057 6297057 665975199 WA 98284 6297062 6297062 665975249 TX 75051 6297102 6297102 665975645 FL 33032 6297105 6297105 665975678 TX 75287 6297107 6297107 665975694 CA 91208 6297146 6297146 665976080 MI 48025 6297176 6297176 665976387 TX 77084 6297200 6297200 665976627 CA 95403 6297206 6297206 665976684 NY 11691 6297207 6297207 665976692 TX 78006 6297226 6297226 665976882 TX 78660 6297260 6297260 665977187 CO 80525 6297262 6297262 665977203 VA 24540 6297270 6297270 665977435 FL 33076 6297341 6297341 665978243 CO 80401 6297343 6297343 665978268 WI 53110 6297344 6297344 665978276 NC 28376 6297361 6297361 665978433 TX 77070 6297378 6297378 665978607 CA 91601 6297398 6297398 665978805 IL 60639 6297406 6297406 665978888 NY 11552 6297420 6297420 665979027 CA 90031 6297427 6297427 665979092 CA 94544 6297440 6297440 665979225 CA 95242 6297451 6297451 665979332 CA 96001 6297452 6297452 665979340 TX 77545 6297482 6297482 665979639 GA 30507 6297490 6297490 665979696 CA 95376 6297491 6297491 665979704 CA 90022 6297505 6297505 665979845 TX 77014 6297512 6297512 665979910 GA 30157 6297530 6297530 665980074 CO 80915 6297566 6297566 665980439 CA 94509 6297605 6297605 665980827 FL 33016 6297606 6297606 665980835 CO 80010 6297642 6297642 665981197 TX 79905 6297654 6297654 665981312 TX 78613 6297688 6297688 665981650 TN 38017 6297740 6297740 665982161 WA 98387 6297755 6297755 665982310 IL 60157 6297758 6297758 665982344 FL 33322 6297775 6297775 665982518 CA 92324 6297786 6297786 665982625 CA 92801 6297797 6297797 665982732 IL 60473 6297799 6297799 665982757 CO 80005 6297831 6297831 665983060 PA 19320 6297840 6297840 665983151 NJ 07306 6297884 6297884 665983631 GA 30005 6297946 6297946 665984241 TX 78251 6297960 6297960 665984373 TX 76116 6297983 6297983 665984605 TX 78209 6298000 6298000 665984779 UT 84084 6298079 6298079 665985552 MD 21215 6298082 6298082 665985586 CO 80916 6298085 6298085 665985610 AK 99516 6298116 6298116 665985925 TX 78640 6298118 6298118 665985941 CO 80219 6298148 6298148 665986246 CA 95391 6298160 6298160 665986345 UT 84066 6298162 6298162 665986360 PA 19320 6298171 6298171 665986451 OR 97355 6298185 6298185 665986592 CA 95838 6298201 6298201 665986758 CA 92027 6298209 6298209 665986832 IL 60629 6298217 6298217 665986915 FL 33428 6298218 6298218 665986923 CA 95828 6298220 6298220 665986949 CA 94568 6298248 6298248 665987228 CA 95128 6298307 6298307 665987814 NC 28269 6298330 6298330 665988044 MD 20603 6298365 6298365 665988390 IL 60453 6298376 6298376 665988507 CA 95959 6298398 6298398 665988721 CO 80249 6298401 6298401 665988754 FL 33166 6298402 6298402 665988762 WA 98144 6298411 6298411 665988853 CA 92557 6298440 6298440 665989141 CA 92503 6298449 6298449 665989232 CO 80524 6298455 6298455 665989299 TX 75088 6298460 6298460 665989349 TX 77479 6298462 6298462 665989364 UT 84104 6298514 6298514 665989976 UT 84053 6298574 6298574 665990578 NV 89121 6298590 6298590 665990735 IA 52405 6298597 6298597 665990800 WA 98408 6298623 6298623 665991063 WI 53204 6298643 6298643 665991261 CA 90403 6298659 6298659 665991428 TX 76044 6298665 6298665 665991485 TX 75098 6298666 6298666 665991493 WA 98392 6298680 6298680 665991634 CA 95978 6298685 6298685 665991683 CA 95632 6298711 6298711 665991949 OR 97383 6298732 6298732 665992152 WA 98685 6298742 6298742 665992251 CA 94014 6298761 6298761 665992434 CO 80221 6298813 6298813 665992954 FL 33157 6298856 6298856 665993382 MD 21207 6298860 6298860 665993424 CA 94587 6298894 6298894 665993762 TX 77386 6298899 6298899 665993812 IL 60172 6298912 6298912 665993945 GA 30331 6298923 6298923 665994059 NC 28052 6298941 6298941 665994224 FL 33810 6298969 6298969 665994505 LA 70507 6298986 6298986 665994679 CA 93030 6298988 6298988 665994695 OR 97146 6299039 6299039 665995197 PA 18444 6299068 6299068 665995486 CA 95630 6299103 6299103 665995833 CA 91343 6299129 6299129 665996088 TX 77099 6299132 6299132 665996112 RI 02916 6299140 6299140 665996195 TX 76053 6299156 6299156 665996336 TX 77905 6299161 6299161 665996385 CA 92316 6299170 6299170 665996476 TN 37938 6299183 6299183 665996609 AL 35020 6299187 6299187 665996633 TX 78063 6299189 6299189 665996773 IL 60617 6299199 6299199 665996815 CO 80238 6299243 6299243 665997250 CO 81006 6299301 6299301 665997839 CO 80917 6299312 6299312 665997946 CA 93291 6299376 6299376 665998589 CA 92316 6299395 6299395 665998779 WY 82935 6299403 6299403 665998852 CO 80015 6299467 6299467 665999496 CA 93611 6299471 6299471 665999538 NH 03044 6299501 6299501 665999835 CA 90062 6299510 6299510 665999926 CA 93063 6299513 6299513 665999959 CA 95358 6299524 6299524 666000062 AL 35115 6299533 6299533 666000153 VA 22630 6299539 6299539 666000211 TX 75567 6299542 6299542 666000245 OR 97301 6299549 6299549 666000310 NY 11552 6299556 6299556 666000385 MT 59635 6299610 6299610 666000823 IL 60505 6299632 6299632 666000971 OR 97449 6299656 6299656 666001219 CA 91342 6299670 6299670 666001359 CA 94542 6299710 6299710 666001748 TN 38401 6299753 6299753 666002175 CA 94015 6299754 6299754 666002183 TX 75422 6299756 6299756 666002209 CA 90638 6299757 6299757 666002217 CA 91744 6299765 6299765 666002290 TN 37013 6299777 6299777 666002407 CA 90041 6299801 6299801 666002647 CA 93905 6299818 6299818 666002811 TN 37849 6299845 6299845 666003082 MD 21769 6299851 6299851 666003140 TX 76301 6299877 6299877 666003371 PA 17830 6299897 6299897 666004023 IL 60531 6299937 6299937 666004221 TX 76010 6299942 6299942 666004270 CO 81401 6299959 6299959 666004445 FL 32738 6299971 6299971 666004569 UT 84065 6299973 6299973 666004585 TN 37066 6299975 6299975 666004601 CO 80235 6300013 6300013 666004973 AL 35244 6300015 6300015 666004999 MD 20735 6300044 6300044 666005285 TX 78613 6300080 6300080 666005640 CA 95407 6300104 6300104 666005889 TX 77035 6300136 6300136 666006184 CA 93067 6300155 6300155 666006374 CA 90001 6300172 6300172 666006549 CO 80021 6300194 6300194 666006762 CA 91744 6300207 6300207 666006895 NY 11510 6300211 6300211 666006937 SC 29732 6300244 6300244 666007174 WA 98375 6300253 6300253 666007257 CA 92509 6300256 6300256 666007281 OK 74426 6300272 6300272 666007448 IL 60636 6300311 6300311 666007836 UT 84606 6300326 6300326 666007984 OR 97477 6300340 6300340 666010418 GA 30297 6300366 6300366 666008354 UT 84044 6300373 6300373 666009451 WA 98033 6300384 6300384 666008438 TX 75707 6300387 6300387 666008461 TX 77382 6300399 6300399 666009568 WA 98683 6300430 6300430 666008784 CA 94533 6300435 6300435 666008834 TX 75204 6300449 6300449 666008933 TX 77356 6300452 6300452 666008966 WY 82935 6300462 6300462 666009063 TX 76262 6300528 6300528 666010061 CO 80203 6300536 6300536 666010145 CO 80543 6300542 6300542 666010202 CO 80550 6300544 6300544 666010228 UT 84118 6300550 6300550 666010285 UT 84032 6300561 6300561 666010517 NC 27615 6300602 6300602 666010913 FL 33166 6300609 6300609 666010988 CT 06519 6300614 6300614 666011036 NV 89145 6300660 6300660 666011499 UT 84043 6300672 6300672 666011606 CO 80138 6300686 6300686 666011747 CA 91730 6300700 6300700 666011887 MA 02379 6300706 6300706 666011945 TX 76020 6300737 6300737 666012257 CA 94066 6300765 6300765 666012521 NY 10550 6300780 6300780 666012679 CA 95111 6300810 6300810 666012976 IL 60118 6300836 6300836 666013222 FL 32246 6300870 6300870 666013552 IL 60630 6300885 6300885 666013693 GA 30233 6300908 6300908 666013909 WA 98372 6300932 6300932 666017322 GA 30215 6300946 6300946 666014261 TX 75081 6300963 6300963 666014436 NC 28206 6300977 6300977 666014576 CA 95020 6300979 6300979 666014592 IL 60656 6300982 6300982 666113683 IL 60629 6301001 6301001 666014808 NJ 07202 6301035 6301035 666015144 CA 91342 6301047 6301047 666015268 TX 75121 6301056 6301056 666015359 CO 80916 6301059 6301059 666015383 CA 92337 6301107 6301107 666015854 NE 68505 6301115 6301115 666015938 KY 40208 6301126 6301126 666016043 CA 92870 6301202 6301202 666016753 FL 33157 6301212 6301212 666016845 TX 76018 6301249 6301249 666017447 CA 95033 6301285 6301285 666017728 CO 80229 6301293 6301293 666017801 GA 30043 6301308 6301308 666017959 TX 77449 6301310 6301310 666017975 NY 11203 6301314 6301314 666018015 CO 80003 6301316 6301316 666018031 CO 80129 6301320 6301320 666018072 FL 34119 6301322 6301322 666018098 GA 30236 6301333 6301333 666018205 IN 47167 6301346 6301346 666018338 TN 37341 6301353 6301353 666018403 TX 79912 6301367 6301367 666018544 CA 91710 6301438 6301438 666019252 CO 81637 6301442 6301442 666019294 CA 91791 6301449 6301449 666019369 TX 78210 6301455 6301455 666019427 NY 11433 6301549 6301549 666020367 AL 35758 6301558 6301558 666020458 WA 98387 6301606 6301606 666020938 CA 93307 6301746 6301746 666022330 TX 76052 6301767 6301767 666022546 FL 33141 6301799 6301799 666022868 FL 32835 6301845 6301845 666023296 TX 77573 6301852 6301852 666023361 TX 75672 6301857 6301857 666023411 CA 91344 6301874 6301874 666023585 IL 60440 6301879 6301879 666023635 GA 30019 6301900 6301900 666023908 CA 91001 6301970 6301970 666024609 CT 06475 6301996 6301996 666024864 WA 98387 6302019 6302019 666025093 CA 95842 6302026 6302026 666025168 GA 30273 6302034 6302034 666025242 CA 92392 6302048 6302048 666025382 CA 94080 6302052 6302052 666025424 CA 95833 6302066 6302066 666025564 CA 94603 6302078 6302078 666025689 TX 77632 6302111 6302111 666026018 NY 11429 6302129 6302129 666026190 WA 98682 6302136 6302136 666026265 WA 98198 6302142 6302142 666026323 WA 98408 6302193 6302193 666026836 TX 76020 6302245 6302245 666027354 CO 80909 6302259 6302259 666027495 GA 30236 6302281 6302281 666027719 CA 95337 6302301 6302301 666027909 CO 80104 6302306 6302306 666027958 TX 76034 6302307 6302307 666027966 NY 11421 6302325 6302325 666028147 LA 70755 6302346 6302346 666028352 NC 27405 6302374 6302374 666028634 CA 92627 6302400 6302400 666028899 CT 06606 6302444 6302444 666029319 TN 37415 6302455 6302455 666029426 FL 34691 6302524 6302524 666030192 NY 11233 6302537 6302537 666030325 IL 60645 6302540 6302540 666030358 CA 93637 6302668 6302668 666031620 CA 94568 6302687 6302687 666031794 CA 94025 6302693 6302693 666031851 UT 84118 6302700 6302700 666031927 MD 21221 6302740 6302740 666032321 CA 95661 6302754 6302754 666032461 FL 33179 6302759 6302759 666032511 CA 94619 6302781 6302781 666032735 IL 60647 6302788 6302788 666032800 CA 94605 6302863 6302863 666033543 CA 90221 6302876 6302876 666033675 TX 77388 6302944 6302944 666034350 NC 28025 6302954 6302954 666034459 NC 28105 6302957 6302957 666034483 TX 78664 6302980 6302980 666034707 TN 37036 6303015 6303015 666035050 VA 20155 6303029 6303029 666198510 NE 68506 6303043 6303043 666036215 CO 80246 6303071 6303071 666035571 TX 76067 6303073 6303073 666035597 IL 60123 6303107 6303107 666035928 VA 22015 6303120 6303120 666036033 CO 80030 6303261 6303261 666037593 CA 91387 6303262 6303262 666037601 TX 75216 6303265 6303265 666037635 TX 78626 6303278 6303278 666037767 IL 60803 6303354 6303354 666038518 GA 30058 6303410 6303410 666039078 UT 84106 6303433 6303433 666039300 CA 92553 6303463 6303463 666039607 TX 78071 6303545 6303545 666040423 CO 81652 6303569 6303569 666040662 MI 48044 6303571 6303571 666040688 FL 33626 6303576 6303576 666040738 NY 12209 6303595 6303595 666040928 FL 33016 6303609 6303609 666041066 CO 80013 6303691 6303691 666041918 NY 13021 6303703 6303703 666042031 IL 60645 6303732 6303732 666042387 GA 30312 6303794 6303794 666042981 CA 90255 6303807 6303807 666043112 CO 80013 6303810 6303810 666043146 TX 79928 6303816 6303816 666043203 CA 91350 6303826 6303826 666043302 CA 94603 6303856 6303856 666043609 CA 92411 6303886 6303886 666043906 GA 30238 6303894 6303894 666043989 GA 30324 6303924 6303924 666044284 WA 98133 6303926 6303926 666044300 PA 19027 6303978 6303978 666044821 WA 98512 6303987 6303987 666044912 UT 84043 6303990 6303990 666044946 WA 98294 6303993 6303993 666044979 NC 27262 6304005 6304005 666045091 UT 84065 6304051 6304051 666045547 FL 33781 6304081 6304081 666045844 TX 78729 6304175 6304175 666046768 WI 53090 6304183 6304183 666046842 PA 16201 6304203 6304203 666047048 CO 80249 6304268 6304268 666058441 CA 95610 6304287 6304287 666047964 CA 93534 6304334 6304334 666048434 UT 84720 6304343 6304343 666048525 GA 30144 6304345 6304345 666048541 CA 93307 6304373 6304373 666048822 CA 93436 6304455 6304455 666049648 NC 28226 6304543 6304543 666050521 UT 84121 6304554 6304554 666050638 GA 30054 6304555 6304555 666050646 CA 92880 6304583 6304583 666050927 CO 80229 6304584 6304584 666050935 TX 78242 6304587 6304587 666050968 NH 03104 6304606 6304606 666051156 UT 84015 6304618 6304618 666051271 CA 92316 6304621 6304621 666051305 MI 49505 6304688 6304688 666051966 IL 60901 6304739 6304739 666052469 FL 33016 6304790 6304790 666052972 CA 91107 6304795 6304795 666053020 CO 80538 6304813 6304813 666053202 CO 80134 6304847 6304847 666053541 IL 60613 6304853 6304853 666053608 NC 28214 6304992 6304992 666054994 WA 98374 6304995 6304995 666055025 CA 94590 6305001 6305001 666055082 CA 94608 6305026 6305026 666055322 SC 29681 6305041 6305041 666055470 TX 75092 6305063 6305063 666055686 WA 98022 6305077 6305077 666055777 CO 80130 6305080 6305080 666055801 OR 97128 6305116 6305116 666056056 GA 30701 6305210 6305210 666056924 WI 53049 6305232 6305232 666057146 CA 92807 6305251 6305251 666057336 CA 95116 6305263 6305263 666057450 CA 92707 6305270 6305270 666057526 FL 32707 6305277 6305277 666057591 TX 77535 6305432 6305432 666059423 TX 76133 6305481 6305481 666059910 CA 95620 6305496 6305496 666060066 CO 81007 6305507 6305507 666060173 NY 10977 6305510 6305510 666170832 MD 20715 6305537 6305537 666060462 UT 84118 6305543 6305543 666060520 CA 93030 6305550 6305550 666060595 FL 33166 6305581 6305581 666060900 CA 95673 6305733 6305733 666062393 TX 77045 6305795 6305795 666062922 NY 11510 6305824 6305824 666063219 CA 95204 6305825 6305825 666063227 AZ 85201 6305836 6305836 666063334 IL 60651 6305854 6305854 666063516 AZ 85037 6305926 6305926 666064233 CA 94585 6305951 6305951 666064480 CA 94578 6305963 6305963 666064605 TN 37642 6305965 6305965 666064621 CA 91350 6305975 6305975 666064720 TX 76111 6306013 6306013 666065263 CO 80525 6306016 6306016 666065297 FL 32807 6306019 6306019 666065321 GA 30507 6306035 6306035 666065487 CO 80112 6306136 6306136 666066485 CA 93535 6306176 6306176 666066881 MO 65613 6306232 6306232 666067442 CA 93619 6306261 6306261 666067731 WA 98445 6306263 6306263 666067756 MD 20747 6306270 6306270 666067822 IL 60466 6306277 6306277 666067897 CA 94544 6306301 6306301 666068135 CA 94546 6306303 6306303 666068150 CO 80401 6306344 6306344 666068564 TX 78216 6306350 6306350 666068622 IL 60623 6306360 6306360 666068721 IL 60472 6306367 6306367 666068796 CO 80015 6306382 6306382 666068945 TX 78218 6306383 6306383 666068952 GA 30034 6306385 6306385 666068978 GA 30349 6306390 6306390 666069026 MO 63136 6306426 6306426 666069364 TX 77554 6306451 6306451 666069612 MD 20747 6306465 6306465 666069752 TX 75043 6306476 6306476 666069869 NV 89025 6306530 6306530 666070404 TN 37922 6306536 6306536 666070461 MA 01702 6306541 6306541 666070511 FL 34203 6306588 6306588 666071006 GA 30344 6306595 6306595 666071071 IL 60617 6306604 6306604 666071162 CO 80203 6306615 6306615 666071279 CA 95307 6306620 6306620 666071329 CA 95407 6306654 6306654 666071667 OK 73116 6306710 6306710 666072202 TX 75230 6306726 6306726 666072368 TX 78840 6306750 6306750 666072590 OR 97527 6306760 6306760 666072699 TN 37849 6306778 6306778 666072871 TX 78240 6306831 6306831 666073408 CA 94801 6306842 6306842 666073515 WA 98499 6306848 6306848 666073572 WA 98002 6306866 6306866 666073754 CA 95391 6306873 6306873 666073820 CO 80017 6306878 6306878 666073879 IL 60621 6306885 6306885 666073945 WA 98023 6306887 6306887 666073960 WA 98274 6306895 6306895 666074042 CA 95240 6306904 6306904 666074133 TX 78254 6306913 6306913 666074224 WA 98106 6306942 6306942 666074513 TX 75181 6306960 6306960 666074695 CO 80219 6306971 6306971 666074802 NE 68110 6306980 6306980 666074885 GA 30312 6307035 6307035 666075403 CA 95210 6307071 6307071 666075858 GA 30127 6307096 6307096 666076104 CA 93204 6307101 6307101 666087564 CA 93612 6307125 6307125 666076385 CO 80011 6307144 6307144 666076567 UT 84121 6307151 6307151 666076633 CO 80220 6307153 6307153 666076658 NJ 08609 6307169 6307169 666076815 CA 95019 6307214 6307214 666077268 CO 81019 6307222 6307222 666077342 OR 97219 6307234 6307234 666077466 CO 80401 6307236 6307236 666077482 NV 89141 6307275 6307275 666077870 CA 90063 6307311 6307311 666078233 WA 98408 6307321 6307321 666078332 FL 33711 6307336 6307336 666078480 GA 30274 6307369 6307369 666078811 GA 31820 6307380 6307380 666078928 VA 22923 6307397 6307397 666079090 CT 06238 6307425 6307425 666079371 NC 28208 6307456 6307456 666079686 CO 80205 6307489 6307489 666080007 IL 60639 6307493 6307493 666080049 TX 77469 6307497 6307497 666080080 CO 80908 6307532 6307532 666080429 CA 94801 6307550 6307550 666080601 IL 60617 6307588 6307588 666080981 TN 38076 6307605 6307605 666081161 IL 61103 6307638 6307638 666081567 IL 60426 6307646 6307646 666081641 CA 93927 6307656 6307656 666081740 MA 01201 6307660 6307660 666081781 CA 95831 6307672 6307672 666081906 NC 27107 6307699 6307699 666082169 CO 80016 6307713 6307713 666082300 OK 73170 6307717 6307717 666082342 CO 80226 6307770 6307770 666082870 CA 90003 6307792 6307792 666083092 CA 93215 6307796 6307796 666083134 TX 77082 6307812 6307812 666083290 MI 48854 6307820 6307820 666083373 CA 93427 6307849 6307849 666083662 OR 97006 6307854 6307854 666083712 WA 98638 6307858 6307858 666083753 WA 98092 6307958 6307958 666084744 CA 94937 6307966 6307966 666084827 OK 73003 6307979 6307979 666084959 WA 98074 6308017 6308017 666085329 NC 28472 6308051 6308051 666085659 TX 78102 6308054 6308054 666085683 NV 89108 6308059 6308059 666085733 WA 98284 6308067 6308067 666087242 OR 97301 6308076 6308076 666085873 FL 33196 6308094 6308094 666086046 FL 33174 6308108 6308108 666086186 CA 94124 6308115 6308115 666086251 TX 76010 6308118 6308118 666086285 CA 93706 6308133 6308133 666086434 CA 92821 6308148 6308148 666086582 CA 90250 6308163 6308163 666086731 WA 98155 6308164 6308164 666086749 TX 75216 6308221 6308221 666087358 IL 60435 6308263 6308263 666087796 GA 30045 6308267 6308267 666087838 CT 06040 6308311 6308311 666088265 TX 77356 6308349 6308349 666088646 CA 95684 6308357 6308357 666088729 CA 95127 6308369 6308369 666088836 IL 60099 6308402 6308402 666089164 CO 80526 6308423 6308423 666089370 CA 93630 6308442 6308442 666089560 IL 60139 6308456 6308456 666089701 CA 96080 6308477 6308477 666089917 UT 84104 6308482 6308482 666089958 WA 98409 6308483 6308483 666089966 CA 94517 6308493 6308493 666090055 MA 01852 6308495 6308495 666090071 CA 91331 6308505 6308505 666090170 CA 95111 6308522 6308522 666090345 UT 84010 6308531 6308531 666090428 TX 77070 6308568 6308568 666090790 OK 73132 6308579 6308579 666094503 GA 30290 6308588 6308588 666090980 AZ 85022 6308623 6308623 666091335 CA 94085 6308635 6308635 666091442 AK 99517 6308650 6308650 666091582 FL 32526 6308664 6308664 666091723 IL 60104 6308676 6308676 666091848 UT 84043 6308677 6308677 666091855 NY 11764 6308683 6308683 666091913 NY 10956 6308685 6308685 666091939 NC 27021 6308694 6308694 666092028 TX 77073 6308734 6308734 666092424 IL 60153 6308746 6308746 666092549 NV 89506 6308764 6308764 666092721 FL 33065 6308776 6308776 666092846 CT 06610 6308794 6308794 666093026 TX 77545 6308817 6308817 666094537 TN 37042 6308841 6308841 666093455 CA 91007 6308869 6308869 666093760 IL 60048 6308893 6308893 666094008 NC 27828 6308900 6308900 666094073 IL 60443 6308908 6308908 666094156 FL 33060 6308928 6308928 666094354 IN 46910 6308936 6308936 666094438 FL 33319 6308942 6308942 666094552 CO 80221 6308965 6308965 666094784 GA 30096 6308967 6308967 666094800 NY 11423 6308977 6308977 666094909 FL 34736 6309007 6309007 666095203 CA 95076 6309013 6309013 666095260 CA 91342 6309025 6309025 666095385 TX 75104 6309065 6309065 666095781 UT 84663 6309072 6309072 666095856 MT 59404 6309087 6309087 666096003 CA 95624 6309097 6309097 666096102 CO 80550 6309101 6309101 666096144 CA 95340 6309112 6309112 666096250 CA 92571 6309123 6309123 666096367 CA 95831 6309129 6309129 666096425 IL 60459 6309143 6309143 666096565 CA 91768 6309158 6309158 666096714 FL 34232 6309185 6309185 666096987 CA 92337 6309192 6309192 666097043 CA 91730 6309196 6309196 666097084 TX 78746 6309206 6309206 666097183 NC 28314 6309240 6309240 666097522 FL 32822 6309247 6309247 666097571 CO 80442 6309257 6309257 666097670 CA 95123 6309267 6309267 666097779 CO 80236 6309276 6309276 666097860 OR 97217 6309291 6309291 666097993 CA 92606 6309334 6309334 666098413 CA 94590 6309339 6309339 666098462 CA 92025 6309340 6309340 666098470 AZ 85202 6309374 6309374 666098819 CA 92880 6309386 6309386 666098934 TX 75801 6309392 6309392 666098991 TX 77584 6309396 6309396 666099031 CA 91722 6309400 6309400 666099072 CA 92592 6309431 6309431 666099387 IL 60441 6309441 6309441 666099486 NE 68786 6309453 6309453 666099601 OK 74137 6309457 6309457 666099643 CA 94063 6309478 6309478 666099858 IL 60621 6309480 6309480 666099874 MO 63137 6309483 6309483 666099908 TX 77388 6309487 6309487 666099940 FL 32257 6309502 6309502 666100094 CA 90222 6309503 6309503 666100102 MD 20784 6309555 6309555 666100680 PA 19036 6309564 6309564 666165535 GA 30310 6309565 6309565 666100789 NC 28301 6309599 6309599 666101126 NC 28127 6309614 6309614 666101274 CO 81652 6309616 6309616 666101290 CA 95823 6309632 6309632 666101456 CA 95020 6309652 6309652 666101654 CT 06517 6309665 6309665 666101787 TX 79762 6309675 6309675 666101886 WY 82601 6309710 6309710 666102231 IL 60409 6309717 6309717 666102306 CA 95817 6309789 6309789 666103023 WA 98532 6309801 6309801 666106943 WA 98875 6309824 6309824 666106968 WA 98047 6309854 6309854 666103643 CA 92262 6309887 6309887 666103973 CA 95365 6309896 6309896 666104062 GA 30238 6309905 6309905 666104153 CA 94577 6309915 6309915 666104252 IL 60073 6309925 6309925 666104351 CA 94547 6309933 6309933 666104435 NC 28146 6309934 6309934 666104443 CA 91030 6309938 6309938 666104484 CA 94565 6309945 6309945 666104559 TN 38141 6309956 6309956 666104666 TX 76259 6309983 6309983 666104930 CA 95351 6309993 6309993 666105010 GA 30008 6309994 6309994 666105028 NY 11218 6310003 6310003 666105101 TX 76018 6310008 6310008 666105150 CA 95019 6310098 6310098 666106026 LA 71112 6310105 6310105 666106091 CA 90605 6310111 6310111 666106158 FL 33142 6310125 6310125 666106299 IL 60643 6310166 6310166 666106703 CA 91402 6310182 6310182 666107016 NY 10940 6310193 6310193 666107040 NC 27883 6310227 6310227 666107404 SC 29073 6310316 6310316 666108279 CO 80226 6310317 6310317 666108287 CA 93033 6310319 6310319 666108303 CO 81623 6310327 6310327 666108386 CA 92504 6310345 6310345 666108568 CA 95403 6310349 6310349 666108600 CA 93307 6310375 6310375 666108865 FL 33462 6310379 6310379 666108907 CA 95023 6310387 6310387 666108980 LA 71360 6310423 6310423 666109343 CA 92802 6310427 6310427 666109384 CA 93274 6310451 6310451 666109608 CA 94541 6310509 6310509 666110150 TX 77086 6310517 6310517 666110234 SC 29715 6310526 6310526 666110325 FL 34655 6310537 6310537 666110432 LA 70814 6310542 6310542 666110481 TX 75052 6310550 6310550 666110564 FL 32009 6310552 6310552 666110580 WA 98626 6310575 6310575 666110812 NE 68323 6310586 6310586 666110929 WA 98682 6310616 6310616 666111224 CA 95630 6310618 6310618 666111240 TX 77365 6310633 6310633 666111398 CA 94544 6310640 6310640 666111463 WA 98068 6310661 6310661 666111661 GA 30341 6310673 6310673 666111786 NY 11763 6310701 6310701 666112057 CA 91351 6310769 6310769 666112719 IL 60115 6310778 6310778 666112800 WI 53220 6310805 6310805 666113071 FL 33810 6310819 6310819 666113212 IL 60646 6310840 6310840 666113451 CO 80232 6310849 6310849 666113543 NM 87015 6310859 6310859 666113758 CO 80003 6310907 6310907 666114228 CA 95608 6310956 6310956 666114715 TN 37186 6310961 6310961 666114764 NY 11208 6310979 6310979 666114947 CA 95828 6310989 6310989 666115043 CA 92881 6310990 6310990 666115050 CA 94533 6311022 6311022 666115357 CO 81625 6311062 6311062 666115753 CA 94541 6311079 6311079 666115928 OR 97222 6311095 6311095 666116082 TN 37087 6311099 6311099 666116124 OK 73120 6311131 6311131 666116421 OK 73013 6311137 6311137 666116488 TN 37849 6311138 6311138 666116496 TX 75070 6311152 6311152 666116637 CT 06457 6311158 6311158 666116694 CA 95835 6311187 6311187 666116983 CA 90255 6311191 6311191 666117023 IN 47978 6311206 6311206 666117171 CA 95219 6311208 6311208 666117197 CA 92530 6311213 6311213 666117247 TX 75228 6311220 6311220 666117312 CO 80239 6311227 6311227 666117379 OK 73401 6311239 6311239 666117478 IL 60473 6311243 6311243 666117510 NC 28792 6311255 6311255 666117635 MO 63135 6311280 6311280 666117882 CO 80601 6311299 6311299 666118062 CO 80033 6311311 6311311 666118187 MD 20886 6311313 6311313 666118203 CA 93705 6311330 6311330 666118377 CA 94568 6311340 6311340 666118476 CA 95111 6311363 6311363 666118708 CA 92316 6311368 6311368 666118757 CA 95123 6311370 6311370 666118773 TX 77385 6311383 6311383 666119490 CA 91722 6311403 6311403 666119094 CA 92882 6311427 6311427 666119300 IL 60104 6311473 6311473 666119904 CO 80239 6311522 6311522 666120381 NC 28312 6311543 6311543 666120597 MD 20784 6311562 6311562 666120787 MI 48195 6311567 6311567 666120837 CA 94954 6311569 6311569 666120852 CA 94621 6311589 6311589 666121058 CA 95340 6311597 6311597 666121132 CA 94603 6311609 6311609 666121256 CA 92677 6311614 6311614 666121306 MA 01201 6311629 6311629 666121454 WA 98012 6311665 6311665 666121819 CA 94014 6311666 6311666 666121827 CA 95376 6311693 6311693 666122098 CA 93257 6311697 6311697 666122130 CA 93906 6311715 6311715 666122312 CO 80239 6311717 6311717 666122338 CA 90021 6311732 6311732 666122486 MA 02360 6311763 6311763 666122759 TN 38125 6311784 6311784 666122957 CA 94806 6311792 6311792 666123039 OK 74401 6311796 6311796 666123070 IL 60544 6311799 6311799 666123104 CA 95320 6311806 6311806 666123179 FL 33020 6311835 6311835 666123468 CO 80433 6311843 6311843 666123542 CO 80118 6311880 6311880 666123914 CA 95824 6311882 6311882 666123930 CA 95307 6311883 6311883 666123948 CO 80004 6311894 6311894 666124052 CA 95678 6311895 6311895 666124060 CA 94565 6311900 6311900 666124110 TN 37920 6311919 6311919 666124292 CA 95127 6311933 6311933 666124433 IL 60914 6311937 6311937 666124474 CT 06098 6311938 6311938 666124482 PA 17737 6311949 6311949 666124599 WA 98248 6311975 6311975 666124854 FL 33015 6311978 6311978 666124888 IL 60619 6311979 6311979 666124896 IL 60624 6311985 6311985 666124953 TX 76401 6311987 6311987 666124979 MA 02072 6311994 6311994 666125042 MA 02302 6311997 6311997 666125075 WI 54529 6312012 6312012 666125224 WI 53206 6312028 6312028 666125380 WA 98303 6312051 6312051 666125695 OR 97402 6312054 6312054 666125729 WA 98565 6312081 6312081 666125992 TX 77346 6312095 6312095 666126131 FL 33020 6312097 6312097 666126156 TX 76118 6312117 6312117 666126354 WA 98065 6312119 6312119 666126370 OR 97321 6312158 6312158 666126768 CA 93551 6312163 6312163 666126818 CO 80128 6312184 6312184 666127022 OR 97305 6312190 6312190 666127089 CA 91768 6312210 6312210 666127287 WA 98058 6312215 6312215 666127337 OR 97026 6312250 6312250 666127683 UT 84315 6312256 6312256 666127741 FL 33174 6312265 6312265 666127832 CA 94580 6312302 6312302 666128202 WA 98002 6312322 6312322 666128392 CA 92240 6312325 6312325 666128426 TX 77033 6312384 6312384 666129010 TX 78634 6312412 6312412 666129291 WA 98422 6312420 6312420 666129374 NE 68521 6312434 6312434 666129515 IN 47714 6312444 6312444 666129614 TN 37801 6312455 6312455 666129721 TX 78613 6312476 6312476 666129911 CA 95824 6312497 6312497 666403902 NJ 07087 6312507 6312507 666130224 TX 77072 6312543 6312543 666130588 FL 33312 6312554 6312554 666130695 TX 77077 6312556 6312556 666130711 CO 80122 6312558 6312558 666130737 TN 37034 6312563 6312563 666130786 CO 80226 6312566 6312566 666130810 CO 80220 6312569 6312569 666130844 TX 75180 6312575 6312575 666130901 TN 37129 6312585 6312585 666131008 CO 80918 6312598 6312598 666131131 TN 37115 6312608 6312608 666131230 IL 60639 6312627 6312627 666131990 OR 97034 6312674 6312674 666132121 WA 98042 6312676 6312676 666132147 WA 99326 6312687 6312687 666131735 IA 52404 6312701 6312701 666132287 OR 97068 6312729 6312729 666132477 MD 20769 6312760 6312760 666132766 CA 95682 6312771 6312771 666132873 CA 94803 6312787 6312787 666133020 GA 30032 6312831 6312831 666133467 SC 29316 6312833 6312833 666133483 NM 87120 6312835 6312835 666133509 IL 60605 6312837 6312837 666133525 FL 32771 6312851 6312851 666133665 CO 80005 6312858 6312858 666133731 TX 78664 6312890 6312890 666134051 MA 01801 6312907 6312907 666134226 UT 84119 6312910 6312910 666134259 CA 95135 6312913 6312913 666134283 CO 81005 6312952 6312952 666134671 TX 77316 6312954 6312954 666134697 NM 87120 6312972 6312972 666134879 CA 92504 6313015 6313015 666135306 CA 94565 6313019 6313019 666135348 CA 90650 6313044 6313044 666135595 IL 60110 6313050 6313050 666135652 TX 77034 6313051 6313051 666135660 TX 75146 6313075 6313075 666412820 NY 11727 6313153 6313153 666136684 AK 99654 6313156 6313156 666136718 OR 97224 6313191 6313191 666138870 OR 97536 6313229 6313229 666137369 CA 91402 6313230 6313230 666137377 AL 35094 6313233 6313233 666137401 FL 33172 6313291 6313291 666137930 CO 81625 6313294 6313294 666138938 WA 98290 6313302 6313302 666138029 FL 33065 6313309 6313309 666138953 WA 98056 6313316 6313316 666138136 KY 40213 6313318 6313318 666138151 TN 37865 6313321 6313321 666138185 NJ 07060 6313331 6313331 666138235 WA 98359 6313343 6313343 666138342 CA 92691 6313346 6313346 666138375 FL 33606 6313369 6313369 666138649 KY 42743 6313383 6313383 666138789 CO 80134 6313392 6313392 666139084 VA 22041 6313399 6313399 666139159 VA 20120 6313412 6313412 666139282 CT 06110 6313414 6313414 666139308 MI 48906 6313441 6313441 666139571 FL 33042 6313455 6313455 666139712 CA 95322 6313458 6313458 666139746 OR 97882 6313475 6313475 666139910 ME 04464 6313481 6313481 666139977 CA 95076 6313492 6313492 666140082 NC 27813 6313504 6313504 666140207 TX 75219 6313521 6313521 666140371 CA 93313 6313525 6313525 666140413 TX 78245 6313528 6313528 666140447 AZ 85706 6313535 6313535 666140512 NC 27805 6313537 6313537 666140538 CA 91765 6313547 6313547 666140637 CO 80459 6313551 6313551 666140678 CA 92405 6313560 6313560 666140769 CA 94806 6313561 6313561 666140777 CA 94538 6313586 6313586 666141023 AZ 85741 6313590 6313590 666141064 FL 34239 6313613 6313613 666374376 NY 11575 6313620 6313620 666141361 CA 94578 6313633 6313633 666141494 TX 77053 6313636 6313636 666141528 TX 78216 6313655 6313655 666141718 CA 95991 6313661 6313661 666141775 TX 78628 6313681 6313681 666141973 FL 33194 6313695 6313695 666142112 TX 76120 6313715 6313715 666142310 MD 21208 6313731 6313731 666142476 CT 06051 6313741 6313741 666142575 TX 77316 6313780 6313780 666142963 IL 60440 6313790 6313790 666143060 UT 84032 6313807 6313807 666143235 IL 60639 6313817 6313817 666143334 NE 69357 6313845 6313845 666143615 CA 95220 6313847 6313847 666143631 TX 77469 6313855 6313855 666143714 CO 80017 6313859 6313859 666143755 TX 78613 6313866 6313866 666143821 CA 92701 6313879 6313879 666143953 CA 94560 6313905 6313905 666144217 TX 76053 6313922 6313922 666146444 WA 98684 6313947 6313947 666144571 TX 77449 6313980 6313980 666144878 CO 80017 6313981 6313981 666144886 CA 93033 6313986 6313986 666144910 CA 95350 6313994 6313994 666144985 CA 92336 6313995 6313995 666144993 CO 80239 6314000 6314000 666145032 WA 98270 6314018 6314018 666145172 TX 76063 6314033 6314033 666145305 CA 95382 6314035 6314035 666145321 WA 98682 6314038 6314038 666146584 WA 98908 6314039 6314039 666145347 TX 78748 6314045 6314045 666145404 WA 98052 6314050 6314050 666146600 OR 97343 6314054 6314054 666145453 OK 73162 6314068 6314068 666146659 WA 98902 6314080 6314080 666145602 TX 75104 6314111 6314111 666145800 TX 76017 6314126 6314126 666145958 FL 32703 6314142 6314142 666146204 MO 63301 6314148 6314148 666146261 NY 11572 6314154 6314154 666146329 TN 37763 6314157 6314157 666146352 CO 80219 6314166 6314166 666146857 GA 30189 6314181 6314181 666147004 MD 20712 6314202 6314202 666147210 CO 80030 6314207 6314207 666147269 VA 22192 6314323 6314323 666148416 TX 79936 6314332 6314332 666148507 CO 80621 6314334 6314334 666148523 NC 27889 6314335 6314335 666148531 AK 99508 6314342 6314342 666148606 FL 33166 6314353 6314353 666148713 CA 93308 6314358 6314358 666148762 TX 78521 6314376 6314376 666148945 UT 84037 6314420 6314420 666149380 MA 02038 6314424 6314424 666149422 OR 97391 6314428 6314428 666153564 WA 98042 6314439 6314439 666149547 WA 98373 6314440 6314440 666149554 TX 78753 6314467 6314467 666149802 WA 98541 6314468 6314468 666149810 FL 33326 6314496 6314496 666150099 TN 37849 6314502 6314502 666150156 WI 53042 6314515 6314515 666150289 TX 77429 6314532 6314532 666150453 UT 84105 6314563 6314563 666150750 TX 77396 6314599 6314599 666151097 CA 94112 6314606 6314606 666151162 OR 97007 6314616 6314616 666151253 CA 92630 6314663 6314663 666151675 CO 81007 6314664 6314664 666151683 TX 75052 6314665 6314665 666151691 NM 87114 6314672 6314672 666151766 CA 95112 6314677 6314677 666153424 WA 98374 6314679 6314679 666151824 WI 53140 6314689 6314689 666151907 TN 38111 6314692 6314692 666151931 TX 76017 6314695 6314695 666151964 FL 33311 6314705 6314705 666152061 TX 76227 6314730 6314730 666152293 CA 92407 6314733 6314733 666152327 CA 94536 6314776 6314776 666152756 TX 78640 6314778 6314778 666152772 CA 95401 6314786 6314786 666152855 CA 93280 6314806 6314806 666153051 GA 30741 6314824 6314824 666153226 WI 54555 6314831 6314831 666153291 IL 60641 6314833 6314833 666153317 IL 60639 6314848 6314848 666153473 NH 03062 6314871 6314871 666153887 MD 20874 6314909 6314909 666154265 CA 94805 6314915 6314915 666154323 TX 77302 6314919 6314919 666154364 FL 33142 6314933 6314933 666154505 CA 93706 6314938 6314938 666154554 WI 54824 6314951 6314951 666154687 KY 40229 6314955 6314955 666154729 KY 40272 6314961 6314961 666154786 FL 34235 6314966 6314966 666154836 FL 34234 6314974 6314974 666154919 NM 87004 6314976 6314976 666154935 CA 95603 6314997 6314997 666155148 LA 71060 6315021 6315021 666155387 CA 94621 6315041 6315041 666155585 TX 77048 6315064 6315064 666155809 CA 94619 6315070 6315070 666155866 CA 95205 6315073 6315073 666155890 CA 93308 6315087 6315087 666156021 CA 94590 6315090 6315090 666156054 FL 33309 6315096 6315096 666156112 OR 97035 6315103 6315103 666156187 CA 95206 6315119 6315119 666156344 CA 94603 6315138 6315138 666156534 GA 30075 6315151 6315151 666156666 FL 32211 6315191 6315191 666157060 MO 65536 6315211 6315211 666157268 CA 94015 6315227 6315227 666157425 MD 20901 6315228 6315228 666157433 CO 80012 6315255 6315255 666157706 VA 22304 6315256 6315256 666157714 WI 53153 6315259 6315259 666157748 CO 80127 6315263 6315263 666157789 AZ 85303 6315280 6315280 666157953 CA 93727 6315299 6315299 666158142 CA 95953 6315314 6315314 666158290 TX 76010 6315344 6315344 666158597 CO 80543 6315346 6315346 666158613 MI 49506 6315353 6315353 666158688 IL 60628 6315380 6315380 666158951 VA 22204 6315425 6315425 666159389 CA 92201 6315440 6315440 666159538 TX 76137 6315443 6315443 666159561 MD 21921 6315448 6315448 666159611 IL 60714 6315455 6315455 666159686 TN 38115 6315458 6315458 666159710 CO 81524 6315477 6315477 666159900 UT 84414 6315482 6315482 666159959 IL 60827 6315514 6315514 666160270 GA 30228 6315539 6315539 666160577 CO 80403 6315549 6315549 666160676 CO 80129 6315561 6315561 666160791 FL 33569 6315562 6315562 666160809 CA 93257 6315578 6315578 666160965 GA 30038 6315614 6315614 666161328 UT 84094 6315625 6315625 666161435 TX 75093 6315644 6315644 666161625 FL 34243 6315658 6315658 666161765 CA 93536 6315673 6315673 666161914 CA 95403 6315677 6315677 666161955 PA 17102 6315678 6315678 666161963 TX 75081 6315682 6315682 666162003 CA 90003 6315695 6315695 666162136 CA 93722 6315731 6315731 666162490 NY 11590 6315754 6315754 666162722 NJ 07003 6315759 6315759 666162755 FL 32209 6315781 6315781 666162979 UT 84088 6315799 6315799 666163159 CA 95035 6315807 6315807 666163233 LA 70815 6315816 6315816 666163324 IL 60641 6315819 6315819 666163357 CA 91342 6315839 6315839 666163555 CA 94520 6315847 6315847 666163639 LA 71118 6315860 6315860 666163761 CO 80011 6315873 6315873 666163894 PA 19090 6315877 6315877 666163936 NV 89015 6315878 6315878 666163944 TX 77469 6315901 6315901 666164173 WI 53224 6315918 6315918 666164348 TX 75035 6315928 6315928 666164447 CO 80906 6315932 6315932 666164488 TN 38118 6315934 6315934 666164504 VA 23462 6315936 6315936 666164520 CA 94605 6315944 6315944 666164603 CA 93630 6315948 6315948 666164645 TX 76210 6315952 6315952 666164686 LA 71118 6315959 6315959 666164751 CO 80022 6315968 6315968 666164843 TX 77339 6315977 6315977 666164934 CA 93420 6315983 6315983 666164991 TX 75089 6315996 6315996 666165121 CO 80620 6316014 6316014 666165303 IA 50310 6316027 6316027 666165436 IL 60402 6316065 6316065 666165857 MA 01119 6316066 6316066 666165865 NY 11434 6316110 6316110 666166301 MA 02150 6316113 6316113 666166335 OR 97375 6316175 6316175 666166954 NV 89436 6316200 6316200 666167200 TX 78664 6316203 6316203 666167234 TN 38375 6316210 6316210 666167309 IL 60443 6316216 6316216 666167366 CA 95206 6316228 6316228 666167481 FL 33030 6316247 6316247 666167671 WA 98682 6316259 6316259 666167796 WA 98360 6316274 6316274 666167945 UT 84095 6316276 6316276 666167960 CA 94560 6316283 6316283 666168026 WA 98038 6316323 6316323 666168414 CO 80501 6316348 6316348 666168661 IL 60632 6316350 6316350 666168687 CO 80701 6316355 6316355 666168737 FL 34668 6316362 6316362 666168802 MI 49418 6316380 6316380 666168984 UT 84041 6316383 6316383 666169016 GA 30097 6316405 6316405 666169230 CA 92882 6316457 6316457 666169743 OR 97305 6316472 6316472 666169891 IL 60561 6316478 6316478 666169958 CO 80249 6316482 6316482 666169990 TX 76012 6316500 6316500 666466693 IL 61701 6316504 6316504 666170212 TX 75035 6316511 6316511 666170279 TX 77316 6316515 6316515 666170311 CA 92886 6316526 6316526 666170428 LA 71129 6316532 6316532 666170485 TX 75181 6316541 6316541 666170576 MA 02302 6316553 6316553 666170683 TX 79761 6316556 6316556 666170717 TX 76115 6316559 6316559 666170741 IL 60453 6316563 6316563 666170782 CA 92154 6316570 6316570 666170899 GA 30083 6316585 6316585 666171038 IL 60636 6316637 6316637 666171558 CO 80501 6316678 6316678 666171962 CA 93560 6316679 6316679 666171970 CA 95330 6316681 6316681 666171996 CA 95363 6316687 6316687 666172051 MO 65721 6316724 6316724 666172424 CA 94534 6316766 6316766 666172846 NV 89506 6316783 6316783 666173018 OR 97355 6316788 6316788 666173067 FL 33060 6316825 6316825 666173422 TX 77083 6316850 6316850 666173679 CA 94566 6316870 6316870 666173877 FL 33142 6316924 6316924 666174404 FL 33713 6316944 6316944 666174602 UT 84043 6316953 6316953 666174693 WA 98445 6316962 6316962 666174784 CO 81625 6316965 6316965 666174818 TX 77095 6316966 6316966 666174826 CT 06704 6316967 6316967 666174834 CA 93033 6316969 6316969 666174859 CA 90280 6316982 6316982 666174982 UT 84119 6316997 6316997 666175138 CO 80138 6317042 6317042 666175559 CO 80602 6317062 6317062 666175757 FL 33908 6317130 6317130 666176474 GA 30168 6317180 6317180 666176979 FL 34232 6317189 6317189 666177068 CA 93307 6317222 6317222 666177399 WA 98502 6317265 6317265 666177829 CA 92374 6317272 6317272 666177894 WA 98258 6317285 6317285 666178025 UT 84120 6317293 6317293 666178108 CA 94587 6317302 6317302 666178199 CA 95678 6317329 6317329 666178462 CA 94591 6317339 6317339 666178553 CA 95336 6317363 6317363 666178793 AZ 85338 6317390 6317390 666179064 TN 37920 6317447 6317447 666179619 TX 75149 6317455 6317455 666179692 TX 78640 6317481 6317481 666179957 TX 75234 6317501 6317501 666180153 CT 06374 6317503 6317503 666180179 CO 80022 6317519 6317519 666180336 CA 94015 6317522 6317522 666181557 GA 31808 6317528 6317528 666180419 NV 89436 6317533 6317533 666180468 CA 94572 6317537 6317537 666180500 CO 80403 6317565 6317565 666180781 CA 94555 6317578 6317578 666180914 TX 76002 6317590 6317590 666181037 CA 93710 6317608 6317608 666181219 TX 75087 6317610 6317610 666181235 TX 77583 6317648 6317648 666181664 FL 33709 6317676 6317676 666181946 TX 77471 6317691 6317691 666182092 CA 95207 6317740 6317740 666182589 CA 93727 6317743 6317743 666182613 CA 92394 6317764 6317764 666182829 MD 20707 6317769 6317769 666182878 CA 90018 6317797 6317797 666183132 FL 33156 6317842 6317842 666183587 CA 90201 6317864 6317864 666183801 FL 33033 6317868 6317868 666183843 TX 77084 6317871 6317871 666183876 CA 94533 6317873 6317873 666183892 CO 81101 6317883 6317883 666183991 WA 98662 6317898 6317898 666184130 CA 94587 6317908 6317908 666184239 CA 93312 6317934 6317934 666184494 CO 80610 6317947 6317947 666184627 CA 95380 6317955 6317955 666184700 CO 80602 6317959 6317959 666184742 CA 95376 6317960 6317960 666184759 TX 77386 6317961 6317961 666184767 TX 75052 6317969 6317969 666312418 TX 77065 6317988 6317988 666185038 IL 60110 6317989 6317989 666185046 CA 91326 6317999 6317999 666185145 CO 80011 6318006 6318006 666185210 IL 60005 6318009 6318009 666185236 CA 91342 6318024 6318024 666185384 CA 92337 6318030 6318030 666185442 CO 80221 6318044 6318044 666185582 GA 30058 6318045 6318045 666185590 FL 33125 6318047 6318047 666185616 TX 76210 6318067 6318067 666185814 CA 94545 6318068 6318068 666185822 CO 81635 6318078 6318078 666185921 CA 92679 6318092 6318092 666186069 CO 80005 6318128 6318128 666186416 CA 92843 6318171 6318171 666186804 MI 48135 6318185 6318185 666186945 CA 95207 6318194 6318194 666187034 CA 94116 6318201 6318201 666187109 CA 95012 6318206 6318206 666187158 IL 60629 6318249 6318249 666187588 GA 30265 6318254 6318254 666187638 CA 95354 6318255 6318255 666187646 CA 94085 6318258 6318258 666187679 TX 77545 6318259 6318259 666187687 CO 80104 6318265 6318265 666187745 LA 71111 6318281 6318281 666187901 WA 98012 6318288 6318288 666187976 CA 93291 6318307 6318307 666188164 TN 37373 6318314 6318314 666188230 OR 97302 6318329 6318329 666188388 CA 93307 6318332 6318332 666188412 TX 75115 6318351 6318351 666188602 CA 95358 6318401 6318401 666189105 TN 38075 6318411 6318411 666189204 CA 93552 6318417 6318417 666189261 TX 78747 6318450 6318450 666189592 MA 01364 6318451 6318451 666189600 OK 73149 6318460 6318460 666189691 TX 76002 6318467 6318467 666189766 CA 93610 6318487 6318487 666189964 CA 92626 6318490 6318490 666189998 CO 80020 6318514 6318514 666190236 CA 94553 6318538 6318538 666190475 TX 77450 6318545 6318545 666190541 AK 99694 6318562 6318562 666190707 TX 76133 6318563 6318563 666190715 CA 95678 6318565 6318565 666190731 FL 33428 6318569 6318569 666191978 GA 30032 6318592 6318592 666190996 TX 77316 6318609 6318609 666191168 CA 93536 6318657 6318657 666191648 TX 77380 6318685 6318685 666191929 CT 06902 6318694 6318694 666192042 IL 60659 6318726 6318726 666192364 GA 30030 6318728 6318728 666192380 MO 65610 6318734 6318734 666192448 CO 80011 6318763 6318763 666192737 WA 98387 6318791 6318791 666193016 TX 77388 6318799 6318799 666193099 CA 94531 6318813 6318813 666193230 TX 77016 6318825 6318825 666193354 CA 95603 6318851 6318851 666193610 FL 32824 6318870 6318870 666193800 TX 78109 6318872 6318872 666193826 WA 98422 6318883 6318883 666193933 TX 79936 6318887 6318887 666193974 CA 91945 6318891 6318891 666194014 GA 30062 6318895 6318895 666194055 FL 33040 6318973 6318973 666194832 CO 80031 6318993 6318993 666195029 TX 78734 6318999 6318999 666195086 CA 92807 6319023 6319023 666195318 FL 33991 6319051 6319051 666195599 UT 84115 6319057 6319057 666195656 CO 80249 6319071 6319071 666195797 CA 91331 6319097 6319097 666348859 MI 48910 6319136 6319136 666196431 TX 76354 6319160 6319160 666196670 CO 80004 6319194 6319194 666197017 IL 60443 6319199 6319199 666197066 CA 95823 6319216 6319216 666197231 TX 75077 6319218 6319218 666197256 CO 80233 6319222 6319222 666197298 CO 80111 6319241 6319241 666197488 OR 97071 6319242 6319242 666197496 AK 99516 6319246 6319246 666197538 TX 77080 6319250 6319250 666197579 CA 93274 6319263 6319263 666197702 TX 77449 6319270 6319270 666197777 WA 98405 6319284 6319284 666197918 WA 98360 6319289 6319289 666197967 CA 90723 6319293 6319293 666198007 TX 77571 6319296 6319296 666198031 CT 06790 6319323 6319323 666422209 IL 60639 6319349 6319349 666198619 TN 37129 6319372 6319372 666198841 NJ 08837 6319387 6319387 666198999 CA 94544 6319397 6319397 666199096 CA 93312 6319427 6319427 666199385 FL 34202 6319441 6319441 666199526 CA 95678 6319448 6319448 666199591 FL 33040 6319469 6319469 666199807 TX 76133 6319498 6319498 666200092 TX 79412 6319522 6319522 666200332 CA 95111 6319535 6319535 666200464 CA 90011 6319544 6319544 666200555 TX 77007 6319557 6319557 666200688 TX 78572 6319577 6319577 666200886 AZ 85715 6319579 6319579 666200902 CA 95337 6319581 6319581 666200928 IL 60435 6319602 6319602 666201132 WA 98584 6319616 6319616 666201272 CA 92025 6319629 6319629 666201405 OR 97128 6319665 6319665 666201769 CA 95757 6319681 6319681 666201926 CA 95350 6319684 6319684 666201959 MA 02124 6319723 6319723 666202346 CA 95965 6319735 6319735 666202460 WA 98390 6319738 6319738 666202494 WA 98204 6319745 6319745 666202569 OR 97124 6319754 6319754 666202650 IL 60469 6319805 6319805 666203153 CT 06610 6319809 6319809 666203195 CA 94015 6319821 6319821 666203310 WA 98408 6319824 6319824 666203344 OR 97080 6319826 6319826 666203369 VA 20111 6319840 6319840 666203500 NJ 08823 6319900 6319900 666204094 NJ 08330 6319923 6319923 666204326 TX 77019 6319952 6319952 666204599 TX 77505 6319971 6319971 666204789 FL 33428 6319976 6319976 666204839 CO 80817 6320005 6320005 666205125 CA 93458 6320021 6320021 666206651 AZ 85715 6320025 6320025 666205315 CA 94561 6320029 6320029 666205356 CA 92570 6320033 6320033 666205398 UT 84020 6320036 6320036 666205422 TX 75038 6320047 6320047 666205521 TX 75007 6320057 6320057 666205620 CO 81652 6320079 6320079 666205844 MO 63701 6320087 6320087 666205927 CA 95035 6320090 6320090 666205950 IL 60637 6320116 6320116 666206206 CO 80229 6320137 6320137 666206412 CA 94806 6320161 6320161 666206743 TN 37216 6320173 6320173 666206867 GA 30096 6320195 6320195 666207089 CO 80221 6320201 6320201 666207147 GA 30088 6320205 6320205 666207188 IL 60624 6320217 6320217 666207303 CA 94804 6320219 6320219 666207329 CA 94509 6320239 6320239 666207527 IL 60473 6320247 6320247 666207600 MO 64085 6320252 6320252 666207659 FL 34787 6320253 6320253 666207667 IL 60643 6320266 6320266 666207790 TX 75088 6320281 6320281 666207949 FL 34744 6320286 6320286 666207998 CA 93307 6320302 6320302 666208152 CA 95051 6320307 6320307 666208202 TX 75803 6320323 6320323 666208368 CA 95463 6320326 6320326 666208392 MI 48827 6320331 6320331 666208442 CA 95122 6320347 6320347 666208608 CO 80601 6320363 6320363 666208764 GA 30311 6320388 6320388 666209010 CA 94124 6320395 6320395 666209085 CA 90020 6320401 6320401 666209143 TX 77007 6320402 6320402 666209150 CA 95621 6320441 6320441 666209549 CA 93304 6320452 6320452 666209655 NV 89030 6320461 6320461 666209747 CA 92672 6320475 6320475 666209887 TX 78121 6320479 6320479 666209929 TX 78257 6320486 6320486 666209994 CA 95206 6320487 6320487 666210000 CA 92532 6320502 6320502 666210141 CA 92553 6320507 6320507 666210190 CA 95245 6320532 6320532 666210448 NC 28348 6320539 6320539 666210513 WA 98042 6320541 6320541 666210539 CA 94545 6320548 6320548 666210604 OK 73013 6320552 6320552 666210646 FL 33462 6320557 6320557 666210695 PA 15613 6320597 6320597 666211099 TX 78023 6320609 6320609 666211214 UT 84651 6320613 6320613 666211255 FL 33064 6320619 6320619 666211313 TX 77005 6320636 6320636 666211487 CA 91316 6320655 6320655 666211677 IL 60174 6320659 6320659 666211719 TX 77474 6320672 6320672 666211842 CA 95667 6320698 6320698 666212105 MD 21144 6320716 6320716 666212287 TX 77469 6320732 6320732 666212444 CA 94510 6320764 6320764 666212766 FL 33761 6320767 6320767 666212790 WA 98012 6320795 6320795 666213079 CA 92316 6320806 6320806 666213186 OR 97527 6320819 6320819 666213301 CA 92679 6320825 6320825 666213350 OR 97103 6320839 6320839 666213491 NC 28270 6320854 6320854 666213624 CA 95842 6320877 6320877 666213855 FL 33406 6320908 6320908 666214143 CA 91731 6320916 6320916 666214226 MD 20879 6320936 6320936 666214424 IL 60478 6320938 6320938 666214440 OR 97068 6320952 6320952 666214648 CT 06351 6320961 6320961 666214713 NC 28097 6320975 6320975 666215074 AK 99901 6320993 6320993 666215116 NY 11720 6321045 6321045 666215637 CO 80911 6321047 6321047 666215652 NY 11436 6321060 6321060 666215785 MA 02169 6321062 6321062 666215801 CA 95382 6321063 6321063 666215819 NY 11416 6321069 6321069 666215868 NY 14225 6321080 6321080 666215975 CA 94901 6321083 6321083 666216007 NY 11421 6321113 6321113 666216304 TN 37087 6321130 6321130 666216478 TN 37188 6321144 6321144 666216619 UT 84010 6321154 6321154 666216718 CA 93728 6321183 6321183 666217005 WA 98674 6321204 6321204 666217203 CA 94401 6321206 6321206 666217229 WA 98023 6321213 6321213 666217294 FL 33182 6321219 6321219 666217351 GA 30721 6321222 6321222 666217385 TX 77545 6321230 6321230 666217468 TX 77021 6321235 6321235 666217518 UT 84790 6321238 6321238 666217542 CO 81001 6321262 6321262 666217781 AL 35903 6321291 6321291 666218078 WA 98023 6321302 6321302 666218185 WA 98466 6321316 6321316 666218326 TN 37938 6321320 6321320 666218367 CA 95122 6321339 6321339 666218557 CO 80210 6321349 6321349 666218656 CA 95492 6321355 6321355 666218714 NE 68522 6321356 6321356 666218722 MD 21216 6321376 6321376 666218920 CA 92404 6321388 6321388 666219043 MI 48469 6321411 6321411 666219274 CA 94585 6321419 6321419 666219357 CA 95823 6321436 6321436 666219522 WA 98424 6321479 6321479 666219951 CA 92703 6321480 6321480 666219969 CA 90723 6321521 6321521 666220355 CA 91766 6321523 6321523 666220371 CA 95482 6321551 6321551 666220645 GA 30281 6321559 6321559 666220728 FL 33068 6321608 6321608 666221213 CO 80534 6321618 6321618 666221312 CO 81326 6321631 6321631 666221445 CA 93618 6321637 6321637 666221502 IL 60641 6321660 6321660 666221734 CO 80525 6321671 6321671 666221841 CA 90221 6321677 6321677 666221908 CA 93041 6321684 6321684 666221973 NJ 08901 6321693 6321693 666222054 CA 94565 6321696 6321696 666222088 TX 78231 6321703 6321703 666222153 CA 95401 6321712 6321712 666222245 TX 77515 6321723 6321723 666222351 IL 60656 6321747 6321747 666222591 IL 60478 6321752 6321752 666222716 OR 97080 6321772 6321772 666222849 MI 49436 6321774 6321774 666222864 MD 20785 6321787 6321787 666222989 GA 30114 6321793 6321793 666223045 NC 28314 6321800 6321800 666223128 NC 28613 6321850 6321850 666223623 CT 06339 6321888 6321888 666224001 PA 19604 6321892 6321892 666224043 LA 70001 6321939 6321939 666224514 VA 22193 6321940 6321940 666224522 TX 75061 6321966 6321966 666224761 WA 98390 6321987 6321987 666224977 OR 97211 6321990 6321990 666225008 WA 98640 6321998 6321998 666225081 CA 94546 6322012 6322012 666225222 CA 93727 6322024 6322024 666365879 TN 38018 6322031 6322031 666225412 NC 28273 6322037 6322037 666225479 CA 95461 6322044 6322044 666225545 MI 48174 6322052 6322052 666225628 AZ 85201 6322061 6322061 666225719 FL 32818 6322086 6322086 666225958 AZ 85345 6322087 6322087 666225966 CA 90262 6322106 6322106 666226154 TN 38501 6322129 6322129 666226386 CA 95356 6322141 6322141 666226501 CA 93955 6322143 6322143 666226527 CA 95630 6322144 6322144 666226535 CA 93033 6322160 6322160 666226691 OR 97374 6322214 6322214 666227202 GA 30088 6322237 6322237 666227434 GA 30041 6322245 6322245 666227517 CO 80020 6322247 6322247 666227533 CA 94565 6322252 6322252 666227582 NH 03840 6322253 6322253 666227590 TN 37918 6322255 6322255 666227616 CA 92882 6322281 6322281 666227871 CT 06606 6322294 6322294 666228002 TX 78521 6322327 6322327 666228309 WA 98682 6322328 6322328 666228317 TX 77389 6322337 6322337 666228408 OR 97006 6322350 6322350 666228531 CA 93277 6322354 6322354 666228572 TX 75119 6322358 6322358 666228614 LA 70058 6322360 6322360 666228630 TX 78589 6322369 6322369 666228721 FL 33155 6322387 6322387 666228903 CA 93030 6322388 6322388 666228911 OR 97305 6322398 6322398 666229018 CA 94112 6322411 6322411 666229141 CA 92584 6322415 6322415 666229182 CA 91740 6322437 6322437 666229406 UT 84108 6322445 6322445 666229489 CA 94303 6322446 6322446 666229497 TX 75070 6322455 6322455 666229588 WA 98031 6322467 6322467 666229703 TX 78526 6322470 6322470 666229737 OR 97013 6322508 6322508 666230115 WI 53210 6322514 6322514 666230172 IL 60073 6322535 6322535 666230362 TX 78666 6322574 6322574 666230743 CA 94521 6322575 6322575 666230750 CA 95212 6322584 6322584 666230842 CA 92234 6322593 6322593 666230933 TN 37920 6322596 6322596 666230966 CA 93550 6322639 6322639 666231360 TX 77449 6322682 6322682 666231790 WI 53223 6322690 6322690 666232475 CA 95340 6322697 6322697 666231899 FL 33351 6322717 6322717 666232087 MD 20782 6322726 6322726 666232178 CA 93030 6322768 6322768 666232657 CO 80504 6322771 6322771 666232681 NE 68521 6322786 6322786 666232830 CA 92345 6322816 6322816 666233267 CO 80907 6322822 6322822 666233325 NY 11552 6322826 6322826 666233366 GA 30078 6322844 6322844 666233549 CO 80219 6322845 6322845 666233556 FL 32701 6322880 6322880 666233895 ME 04092 6322886 6322886 666233952 NY 11003 6322889 6322889 666233986 GA 30296 6322902 6322902 666234117 GA 31419 6322910 6322910 666234190 NY 11510 6322922 6322922 666234315 CA 93927 6322966 6322966 666234752 CA 93702 6322977 6322977 666234869 CA 90640 6322995 6322995 666235049 NC 27203 6323009 6323009 666235189 CA 95354 6323018 6323018 666235270 FL 34222 6323034 6323034 666235437 CA 92240 6323058 6323058 666235676 CA 94603 6323074 6323074 666235833 CA 95828 6323098 6323098 666236070 CA 95380 6323117 6323117 666236260 CA 95307 6323121 6323121 666236302 CO 80204 6323162 6323162 666236716 CA 93277 6323186 6323186 666236955 CA 94605 6323213 6323213 666237219 OR 97501 6323233 6323233 666237417 CA 93257 6323260 6323260 666237680 CA 95116 6323271 6323271 666237797 CA 94519 6323293 6323293 666238019 TX 77037 6323302 6323302 666238092 IL 60148 6323310 6323310 666238175 CA 95334 6323318 6323318 666238258 WA 98409 6323324 6323324 666238316 CO 80401 6323382 6323382 666238886 CA 91406 6323385 6323385 666238910 CA 96013 6323386 6323386 666238928 IL 60443 6323420 6323420 666239264 TX 77354 6323425 6323425 666239314 CA 94124 6323430 6323430 666239363 TX 77095 6323434 6323434 666239405 WA 98662 6323457 6323457 666239637 IA 50009 6323506 6323506 666240122 TX 78572 6323508 6323508 666240148 CA 93551 6323520 6323520 666240262 TX 78704 6323543 6323543 666240494 CA 91724 6323637 6323637 666241377 WA 98408 6323660 6323660 666241609 NV 89031 6323662 6323662 666241625 TX 76227 6323664 6323664 666241641 CA 91331 6323672 6323672 666241724 IL 60639 6323675 6323675 666241757 UT 84043 6323684 6323684 666241831 TX 77373 6323703 6323703 666242060 IL 60070 6323704 6323704 666242078 IL 60901 6323710 6323710 666242136 MD 20903 6323726 6323726 666242359 GA 30114 6323735 6323735 666242441 IL 60115 6323746 6323746 666242557 GA 30058 6323760 6323760 666242698 GA 30038 6323761 6323761 666242706 MA 02151 6323781 6323781 666242904 AZ 85051 6323805 6323805 666243142 CA 93305 6323806 6323806 666243159 MA 02032 6323817 6323817 666243266 WA 98223 6323867 6323867 666243761 CA 90011 6323869 6323869 666243787 UT 84123 6323884 6323884 666243936 CA 95621 6323887 6323887 666243969 CA 90701 6323922 6323922 666330667 WA 98056 6323949 6323949 666244587 CA 95351 6323951 6323951 666244603 CA 95757 6323957 6323957 666244660 CA 92114 6323966 6323966 666244751 FL 33765 6323971 6323971 666244801 CA 91913 6323990 6323990 666244991 TX 78621 6324001 6324001 666245105 WA 98404 6324002 6324002 666245113 CA 93311 6324016 6324016 666245253 CA 91405 6324028 6324028 666245378 FL 33534 6324032 6324032 666245410 AZ 85037 6324040 6324040 666245493 VA 22191 6324042 6324042 666245519 CA 93291 6324044 6324044 666245535 CA 95240 6324046 6324046 666245550 WA 98660 6324068 6324068 666245774 CA 94806 6324075 6324075 666245832 MA 01027 6324078 6324078 666245865 WA 98037 6324092 6324092 666246004 CO 80221 6324115 6324115 666246236 CA 93635 6324123 6324123 666246319 TX 79915 6324128 6324128 666246368 CO 80903 6324129 6324129 666246376 TX 77515 6324232 6324232 666247390 NH 03109 6324236 6324236 666247432 TX 78748 6324243 6324243 666247507 MI 49073 6324262 6324262 666247697 CA 95445 6324280 6324280 666247879 FL 33068 6324287 6324287 666247945 CA 94124 6324294 6324294 666248018 CA 94603 6324302 6324302 666248091 NC 28083 6324305 6324305 666248125 CA 94545 6324306 6324306 666248133 FL 32724 6324314 6324314 666248216 CA 93291 6324318 6324318 666248257 NC 27530 6324325 6324325 666248323 CA 95023 6324332 6324332 666248398 CA 94591 6324344 6324344 666248513 WA 98683 6324345 6324345 666248521 TX 76210 6324358 6324358 666248646 AK 99503 6324369 6324369 666248752 WA 99224 6324437 6324437 666249438 NY 10550 6324440 6324440 666249461 TX 75052 6324452 6324452 666249578 FL 33015 6324459 6324459 666249644 FL 32011 6324461 6324461 666249669 SC 29588 6324464 6324464 666249693 MO 65801 6324493 6324493 666249982 CA 94542 6324502 6324502 666250071 IL 60623 6324519 6324519 666250204 TN 37921 6324528 6324528 666250295 IL 60062 6324541 6324541 666250428 CA 92544 6324561 6324561 666250618 TX 75071 6324578 6324578 666250782 TX 77479 6324588 6324588 666250865 FL 32065 6324618 6324618 666251335 CA 91932 6324641 6324641 666251566 IL 60084 6324659 6324659 666251749 IL 60440 6324661 6324661 666251764 CA 95820 6324669 6324669 666251848 CA 93905 6324683 6324683 666251988 IL 60108 6324692 6324692 666252077 WA 98370 6324714 6324714 666252291 SC 29569 6324722 6324722 666252374 TN 37909 6324726 6324726 666252416 CO 80219 6324733 6324733 666252481 CO 80015 6324740 6324740 666252556 TX 78664 6324744 6324744 666252598 UT 84088 6324759 6324759 666252747 IN 46410 6324768 6324768 666252838 IL 60435 6324820 6324820 666253356 CA 95076 6324844 6324844 666253596 CA 94565 6324848 6324848 666253638 WA 98092 6324852 6324852 666253679 IN 46254 6324861 6324861 666253760 CO 81623 6324881 6324881 666253968 CA 94801 6324896 6324896 666254115 TX 77384 6324913 6324913 666393715 CA 90249 6324922 6324922 666254370 TX 78641 6324924 6324924 666254396 TX 77084 6324933 6324933 666254487 AL 35215 6324938 6324938 666254537 CA 94801 6324943 6324943 666254586 GA 30078 6324948 6324948 666254636 OK 73003 6324950 6324950 666254651 CO 80421 6324977 6324977 666254925 CO 81001 6324993 6324993 666255088 WI 53186 6325004 6325004 666255195 AZ 85225 6325063 6325063 666255781 CO 80109 6325087 6325087 666256029 NV 89052 6325097 6325097 666256128 WA 98503 6325119 6325119 666256342 WI 53209 6325121 6325121 666256367 TX 77083 6325143 6325143 666256581 NE 68333 6325153 6325153 666256664 OR 97005 6325156 6325156 666256698 WA 98374 6325159 6325159 666256722 CA 93536 6325170 6325170 666256821 NY 11413 6325183 6325183 666256938 NY 11946 6325196 6325196 666257068 CA 92234 6325197 6325197 666257076 IL 60901 6325207 6325207 666257175 IL 60008 6325210 6325210 666257209 CA 95035 6325226 6325226 666257365 CO 80424 6325229 6325229 666257399 FL 32822 6325240 6325240 666257506 TX 76063 6325252 6325252 666257621 MD 20715 6325284 6325284 666257944 CA 93257 6325302 6325302 666258124 CA 94603 6325316 6325316 666258264 CA 91710 6325323 6325323 666258298 TX 78589 6325336 6325336 666258405 TX 79912 6325338 6325338 666258421 CA 94565 6325360 6325360 666258645 NV 89147 6325382 6325382 666258850 TX 78209 6325403 6325403 666259023 FL 33325 6325420 6325420 666259189 MD 20743 6325424 6325424 666259213 FL 33147 6325435 6325435 666259528 NY 11436 6325439 6325439 666259346 TX 77083 6325447 6325447 666259551 IL 60446 6325462 6325462 666259692 VA 20121 6325491 6325491 666260013 CO 80013 6325497 6325497 666260070 IL 60804 6325509 6325509 666260195 IL 60623 6325526 6325526 666260369 CO 80207 6325527 6325527 666260377 IL 60107 6325528 6325528 666260385 IL 60804 6325532 6325532 666260427 IL 60621 6325550 6325550 666260609 CT 06704 6325561 6325561 666260716 GA 31029 6325568 6325568 666260781 IL 60089 6325570 6325570 666260807 CA 92808 6325582 6325582 666260922 CA 93065 6325621 6325621 666261318 CO 80229 6325641 6325641 666261508 FL 33936 6325644 6325644 666261532 WI 53208 6325648 6325648 666261573 FL 33071 6325658 6325658 666261672 IL 60649 6325669 6325669 666261789 IL 60651 6325673 6325673 666261821 NY 12047 6325675 6325675 666261847 CO 80126 6325680 6325680 666261953 CO 80631 6325734 6325734 666262498 IL 61342 6325773 6325773 666262886 NY 11553 6325783 6325783 666262985 CO 80645 6325785 6325785 666263009 NY 11572 6325811 6325811 666263264 CA 91342 6325820 6325820 666263355 IL 60203 6325821 6325821 666263363 PA 15235 6325850 6325850 666263652 CT 06106 6325883 6325883 666263983 MA 02382 6325917 6325917 666264320 TX 75062 6325925 6325925 666264395 CA 93458 6325935 6325935 666264494 NV 89048 6325945 6325945 666264593 WA 98059 6325950 6325950 666264643 FL 34759 6325959 6325959 666264734 MD 21215 6325998 6325998 666265129 WA 98374 6326002 6326002 666265160 CA 95338 6326005 6326005 666265194 TX 77380 6326026 6326026 666265400 MO 63118 6326042 6326042 666265566 TX 75061 6326046 6326046 666265608 WA 98030 6326053 6326053 666265673 CA 95301 6326056 6326056 666265707 CA 95843 6326070 6326070 666265848 CA 95348 6326099 6326099 666266135 FL 34232 6326101 6326101 666266150 TX 78641 6326116 6326116 666266309 FL 33157 6326145 6326145 666271747 WA 98374 6326148 6326148 666271762 OR 97233 6326158 6326158 666266655 AZ 85027 6326163 6326163 666266705 CA 94019 6326175 6326175 666266820 OR 97222 6326196 6326196 666267034 TN 38053 6326212 6326212 666267190 TX 77379 6326234 6326234 666267414 TX 75142 6326319 6326319 666268263 FL 32641 6326327 6326327 666268347 FL 33611 6326340 6326340 666268461 OK 73010 6326355 6326355 666268610 TX 77373 6326375 6326375 666268818 IL 60639 6326378 6326378 666268842 CO 81504 6326380 6326380 666268867 FL 33309 6326390 6326390 666268966 MD 20874 6326397 6326397 666269030 CA 95677 6326398 6326398 666269048 TN 37188 6326404 6326404 666269105 FL 33157 6326415 6326415 666269212 CA 95621 6326416 6326416 666269220 NY 12538 6326430 6326430 666269352 WA 98007 6326436 6326436 666269410 TX 75043 6326442 6326442 666269477 CO 80922 6326452 6326452 666269543 TX 77043 6326470 6326470 666269717 CA 92410 6326471 6326471 666269725 CO 80538 6326476 6326476 666269774 IL 60194 6326491 6326491 666269915 OR 97223 6326496 6326496 666269964 NC 28215 6326497 6326497 666269972 CO 80239 6326521 6326521 666270202 MO 63033 6326523 6326523 666270228 TX 78154 6326539 6326539 666270384 IL 60171 6326541 6326541 666270400 CO 80538 6326571 6326571 666270707 CA 95204 6326586 6326586 666270855 PA 18472 6326614 6326614 666271135 NY 11422 6326617 6326617 666271168 NY 11418 6326627 6326627 666271341 WA 98223 6326640 6326640 666271416 CT 06515 6326715 6326715 666272299 WI 53402 6326718 6326718 666272323 MI 48239 6326722 6326722 666272364 CA 93035 6326764 6326764 666272752 CO 80134 6326765 6326765 666272760 TX 78251 6326766 6326766 666272778 CA 92833 6326774 6326774 666272851 AZ 85205 6326784 6326784 666272950 CA 93306 6326799 6326799 666273107 CO 80224 6326820 6326820 666273305 TX 79703 6326846 6326846 666273560 CA 95018 6326854 6326854 666273644 NE 68521 6326861 6326861 666273719 NE 68506 6326885 6326885 666273958 TX 75232 6326890 6326890 666274006 CA 93906 6326906 6326906 666274154 NE 68502 6326926 6326926 666274352 CO 80241 6326942 6326942 666274519 TX 75217 6326949 6326949 666274584 TX 78254 6326957 6326957 666274667 OR 97526 6327005 6327005 666275144 CA 95630 6327007 6327007 666275169 CA 94513 6327012 6327012 666275219 GA 30039 6327013 6327013 666275227 GA 30215 6327032 6327032 666275409 OR 97210 6327036 6327036 666275441 MI 48189 6327040 6327040 666275482 IL 60402 6327051 6327051 666275599 WA 98198 6327053 6327053 666275615 WA 98446 6327068 6327068 666275763 MI 48895 6327090 6327090 666275987 TX 75080 6327111 6327111 666276191 MD 20601 6327138 6327138 666276415 IL 60617 6327156 6327156 666276597 TN 37777 6327170 6327170 666281597 SC 29732 6327186 6327186 666276878 CA 91436 6327207 6327207 666277082 CA 95127 6327208 6327208 666277090 CA 94596 6327210 6327210 666277116 CA 93610 6327256 6327256 666277579 CA 92801 6327261 6327261 666277629 WA 98390 6327269 6327269 666277702 CA 95203 6327279 6327279 666277793 NJ 07206 6327291 6327291 666277918 CA 94580 6327293 6327293 666277934 KY 40356 6327300 6327300 666278007 CA 95111 6327301 6327301 666278015 TX 78641 6327315 6327315 666278155 NC 28314 6327325 6327325 666278254 CA 95315 6327333 6327333 666278338 TX 77087 6327344 6327344 666278445 FL 33875 6327361 6327361 666278619 CA 92694 6327369 6327369 666278684 OR 97211 6327379 6327379 666278783 FL 33311 6327399 6327399 666278981 CO 80012 6327438 6327438 666279369 WA 98198 6327440 6327440 666279385 PA 17403 6327470 6327470 666279682 TX 77346 6327521 6327521 666280177 TX 75081 6327526 6327526 666280219 NC 28562 6327549 6327549 666280433 TX 76210 6327553 6327553 666280474 CA 93060 6327567 6327567 666280615 TX 78626 6327569 6327569 666280631 FL 33312 6327570 6327570 666280649 TX 75474 6327582 6327582 666280763 AZ 85023 6327594 6327594 666280888 CA 95425 6327616 6327616 666281076 CA 91730 6327622 6327622 666281134 TX 76226 6327625 6327625 666281159 FL 33313 6327634 6327634 666281258 CA 92553 6327643 6327643 666281340 AL 35640 6327646 6327646 666281373 AL 36587 6327681 6327681 666281860 IL 60438 6327721 6327721 666282264 ND 58503 6327741 6327741 666282462 TX 78660 6327755 6327755 666282603 CA 95212 6327785 6327785 666282900 TX 75032 6327798 6327798 666283031 CA 95336 6327836 6327836 666357496 WA 98058 6327839 6327839 666283445 GA 30168 6327852 6327852 666283577 CA 95367 6327855 6327855 666283601 TN 38002 6327863 6327863 666283684 FL 34237 6327876 6327876 666283817 TX 79363 6327890 6327890 666283957 AZ 85303 6327909 6327909 666284146 OR 97212 6327929 6327929 666284344 NY 11766 6327938 6327938 666284435 CA 95354 6327986 6327986 666284906 WA 98045 6327989 6327989 666284930 GA 30040 6327993 6327993 666284971 TX 77043 6327997 6327997 666285010 GA 30519 6328029 6328029 666285317 IL 60435 6328030 6328030 666285325 MD 20784 6328041 6328041 666285432 OR 97303 6328046 6328046 666285481 WA 98011 6328060 6328060 666285622 OR 97236 6328068 6328068 666285705 CO 80123 6328105 6328105 666286075 CA 91352 6328109 6328109 666286117 FL 32837 6328119 6328119 666286216 NY 11717 6328134 6328134 666286364 WA 98023 6328135 6328135 666286372 TX 77449 6328144 6328144 666286463 CA 92407 6328179 6328179 666286794 CA 94531 6328180 6328180 666286802 FL 33428 6328181 6328181 666286810 OK 74441 6328184 6328184 666286844 TX 77584 6328191 6328191 666286919 CA 95127 6328198 6328198 666286984 AL 35242 6328203 6328203 666287032 CA 92376 6328206 6328206 666287065 FL 33317 6328222 6328222 666287222 CA 93638 6328273 6328273 666287727 CO 80910 6328279 6328279 666287784 TX 77013 6328290 6328290 666287891 FL 33461 6328307 6328307 666288063 FL 32073 6328314 6328314 666288139 TX 75098 6328319 6328319 666288188 CA 95842 6328337 6328337 666288352 TN 38116 6328351 6328351 666288493 CO 81601 6328357 6328357 666288550 CO 80113 6328379 6328379 666288774 TX 77009 6328386 6328386 666288840 CA 95616 6328391 6328391 666288899 CO 80127 6328411 6328411 666289095 IL 60613 6328425 6328425 666289228 CA 92553 6328426 6328426 666289236 CA 90810 6328431 6328431 666289277 FL 33018 6328443 6328443 666289392 CA 94568 6328467 6328467 666289632 CA 92882 6328486 6328486 666289822 TX 77587 6328488 6328488 666289848 TX 75042 6328491 6328491 666289871 TX 78230 6328495 6328495 666290531 WA 98375 6328499 6328499 666289939 ID 83634 6328514 6328514 666290085 MI 49506 6328523 6328523 666290150 CA 95051 6328530 6328530 666290226 CA 92234 6328542 6328542 666290325 NY 10304 6328587 6328587 666290887 GA 30318 6328602 6328602 666291034 IN 46324 6328633 6328633 666291349 GA 30038 6328642 6328642 666291430 MI 48219 6328662 6328662 666291638 CA 94954 6328665 6328665 666291661 CA 94945 6328671 6328671 666291729 FL 32807 6328693 6328693 666291943 AL 36695 6328709 6328709 666292107 TX 76119 6328743 6328743 666292446 NY 13021 6328750 6328750 666292511 UT 84037 6328756 6328756 666292578 GA 30043 6328760 6328760 666292610 UT 84006 6328783 6328783 666292834 CA 94509 6328792 6328792 666292925 WA 98023 6328801 6328801 666293014 CA 95351 6328844 6328844 666293444 CA 95621 6328858 6328858 666293584 CA 95688 6328875 6328875 666293758 TX 78109 6328879 6328879 666293790 TX 78250 6328902 6328902 666294012 CO 80863 6328905 6328905 666294046 FL 33064 6328909 6328909 666294087 OR 97302 6328929 6328929 666294285 GA 30076 6328960 6328960 666294590 TN 38141 6328973 6328973 666294723 OR 97071 6329004 6329004 666295027 TX 77045 6329011 6329011 666295092 TN 37064 6329022 6329022 666295209 CA 95122 6329029 6329029 666295274 TX 76227 6329032 6329032 666295308 IL 60060 6329042 6329042 666295407 CO 80013 6329050 6329050 666295480 WA 98208 6329066 6329066 666295647 TX 78209 6329079 6329079 666295779 TN 37013 6329087 6329087 666295852 CA 95901 6329097 6329097 666295951 MD 21234 6329103 6329103 666296017 MD 21122 6329114 6329114 666296124 CA 94590 6329149 6329149 666296470 CA 92706 6329151 6329151 666296496 PA 19007 6329201 6329201 666296991 WA 98445 6329208 6329208 666297064 GA 30506 6329231 6329231 666297288 MT 59901 6329246 6329246 666297437 CA 95367 6329257 6329257 666297544 TX 77083 6329261 6329261 666297585 CA 95206 6329284 6329284 666297817 CA 92127 6329294 6329294 666297916 CA 94534 6329304 6329304 666298013 CA 95828 6329308 6329308 666298054 TX 78223 6329342 6329342 666298393 FL 33024 6329359 6329359 666298567 CA 95138 6329383 6329383 666298807 CA 92708 6329434 6329434 666299318 CA 93552 6329440 6329440 666299375 TX 75019 6329464 6329464 666299599 TX 75228 6329468 6329468 666299631 TX 77433 6329474 6329474 666299698 CA 92703 6329487 6329487 666299813 CA 91750 6329494 6329494 666299904 IN 46580 6329537 6329537 666300355 GA 30039 6329567 6329567 666300652 GA 30214 6329569 6329569 666300678 TX 78957 6329588 6329588 666300868 WA 98031 6329614 6329614 666301122 SC 29555 6329633 6329633 666301312 IN 46590 6329647 6329647 666301452 CO 80002 6329657 6329657 666301551 TN 37211 6329658 6329658 666301569 TX 77085 6329670 6329670 666301684 NY 12590 6329689 6329689 666301874 FL 34759 6329712 6329712 666302104 CA 95610 6329721 6329721 666302195 NM 87121 6329724 6329724 666302229 CA 95687 6329768 6329768 666302666 TN 38125 6329786 6329786 666302831 CA 92563 6329806 6329806 666303037 TX 77019 6329815 6329815 666303128 CA 94509 6329819 6329819 666303169 CA 95492 6329832 6329832 666303292 FL 33029 6329860 6329860 666303573 TN 38116 6329870 6329870 666303672 CA 93313 6329872 6329872 666303698 NY 11763 6329885 6329885 666303821 CA 92833 6329908 6329908 666304050 WA 98837 6329970 6329970 666304670 IL 60624 6329987 6329987 666304845 CA 94805 6330006 6330006 666305032 CA 93905 6330043 6330043 666305404 CA 90631 6330064 6330064 666305610 MD 21703 6330075 6330075 666305727 FL 32209 6330084 6330084 666305818 CA 91387 6330106 6330106 666306030 OR 97045 6330108 6330108 666306055 TX 79907 6330122 6330122 666306196 CA 93704 6330128 6330128 666306253 CA 90255 6330196 6330196 666306931 FL 33313 6330258 6330258 666307541 UT 84660 6330268 6330268 666307640 CA 94533 6330269 6330269 666307657 OK 74063 6330270 6330270 666307665 TX 77074 6330273 6330273 666307699 FL 33025 6330275 6330275 666307715 TX 76208 6330317 6330317 666308135 TX 78109 6330324 6330324 666308200 IA 50125 6330331 6330331 666308275 FL 33196 6330337 6330337 666308333 FL 33407 6330339 6330339 666308358 MI 48228 6330385 6330385 666308762 IL 60632 6330405 6330405 666308952 UT 84119 6330419 6330419 666309091 TX 75217 6330444 6330444 666309349 CA 92840 6330453 6330453 666309430 CA 92844 6330495 6330495 666309851 CT 06437 6330498 6330498 666309885 WI 53208 6330503 6330503 666309935 TN 37217 6330514 6330514 666310040 IL 60634 6330523 6330523 666310131 NE 68007 6330525 6330525 666310156 CT 06457 6330528 6330528 666310180 IL 60104 6330552 6330552 666310461 MD 21117 6330601 6330601 666310958 NE 68901 6330608 6330608 666311022 CO 81520 6330643 6330643 666311378 MD 21740 6330660 6330660 666422274 IL 60636 6330663 6330663 666311576 MD 20744 6330674 6330674 666311683 IL 60409 6330686 6330686 666311808 IL 60411 6330690 6330690 666311840 IL 60195 6330704 6330704 666311980 IL 60505 6330748 6330748 666312442 NY 11233 6330855 6330855 666313515 WA 98557 6330861 6330861 666313572 CA 95023 6330886 6330886 666313820 TN 38141 6330902 6330902 666313960 MD 20784 6330957 6330957 666314513 TX 75089 6330991 6330991 666314851 CA 95240 6330994 6330994 666314885 AL 36105 6331010 6331010 666315049 CA 95320 6331027 6331027 666315213 CA 92571 6331062 6331062 666315569 FL 33015 6331105 6331105 666315999 TX 78725 6331108 6331108 666316021 GA 30315 6331110 6331110 666316047 NE 68317 6331121 6331121 666316153 CO 80128 6331144 6331144 666316385 FL 34242 6331151 6331151 666316450 CA 92701 6331159 6331159 666316534 PA 18324 6331171 6331171 666316658 CA 94565 6331172 6331172 666316666 TX 77338 6331177 6331177 666316716 OR 97055 6331185 6331185 666316799 FL 33142 6331187 6331187 666316815 OR 97351 6331200 6331200 666510698 GA 30087 6331204 6331204 666316989 IL 60402 6331212 6331212 666317060 CT 06010 6331220 6331220 666317144 NY 11236 6331290 6331290 666317839 CA 94603 6331301 6331301 666317946 FL 33166 6331319 6331319 666318118 UT 84084 6331331 6331331 666318233 FL 33139 6331346 6331346 666318381 TX 77449 6331355 6331355 666318472 TX 75040 6331360 6331360 666318522 OR 97007 6331366 6331366 666318589 CA 94509 6331382 6331382 666318746 AK 99518 6331395 6331395 666318878 VA 23434 6331413 6331413 666319041 TX 76082 6331427 6331427 666319181 CA 93535 6331449 6331449 666319405 CA 91744 6331462 6331462 666319538 LA 70058 6331466 6331466 666319579 IL 60469 6331518 6331518 666320080 TX 75236 6331519 6331519 666320098 NJ 08816 6331547 6331547 666320379 TX 75181 6331553 6331553 666320437 TX 77084 6331556 6331556 666320460 TX 77318 6331562 6331562 666320528 TX 75115 6331570 6331570 666320601 KY 40004 6331578 6331578 666320684 MI 48180 6331601 6331601 666320916 TX 77316 6331602 6331602 666320924 RI 02909 6331607 6331607 666320965 CA 92553 6331619 6331619 666321088 TX 77346 6331629 6331629 666321252 IL 60901 6331632 6331632 666321195 PA 16641 6331650 6331650 666321401 IL 60620 6331653 6331653 666321435 CA 95033 6331673 6331673 666321633 MA 02451 6331697 6331697 666321963 CA 95132 6331751 6331751 666322508 NY 11206 6331760 6331760 666322599 CO 80530 6331766 6331766 666322656 TN 38327 6331794 6331794 666322938 CA 95380 6331799 6331799 666322987 TX 77073 6331838 6331838 666323373 TX 78223 6331850 6331850 666323498 CT 06374 6331867 6331867 666323662 AZ 85730 6331876 6331876 666323753 CA 93637 6331900 6331900 666323993 CA 95660 6331918 6331918 666324173 CA 93550 6331920 6331920 666324199 CA 93933 6331926 6331926 666324256 WA 98043 6331930 6331930 666324298 OK 74037 6331932 6331932 666324314 OR 97107 6331936 6331936 666324355 CA 95833 6331940 6331940 666324397 CA 91354 6331955 6331955 666324546 CA 90047 6331960 6331960 666324595 IL 60609 6331975 6331975 666324744 NE 68502 6331994 6331994 666324934 CA 93638 6332006 6332006 666325055 WA 98671 6332026 6332026 666325253 NH 03301 6332053 6332053 666325527 CA 93534 6332094 6332094 666325931 UT 84065 6332098 6332098 666325972 TX 75847 6332115 6332115 666326145 PA 19055 6332137 6332137 666326368 CA 95206 6332158 6332158 666326574 IL 60623 6332175 6332175 666326749 CA 95205 6332187 6332187 666326863 CA 94621 6332197 6332197 666326962 IL 60067 6332212 6332212 666327101 CA 95206 6332214 6332214 666327127 TX 78216 6332231 6332231 666327275 TX 78163 6332240 6332240 666327366 CA 93286 6332247 6332247 666327432 IL 60634 6332254 6332254 666327507 CA 92805 6332274 6332274 666327705 CA 94015 6332285 6332285 666327812 IL 60714 6332309 6332309 666328059 CA 93247 6332323 6332323 666328190 LA 70818 6332332 6332332 666328281 CA 90003 6332399 6332399 666328950 TX 75052 6332401 6332401 666328976 CO 80233 6332410 6332410 666329065 UT 84057 6332440 6332440 666329362 TX 77301 6332485 6332485 666329800 CA 94601 6332490 6332490 666329859 TX 77092 6332509 6332509 666330048 FL 33442 6332516 6332516 666330113 FL 33405 6332520 6332520 666330154 CO 80003 6332531 6332531 666330261 AL 35952 6332553 6332553 666330485 FL 33403 6332557 6332557 666330527 CT 06415 6332559 6332559 666384144 FL 33029 6332605 6332605 666331053 GA 30052 6332615 6332615 666331152 CO 80231 6332619 6332619 666331194 CO 80022 6332621 6332621 666331210 GA 30013 6332626 6332626 666331269 CA 91042 6332631 6332631 666331319 GA 30338 6332656 6332656 666331566 MA 01843 6332661 6332661 666331616 CO 81503 6332670 6332670 666331707 CA 94509 6332689 6332689 666331897 TX 77627 6332707 6332707 666332077 CO 80538 6332709 6332709 666332093 CA 93033 6332714 6332714 666332143 MI 48075 6332724 6332724 666332242 TX 75043 6332754 6332754 666332549 SC 29640 6332813 6332813 666333133 TX 78245 6332815 6332815 666333158 CA 94591 6332817 6332817 666333174 CA 92345 6332860 6332860 666333604 WA 98684 6332870 6332870 666333703 CA 91780 6332891 6332891 666333919 UT 84043 6332918 6332918 666334180 CA 90746 6332922 6332922 666334222 FL 34221 6332954 6332954 666334537 CO 80128 6332958 6332958 666334578 FL 32625 6332985 6332985 666334834 UT 84084 6333022 6333022 666335203 AZ 85029 6333039 6333039 666335377 ID 83263 6333041 6333041 666335393 GA 30039 6333065 6333065 666335633 CA 94303 6333075 6333075 666335732 CA 95966 6333092 6333092 666335906 TX 77377 6333096 6333096 666335948 CA 91342 6333119 6333119 666336177 NC 28401 6333131 6333131 666336292 LA 70605 6333141 6333141 666336391 MT 59635 6333178 6333178 666336763 IL 60062 6333189 6333189 666336870 NE 68122 6333208 6333208 666337068 IL 60623 6333215 6333215 666337134 CA 94565 6333227 6333227 666337258 TX 76112 6333242 6333242 666337407 CA 95121 6333303 6333303 666338017 CA 94509 6333310 6333310 666338082 CA 93906 6333323 6333323 666338207 GA 30311 6333354 6333354 666338512 CA 95111 6333361 6333361 666338587 AL 35126 6333391 6333391 666338884 FL 33309 6333400 6333400 666338967 CA 94550 6333439 6333439 666339353 VA 24477 6333446 6333446 666339429 CA 92571 6333495 6333495 666339890 IL 60417 6333520 6333520 666340237 FL 33010 6333547 6333547 666340500 GA 30032 6333594 6333594 666340971 TN 37774 6333614 6333614 666341177 OR 97357 6333636 6333636 666341375 IL 60012 6333644 6333644 666341458 MA 02148 6333655 6333655 666341565 CA 92557 6333657 6333657 666341581 IL 60827 6333677 6333677 666341789 CA 95111 6333693 6333693 666341946 MI 49841 6333696 6333696 666341979 PA 15424 6333711 6333711 666342118 CO 80221 6333731 6333731 666342316 CA 91352 6333838 6333838 666343371 FL 33134 6333846 6333846 666343454 CA 95666 6333852 6333852 666343512 NC 28348 6333860 6333860 666343595 CA 92805 6333873 6333873 666343710 FL 33435 6333876 6333876 666343744 UT 84041 6333895 6333895 666343934 TX 78501 6333900 6333900 666343983 OR 97113 6333917 6333917 666344148 FL 33064 6333919 6333919 666344163 CA 93930 6333924 6333924 666344213 FL 33063 6333964 6333964 666344619 CA 91739 6333992 6333992 666344890 CA 94587 6334005 6334005 666345020 CA 95376 6334030 6334030 666345277 CA 95357 6334040 6334040 666345376 CA 94520 6334080 6334080 666345772 TX 78521 6334129 6334129 666346267 CA 93646 6334130 6334130 666346275 TX 78654 6334135 6334135 666346325 WA 98408 6334141 6334141 666346382 FL 33137 6334168 6334168 666346655 TN 37931 6334171 6334171 666346689 FL 33411 6334201 6334201 666346986 IL 60126 6334207 6334207 666347042 CA 95662 6334253 6334253 666347497 IL 62095 6334261 6334261 666347570 TX 76119 6334264 6334264 666347604 TX 77563 6334287 6334287 666347810 CA 92571 6334306 6334306 666348008 TX 77038 6334315 6334315 666348099 TX 75020 6334346 6334346 666348404 NY 11421 6334354 6334354 666348487 NE 68956 6334393 6334393 666349014 CO 80121 6334433 6334433 666349402 KY 40162 6334466 6334466 666349733 RI 02907 6334502 6334502 666350095 CA 95758 6334530 6334530 666350376 MI 48912 6334541 6334541 666350483 CA 91306 6334547 6334547 666350541 VA 20111 6334608 6334608 666351143 CA 91744 6334711 6334711 666352174 TX 75028 6334725 6334725 666352315 CA 90059 6334741 6334741 666352471 WA 98356 6334755 6334755 666352604 WA 98178 6334768 6334768 666352737 CO 80831 6334774 6334774 666352794 UT 84074 6334787 6334787 666352927 IL 60074 6334792 6334792 666352976 TN 37664 6334794 6334794 666352992 NH 03873 6334803 6334803 666353081 MD 20740 6334825 6334825 666353305 CA 90706 6334833 6334833 666353388 TN 38002 6334846 6334846 666353511 UT 84634 6334853 6334853 666353586 TX 78745 6334931 6334931 666354360 WA 98223 6334943 6334943 666354469 CA 92399 6334952 6334952 666354550 NV 89434 6334953 6334953 666354568 CA 92626 6334955 6334955 666354584 CA 92806 6334972 6334972 666354758 IL 60153 6334978 6334978 666354816 IL 60156 6335016 6335016 666355185 OR 97381 6335040 6335040 666355425 CA 95330 6335050 6335050 666355524 WA 98375 6335064 6335064 666355664 CA 95301 6335090 6335090 666355904 WI 53140 6335099 6335099 666355995 IL 60617 6335163 6335163 666356613 MI 48446 6335173 6335173 666356712 MI 49701 6335192 6335192 666356902 TX 78003 6335202 6335202 666357009 TX 75065 6335224 6335224 666357223 MI 48221 6335229 6335229 666357272 WI 54742 6335234 6335234 666357322 WA 98338 6335280 6335280 666357819 TN 37381 6335293 6335293 666357942 UT 84094 6335301 6335301 666358023 MI 48801 6335320 6335320 666358213 PA 18446 6335335 6335335 666358361 WI 53597 6335338 6335338 666358395 TN 38134 6335342 6335342 666358437 MI 48162 6335348 6335348 666358494 FL 32703 6335366 6335366 666358676 MI 49444 6335394 6335394 666358932 SC 29640 6335435 6335435 666359344 CA 95368 6335441 6335441 666359401 FL 33147 6335450 6335450 666359492 IL 60073 6335472 6335472 666359716 TX 76708 6335484 6335484 666359831 CA 91709 6335486 6335486 666359856 OR 97062 6335490 6335490 666359898 CA 95018 6335494 6335494 666359930 CA 94590 6335496 6335496 666359955 TN 37218 6335555 6335555 666360540 CA 94578 6335571 6335571 666360706 TX 76210 6335581 6335581 666360805 CA 95624 6335584 6335584 666360839 TX 77489 6335617 6335617 666361159 TX 78247 6335624 6335624 666361225 GA 30044 6335627 6335627 666361258 IL 60033 6335632 6335632 666361308 FL 34232 6335651 6335651 666361498 CA 95128 6335652 6335652 666361506 CA 95376 6335662 6335662 666361605 CA 95928 6335723 6335723 666362215 CA 90706 6335741 6335741 666362397 FL 33166 6335750 6335750 666362488 CA 95351 6335790 6335790 666362884 CA 95825 6335823 6335823 666363213 CA 92703 6335851 6335851 666363494 FL 33157 6335854 6335854 666363528 TX 76574 6335859 6335859 666363551 CA 95403 6335886 6335886 666363783 TX 75146 6335893 6335893 666363833 CO 80538 6335894 6335894 666363841 TX 75056 6335923 6335923 666364138 CA 94621 6335928 6335928 666364187 MD 21122 6335965 6335965 666364542 CA 93041 6335966 6335966 666364559 TX 75938 6335981 6335981 666364690 TX 75160 6335987 6335987 666364757 CA 92801 6335992 6335992 666364807 IL 61108 6336022 6336022 666365101 MD 20735 6336042 6336042 666365309 TX 78641 6336045 6336045 666365481 IL 60629 6336054 6336054 666365499 IL 60160 6336076 6336076 666365655 MD 21212 6336147 6336147 666366513 SC 29605 6336151 6336151 666366554 NV 89156 6336183 6336183 666366877 NJ 07208 6336187 6336187 666366919 CA 95823 6336204 6336204 666367081 RI 02909 6336239 6336239 666367438 AZ 85204 6336245 6336245 666367495 NJ 07801 6336266 6336266 666367701 CA 90220 6336275 6336275 666367792 CA 93291 6336285 6336285 666367891 CA 95382 6336293 6336293 666367974 VA 22192 6336300 6336300 666368048 WA 98665 6336315 6336315 666368196 AZ 85212 6336339 6336339 666368436 CA 95122 6336366 6336366 666368709 TX 77469 6336397 6336397 666369012 CA 94578 6336403 6336403 666369079 TX 77396 6336421 6336421 666369251 MI 48654 6336425 6336425 666369293 FL 33705 6336444 6336444 666369483 CA 94509 6336447 6336447 666369517 CA 94533 6336456 6336456 666369608 CA 92234 6336458 6336458 666369624 CA 94518 6336479 6336479 666369830 OK 74467 6336501 6336501 666370051 WA 98682 6336515 6336515 666370192 MA 01440 6336540 6336540 666370440 IL 60050 6336551 6336551 666370556 CO 80249 6336576 6336576 666370804 FL 33169 6336578 6336578 666370820 CA 94541 6336597 6336597 666371018 CO 80138 6336600 6336600 666371042 WA 98584 6336607 6336607 666371117 WA 98003 6336609 6336609 666371133 MA 01331 6336649 6336649 666371539 IL 60634 6336693 6336693 666371968 VA 22060 6336703 6336703 666372065 GA 30310 6336715 6336715 666372180 MI 48461 6336716 6336716 666372198 CA 92397 6336722 6336722 666372255 TX 77459 6336731 6336731 666372347 TX 78681 6336732 6336732 666372354 CA 93030 6336749 6336749 666372529 IL 60090 6336777 6336777 666372800 CA 94509 6336778 6336778 666372818 TX 75098 6336816 6336816 666373196 CO 80017 6336831 6336831 666373345 AL 35215 6336842 6336842 666373451 CO 80011 6336883 6336883 666373865 CA 94621 6336915 6336915 666374160 CO 80526 6336918 6336918 666374194 CO 80010 6336925 6336925 666374269 FL 32818 6336960 6336960 666374707 CA 95116 6337029 6337029 666375399 TN 38125 6337035 6337035 666375456 TN 38141 6337053 6337053 666375639 MD 20774 6337068 6337068 666375787 CA 95336 6337110 6337110 666376207 MD 21060 6337151 6337151 666376595 CA 94112 6337157 6337157 666376652 WA 98387 6337177 6337177 666376850 TN 38019 6337202 6337202 666377106 CA 92201 6337215 6337215 666377239 CA 93635 6337238 6337238 666377460 CA 95815 6337251 6337251 666377593 TN 38109 6337262 6337262 666377700 WA 98011 6337311 6337311 666378195 CA 95206 6337312 6337312 666378203 MD 20601 6337327 6337327 666378351 FL 32837 6337411 6337411 666379177 TX 77031 6337424 6337424 666379300 CT 06513 6337455 6337455 666379615 FL 34243 6337459 6337459 666379656 TX 75061 6337463 6337463 666379698 FL 33142 6337477 6337477 666379839 CA 90241 6337509 6337509 666380159 WA 98023 6337519 6337519 666380258 MI 49428 6337521 6337521 666380274 CA 95403 6337533 6337533 666380399 NC 28216 6337556 6337556 666380621 WA 98513 6337559 6337559 666380654 IL 60425 6337570 6337570 666380761 TX 75041 6337578 6337578 666380845 CA 95350 6337641 6337641 666381470 CA 90303 6337676 6337676 666381827 IL 60607 6337703 6337703 666382098 IL 60110 6337707 6337707 666382130 LA 70611 6337721 6337721 666382270 FL 34120 6337732 6337732 666382387 TX 75154 6337735 6337735 666382411 CA 93304 6337764 6337764 666382692 CA 92683 6337781 6337781 666382866 FL 33029 6337807 6337807 666383104 NY 11436 6337831 6337831 666383344 CA 91706 6337833 6337833 666383369 TX 78745 6337841 6337841 666383427 TX 78681 6337875 6337875 666383773 MI 48076 6337891 6337891 666383930 NY 11550 6337911 6337911 666384219 NY 11720 6337949 6337949 666384599 AZ 85301 6337971 6337971 666384813 IL 60425 6338032 6338032 666385422 AZ 85268 6338100 6338100 666386107 NJ 08087 6338107 6338107 666386172 WA 98604 6338132 6338132 666386420 CO 80002 6338208 6338208 666387170 TX 77004 6338233 6338233 666387428 TN 38125 6338235 6338235 666387444 NY 11435 6338244 6338244 666387535 FL 33035 6338256 6338256 666387659 TN 38115 6338281 6338281 666387907 WA 98208 6338331 6338331 666388400 CA 95833 6338371 6338371 666388806 TX 75048 6338394 6338394 666389036 AZ 85021 6338406 6338406 666389150 CA 91436 6338449 6338449 666389572 CA 95758 6338452 6338452 666389606 CA 95023 6338457 6338457 666389655 IL 60435 6338468 6338468 666389762 FL 33569 6338471 6338471 666389796 TX 78652 6338504 6338504 666390125 IL 60637 6338507 6338507 666390158 GA 30058 6338517 6338517 666390257 FL 33014 6338549 6338549 666390570 WA 98332 6338566 6338566 666390745 IN 46312 6338603 6338603 666391115 AZ 85043 6338612 6338612 666391206 CA 94134 6338713 6338713 666392212 TX 77356 6338728 6338728 666392360 TX 79912 6338730 6338730 666392378 AL 35226 6338762 6338762 666392659 CA 95822 6338770 6338770 666392733 CA 95219 6338774 6338774 666393798 FL 34234 6338778 6338778 666392790 CA 91744 6338785 6338785 666392865 PA 18466 6338826 6338826 666393277 NM 88203 6338833 6338833 666393343 TX 77591 6338881 6338881 666393947 KY 40076 6338963 6338963 666394747 NC 28107 6338988 6338988 666394994 TN 37804 6338992 6338992 666395033 TX 78664 6339035 6339035 666395462 CA 93710 6339063 6339063 666395744 UT 84119 6339101 6339101 666396122 WA 98632 6339103 6339103 666396148 MI 48832 6339117 6339117 666396288 FL 33068 6339144 6339144 666396551 CA 91739 6339165 6339165 666396767 FL 33026 6339175 6339175 666396866 CA 95404 6339181 6339181 666396924 TX 77356 6339225 6339225 666397369 IA 52302 6339270 6339270 666397815 FL 34743 6339288 6339288 666397997 FL 33186 6339358 6339358 666398698 CA 91402 6339365 6339365 666398763 CA 92627 6339399 6339399 666399084 UT 84092 6339446 6339446 666399555 VA 22191 6339463 6339463 666399720 CA 94601 6339479 6339479 666399886 CA 94509 6339511 6339511 666400197 UT 84004 6339521 6339521 666404009 UT 84104 6339535 6339535 666400403 AZ 85296 6339566 6339566 666400700 CA 95340 6339608 6339608 666401112 FL 33168 6339634 6339634 666401377 HI 96797 6339637 6339637 666401393 CA 93534 6339679 6339679 666401807 CA 95127 6339682 6339682 666401831 CA 92404 6339690 6339690 666401914 IL 60532 6339714 6339714 666402151 WA 98579 6339719 6339719 666402201 FL 33179 6339733 6339733 666402342 CA 95391 6339784 6339784 666402912 IL 60638 6339828 6339828 666403290 TX 77389 6339829 6339829 666403308 TX 76180 6339832 6339832 666403332 TX 77449 6339839 6339839 666403407 TX 76039 6339841 6339841 666403423 TX 75081 6339849 6339849 666403506 TX 75217 6339850 6339850 666403514 TX 75126 6339865 6339865 666403654 TN 37918 6339875 6339875 666403753 FL 33063 6339887 6339887 666403878 FL 32725 6339951 6339951 666404686 VA 20176 6339960 6339960 666404777 CO 80234 6340011 6340011 666405287 UT 84119 6340035 6340035 666405527 UT 84065 6340044 6340044 666405618 TN 38340 6340050 6340050 666405675 CT 06515 6340165 6340165 666406806 CA 95828 6340188 6340188 666407036 NV 89142 6340251 6340251 666407663 WA 98375 6340304 6340304 666408182 CO 80550 6340312 6340312 666408265 LA 70770 6340315 6340315 666408299 CA 92804 6340434 6340434 666409479 TX 75061 6340456 6340456 666409693 TX 77502 6340535 6340535 666410485 WA 98445 6340573 6340573 666410857 LA 70117 6340593 6340593 666411038 TX 75249 6340621 6340621 666411285 TX 77041 6340666 6340666 666411731 MA 02641 6340699 6340699 666412044 TX 76118 6340701 6340701 666412069 TX 79932 6340717 6340717 666412226 IL 61109 6340729 6340729 666412341 WA 98321 6340738 6340738 666412473 TX 75098 6340749 6340749 666412549 MD 21122 6340763 6340763 666412689 TX 77346 6340849 6340849 666413653 CO 80234 6340873 6340873 666413893 IL 60634 6340886 6340886 666414024 IL 60459 6340936 6340936 666414529 PA 19129 6340964 6340964 666414792 CA 95207 6341019 6341019 666415344 CA 92706 6341049 6341049 666415641 CA 95350 6341091 6341091 666416060 WA 98284 6341113 6341113 666416284 MO 65616 6341122 6341122 666416375 WA 99016 6341129 6341129 666416441 CO 80634 6341144 6341144 666416599 CA 94578 6341185 6341185 666417001 WY 82716 6341272 6341272 666417852 TX 75034 6341337 6341337 666418504 MI 49855 6341370 6341370 666418835 GA 30084 6341387 6341387 666418991 TX 76248 6341403 6341403 666419155 IL 60440 6341410 6341410 666419221 TX 75964 6341443 6341443 666419551 CA 93905 6341453 6341453 666419650 LA 70811 6341511 6341511 666420237 NC 28216 6341535 6341535 666420443 NC 27529 6341549 6341549 666420575 CA 91010 6341569 6341569 666420773 CA 91321 6341571 6341571 666420799 CA 94804 6341604 6341604 666421086 TX 75134 6341627 6341627 666421300 IL 60047 6341657 6341657 666421565 FL 32738 6341856 6341856 666423801 AZ 85207 6341882 6341882 666424064 CO 80012 6341890 6341890 666424148 UT 84106 6341925 6341925 666424494 CA 96022 6341956 6341956 666424809 AK 99654 6341967 6341967 666424916 CA 94531 6342029 6342029 666425525 FL 32808 6342050 6342050 666425731 FL 34235 6342079 6342079 666426028 CA 92078 6342089 6342089 666426127 GA 30013 6342184 6342184 666427059 AZ 85033 6342189 6342189 666427109 GA 30297 6342301 6342301 666428222 IL 61614 6342336 6342336 666428578 CA 95361 6342390 6342390 666429113 CA 94531 6342425 6342425 666429451 FL 33511 6342541 6342541 666430590 TX 75220 6342623 6342623 666431408 TX 77478 6342646 6342646 666431689 VA 22306 6342791 6342791 666433123 CO 80602 6342809 6342809 666433305 CO 80031 6342864 6342864 666433859 MI 49738 6342883 6342883 666434048 IL 60426 6342916 6342916 666434378 CO 80022 6342949 6342949 666434709 CA 90063 6342984 6342984 666435052 AZ 85710 6343063 6343063 666435920 FL 33175 6343222 6343222 666437439 CA 93277 6343260 6343260 666437819 LA 71047 6343317 6343317 666438346 MD 20714 6343370 6343370 666438874 WI 53221 6343546 6343546 666440631 IN 46012 6343606 6343606 666441225 TX 79703 6343691 6343691 666442058 MD 20716 6343698 6343698 666442124 TX 77386 6343812 6343812 666443239 WA 98270 6343861 6343861 666443684 WA 98119 6343956 6343956 666444575 TX 75028 6344460 6344460 666449731 TX 78664 6344628 6344628 666451380 TX 76574 6344671 6344671 666451802 IN 46580 6344697 6344697 666452065 CA 95020 6344901 6344901 666454087 OR 97216 6344908 6344908 666454152 MI 48837 6344980 6344980 666454855 CA 95621 6345856 6345856 666463625 WA 98660 6346033 6346033 666465356 CA 94565 6346216 6346216 666467261 FL 33165 63473780 63473780 63473780 GA 30144 63473900 63473900 63473900 GA 30305 63474020 63474020 63474020 GA 30016 63474084 63474084 63474084 GA 30043 63474092 63474092 63474092 GA 30016 63474108 63474108 63474108 GA 30034 63474116 63474116 63474116 GA 31088 63474140 63474140 63474140 GA 30288 63474156 63474156 63474156 GA 30043 63474164 63474164 63474164 GA 30012 63474172 63474172 63474172 GA 30122 63474196 63474196 63474196 GA 30324 63474228 63474228 63474228 GA 30157 63474260 63474260 63474260 GA 30152 6348785 6348785 666492939 CO 81069 64179320 64179320 64179320 WA 98106 64179360 64179360 64179360 WA 98122 64179384 64179384 64179384 WA 98366 64179416 64179416 64179416 WA 98311 64179440 64179440 64179440 WA 98366 64179456 64179456 64179456 WA 98110 64179464 64179464 64179464 WA 98117 64587981 64587981 64587981 CA 91010 64819425 64819425 64819425 WA 98019 65979775 65979775 65979775 NJ 07204 65979871 65979871 65979871 NJ 07013 65979903 65979903 65979903 NJ 07202 65979911 65979911 65979911 NJ 08873 65979919 65979919 65979919 NJ 07202 65979935 65979935 65979935 NJ 08882 65979951 65979951 65979951 NJ 07063 65979967 65979967 65979967 FL 34769 65979975 65979975 65979975 NJ 07206 65980031 65980031 65980031 NJ 07018 65980063 65980063 65980063 NJ 07421 65980231 65980231 65980231 NJ 07866 7155335 7155335 7155335 NV 89156 7523821 7523821 7523821 PA 18085 7524295 7524295 7524295 MS 38829 76511986 76511986 76511986 CA 91107 76512130 76512130 76512130 NJ 08611 76512170 76512170 76512170 FL 34715 76512226 76512226 76512226 AL 36695 76512354 76512354 76512354 CA 91739 76512386 76512386 76512386 CA 92584 76512466 76512466 76512466 NH 03086 76512474 76512474 76512474 AL 36572 76512642 76512642 76512642 NJ 07869 76512698 76512698 76512698 FL 33884 76578908 76578908 76578908 AZ 85373 76631292 76631292 76631292 WA 98498 76631348 76631348 76631348 WA 98277 77425714 77425714 77425714 IL 62234 77425738 77425738 77425738 MI 49343 77425746 77425746 77425746 CA 92782 78526003 78526003 78526003 AZ 85379 79017344 79017344 79017344 TX 77338 79496975 79496975 79496975 TX 75287 79515809 79515809 79515809 CA 90011 79578458 79578458 79578458 NV 89156 79808955 79808955 79808955 TN 38053 79987167 79987167 79987167 GA 30294 8000026260 8000026260 359133795 CT 06514 8000026836 8000026836 359133823 NY 11233 80076938 80076938 80076938 MD 20815 80132705 80132705 80132705 FL 33198 80133321 80133321 80133321 VA 22315 80200154 80200154 80200154 VA 20147 80204186 80204186 80204186 GA 30035 80239871 80239871 80239871 VA 20176 80295966 80295966 80295966 GA 30349 80339051 80339051 80339051 VA 20186 80384328 80384328 80384328 MI 48239 80393113 80393113 80393113 NJ 08003 80472627 80472627 80472627 TX 75052 80472643 80472643 80472643 NY 11413 80488645 80488645 80488645 AZ 85029 80510600 80510600 80510600 OR 97502 80546997 80546997 80546997 MN 55122 80550581 80550581 80550581 AZ 85326 80551333 80551333 80551333 CA 92397 80573872 80573872 80573872 GA 30318 80582785 80582785 80582785 CA 95823 80588938 80588938 80588938 PA 19460 80591178 80591178 80591178 FL 34953 80603756 80603756 80603756 VA 20110 80632239 80632239 80632239 GA 30013 80652018 80652018 80652018 PA 15131 80657026 80657026 80657026 CO 80911 80657106 80657106 80657106 FL 34203 80657771 80657771 80657771 CA 90247 80659787 80659787 80659787 IL 60640 80666004 80666004 80666004 WA 98019 80669724 80669724 80669724 NV 89109 80672788 80672788 80672788 NV 89014 80688806 80688806 80688806 GA 30314 80690311 80690311 80690311 WA 98034 80709905 80709905 80709905 WA 98012 80710145 80710145 80710145 TX 75094 80730428 80730428 80730428 VA 20155 80738701 80738701 80738701 WA 98371 80741461 80741461 80741461 AZ 85037 80824215 80824215 80824215 TX 77073 80825248 80825248 80825248 CO 80621 80827248 80827248 80827248 MN 55427 80832576 80832576 80832576 NV 89014 80836593 80836593 80836593 OR 97055 80837217 80837217 80837217 NE 68122 80839153 80839153 80839153 CA 95621 80853851 80853851 80853851 FL 32818 80857268 80857268 80857268 WI 53204 80859204 80859204 80859204 TN 37876 80862300 80862300 80862300 MN 55057 80884351 80884351 80884351 AL 35007 80887007 80887007 80887007 AZ 85323 80894232 80894232 80894232 VA 20111 80895832 80895832 80895832 ID 83642 80896464 80896464 80896464 CA 92530 80897161 80897161 80897161 GA 30144 80911970 80911970 80911970 NV 89130 80917099 80917099 80917099 VA 22191 80919291 80919291 80919291 TX 78717 80923508 80923508 80923508 AZ 85326 80924868 80924868 80924868 FL 33185 80924948 80924948 80924948 NV 89048 80926316 80926316 80926316 MN 55406 80927548 80927548 80927548 DC 20003 80930933 80930933 80930933 MD 20877 80940542 80940542 80940542 IL 60104 80945983 80945983 80945983 IL 60435 80946031 80946031 80946031 VA 22026 80952816 80952816 80952816 CA 95823 80954264 80954264 80954264 MN 55331 80966697 80966697 80966697 CO 80017 80977435 80977435 80977435 NM 87701 80984147 80984147 80984147 WA 98058 80985364 80985364 80985364 NV 89015 80989420 80989420 80989420 GA 30305 80993173 80993173 80993173 MD 21220 80995557 80995557 80995557 AZ 85239 80998213 80998213 80998213 MO 63129 81010647 81010647 81010647 AZ 85338 81012079 81012079 81012079 FL 32811 81013455 81013455 81013455 NC 27703 81024673 81024673 81024673 AZ 85041 81025129 81025129 81025129 AZ 85035 81032522 81032522 81032522 CA 94954 81034026 81034026 81034026 CA 93041 81039002 81039002 81039002 GA 30180 81047779 81047779 81047779 NV 89129 81062541 81062541 81062541 CA 91402 81070958 81070958 81070958 AZ 85201 81072615 81072615 81072615 CO 80233 81080992 81080992 81080992 IN 46231 81081416 81081416 81081416 NC 28227 81083672 81083672 81083672 MI 48430 81085928 81085928 81085928 FL 33569 81089049 81089049 81089049 WA 98387 81089785 81089785 81089785 TX 76051 81090825 81090825 81090825 GA 30281 81094841 81094841 81094841 AZ 85338 81098338 81098338 81098338 MI 48616 81098378 81098378 81098378 FL 34639 81103290 81103290 81103290 AZ 85339 81117764 81117764 81117764 CA 90806 81122885 81122885 81122885 CO 80014 81124405 81124405 81124405 CA 92571 81131142 81131142 81131142 NC 28027 81131254 81131254 81131254 GA 30004 81131294 81131294 81131294 NC 28659 81131486 81131486 81131486 NC 28215 81131646 81131646 81131646 FL 33178 81134462 81134462 81134462 FL 33326 81138375 81138375 81138375 OR 97006 81138583 81138583 81138583 WI 54956 81139095 81139095 81139095 OK 73142 81145568 81145568 81145568 CA 92701 81146496 81146496 81146496 NV 89139 81148640 81148640 81148640 AZ 85635 81148672 81148672 81148672 MI 48091 81148680 81148680 81148680 OR 97392 81153393 81153393 81153393 SC 29203 81153617 81153617 81153617 WV 25309 81157233 81157233 81157233 FL 32209 81162130 81162130 81162130 IL 60074 81163106 81163106 81163106 AZ 85032 81165098 81165098 81165098 FL 33175 81165882 81165882 81165882 IL 60477 81167866 81167866 81167866 KY 40220 81171219 81171219 81171219 FL 33952 81172171 81172171 81172171 CA 92688 81172323 81172323 81172323 CA 95688 81174211 81174211 81174211 AZ 85234 81182076 81182076 81182076 TN 38018 81182524 81182524 81182524 MI 48442 81186997 81186997 81186997 MD 20740 81189109 81189109 81189109 MD 20634 81189229 81189229 81189229 MN 55082 81190413 81190413 81190413 VA 20110 81190853 81190853 81190853 NV 89122 81193774 81193774 81193774 MI 48306 81194510 81194510 81194510 DC 20019 81198230 81198230 81198230 AZ 85353 81202359 81202359 81202359 CA 92503 81205727 81205727 81205727 AZ 85224 81220737 81220737 81220737 AZ 85037 81220777 81220777 81220777 CA 92551 81223177 81223177 81223177 CA 91763 81224114 81224114 81224114 GA 30058 81229458 81229458 81229458 AZ 85304 81230042 81230042 81230042 WA 98166 81231098 81231098 81231098 FL 34711 81231834 81231834 81231834 TN 38301 81232979 81232979 81232979 TX 76133 81233283 81233283 81233283 GA 30044 81234091 81234091 81234091 VA 22407 81242052 81242052 81242052 AZ 85737 81245132 81245132 81245132 CA 92335 81251541 81251541 81251541 NJ 08110 81251853 81251853 81251853 AZ 85225 81252053 81252053 81252053 VA 23605 81255645 81255645 81255645 GA 30040 81257470 81257470 81257470 CA 92551 81262182 81262182 81262182 MD 21795 81265143 81265143 81265143 VA 22554 81265615 81265615 81265615 MD 21783 81267679 81267679 81267679 TX 77095 81268783 81268783 81268783 IL 60628 81269527 81269527 81269527 FL 33830 81269639 81269639 81269639 WA 99337 81269895 81269895 81269895 FL 33020 81272496 81272496 81272496 KY 40219 81273720 81273720 81273720 CA 92335 81273792 81273792 81273792 CA 92653 81273816 81273816 81273816 CA 92337 81280361 81280361 81280361 AZ 85715 81282881 81282881 81282881 MO 63118 81287825 81287825 81287825 AZ 85037 81288722 81288722 81288722 GA 30019 81289250 81289250 81289250 NV 89015 81291058 81291058 81291058 CA 96118 81293746 81293746 81293746 NV 89144 81295130 81295130 81295130 VA 20112 81297819 81297819 81297819 WA 98528 81297939 81297939 81297939 CA 92065 81298739 81298739 81298739 CA 92571 81300827 81300827 81300827 CO 80223 81304572 81304572 81304572 FL 32257 81305292 81305292 81305292 MO 53146 81306044 81306044 81306044 WA 98367 81308556 81308556 81308556 NC 28110 81308580 81308580 81308580 VA 23462 81308676 81308676 81308676 AZ 85382 81309948 81309948 81309948 NV 89015 81317821 81317821 81317821 GA 30024 81317877 81317877 81317877 GA 31548 81318277 81318277 81318277 CA 92201 81319597 81319597 81319597 MI 48186 81320494 81320494 81320494 FL 33778 81321062 81321062 81321062 KY 40229 81324166 81324166 81324166 TX 78130 81324686 81324686 81324686 GA 30311 81325766 81325766 81325766 IL 60545 81326502 81326502 81326502 MD 20646 81331327 81331327 81331327 GA 30060 81334527 81334527 81334527 GA 30265 81337496 81337496 81337496 VA 20110 81337512 81337512 81337512 GA 30052 81342792 81342792 81342792 CA 92105 81346217 81346217 81346217 CA 93550 81346489 81346489 81346489 CO 80128 81348273 81348273 81348273 NJ 08753 81349577 81349577 81349577 CA 93535 81353410 81353410 81353410 CA 95621 81363059 81363059 81363059 FL 33905 81366571 81366571 81366571 CA 93304 81366643 81366643 81366643 AZ 85326 81371684 81371684 81371684 MI 49333 81380077 81380077 81380077 TX 76082 81385958 81385958 81385958 OK 74011 81386238 81386238 81386238 NV 89005 81386854 81386854 81386854 TX 77073 81390718 81390718 81390718 GA 30134 81391310 81391310 81391310 WA 98205 81393335 81393335 81393335 NY 14075 81393551 81393551 81393551 NY 12401 81393575 81393575 81393575 NJ 07036 81396135 81396135 81396135 WI 54914 81396247 81396247 81396247 GA 30035 81397647 81397647 81397647 WA 98199 81397711 81397711 81397711 CA 92029 81397847 81397847 81397847 CA 92780 81397863 81397863 81397863 CA 92113 81397895 81397895 81397895 WA 98375 81397919 81397919 81397919 CA 91765 81397975 81397975 81397975 AZ 85205 81400440 81400440 81400440 VA 20111 81407761 81407761 81407761 FL 34207 81408993 81408993 81408993 GA 30236 81409873 81409873 81409873 CA 90220 81410409 81410409 81410409 OR 97056 81412705 81412705 81412705 FL 33594 81413033 81413033 81413033 CO 80222 81413993 81413993 81413993 TX 75790 81415361 81415361 81415361 GA 30058 81417978 81417978 81417978 CA 90815 81419050 81419050 81419050 CA 90631 81420338 81420338 81420338 AZ 85027 81422914 81422914 81422914 IL 60628 81422930 81422930 81422930 FL 32712 81422986 81422986 81422986 FL 32825 81424579 81424579 81424579 MO 64114 81424843 81424843 81424843 VA 23666 81425075 81425075 81425075 GA 30041 81425419 81425419 81425419 IL 60115 81426579 81426579 81426579 CA 92324 81427995 81427995 81427995 GA 31088 81430531 81430531 81430531 CA 96073 81431387 81431387 81431387 AZ 85308 81431956 81431956 81431956 WA 98611 81435244 81435244 81435244 MN 55448 81435556 81435556 81435556 MN 55412 81436324 81436324 81436324 PA 19344 81437252 81437252 81437252 IN 46319 81439829 81439829 81439829 CO 80831 81441149 81441149 81441149 FL 33172 81445541 81445541 81445541 CA 94806 81447894 81447894 81447894 GA 30504 81448310 81448310 81448310 AZ 85031 81449950 81449950 81449950 WA 98258 81450118 81450118 81450118 CA 92223 81450278 81450278 81450278 AZ 85224 81454966 81454966 81454966 LA 70448 81456631 81456631 81456631 NV 89084 81456679 81456679 81456679 NV 89149 81457007 81457007 81457007 TX 78213 81457407 81457407 81457407 TN 38344 81458103 81458103 81458103 NJ 08753 81460423 81460423 81460423 CA 90605 81469832 81469832 81469832 FL 33569 81470544 81470544 81470544 CA 92582 81470576 81470576 81470576 CA 90059 81470616 81470616 81470616 CA 95624 81471681 81471681 81471681 OR 97477 81471697 81471697 81471697 CO 81401 81471729 81471729 81471729 FL 33467 81471769 81471769 81471769 FL 34974 81473297 81473297 81473297 IL 60435 81474073 81474073 81474073 MD 20904 81474097 81474097 81474097 VA 20164 81474105 81474105 81474105 VA 23093 81476673 81476673 81476673 OR 97457 81479393 81479393 81479393 CA 92833 81481794 81481794 81481794 AZ 85340 81484338 81484338 81484338 KS 66207 81485034 81485034 81485034 KY 40299 81487394 81487394 81487394 CO 80516 81491619 81491619 81491619 CO 80127 81492291 81492291 81492291 MD 21157 81492339 81492339 81492339 LA 70119 81492355 81492355 81492355 ID 83686 81492363 81492363 81492363 ID 83687 81492371 81492371 81492371 FL 34987 81493259 81493259 81493259 MI 48154 81494451 81494451 81494451 CA 90255 81496836 81496836 81496836 MD 20636 81497564 81497564 81497564 AZ 85017 81497924 81497924 81497924 AZ 85308 81500868 81500868 81500868 GA 30019 81502636 81502636 81502636 VA 22193 81503741 81503741 81503741 GA 30705 81504301 81504301 81504301 WA 98290 81507885 81507885 81507885 CA 91768 81509941 81509941 81509941 AZ 85210 81509989 81509989 81509989 CO 80249 81510021 81510021 81510021 AZ 85282 81510053 81510053 81510053 CO 80219 81510085 81510085 81510085 FL 32566 81510157 81510157 81510157 WA 98663 81510197 81510197 81510197 CO 80010 81510269 81510269 81510269 CO 80126 81510325 81510325 81510325 AZ 86326 81510341 81510341 81510341 MN 55106 81510365 81510365 81510365 CO 80205 81510413 81510413 81510413 CO 80204 81510437 81510437 81510437 UT 84737 81510469 81510469 81510469 NV 89433 81510517 81510517 81510517 AZ 85335 81511549 81511549 81511549 AZ 85219 81511582 81511582 81511582 CA 93535 81511590 81511590 81511590 CO 80015 81513198 81513198 81513198 GA 30121 81514758 81514758 81514758 CA 92553 81515670 81515670 81515670 GA 30060 81516550 81516550 81516550 GA 30045 81518166 81518166 81518166 FL 33542 81526887 81526887 81526887 MD 21225 81527031 81527031 81527031 CA 91354 81527375 81527375 81527375 KY 40743 81536661 81536661 81536661 HI 96706 81538117 81538117 81538117 ME 04239 81538141 81538141 81538141 VA 22542 81538213 81538213 81538213 VA 20110 81538221 81538221 81538221 VA 20110 81538245 81538245 81538245 FL 32009 81538333 81538333 81538333 MD 20743 81538349 81538349 81538349 CT 06614 81538373 81538373 81538373 MD 20874 81538381 81538381 81538381 VA 20136 81538389 81538389 81538389 NY 11210 81539349 81539349 81539349 CA 90621 81544166 81544166 81544166 OR 97914 81545574 81545574 81545574 NV 89506 81547486 81547486 81547486 CA 92703 81548534 81548534 81548534 MI 49426 81549326 81549326 81549326 VA 20115 81551126 81551126 81551126 IN 47136 81555543 81555543 81555543 WA 98038 81563112 81563112 81563112 CA 92503 81563400 81563400 81563400 TX 75042 81565384 81565384 81565384 NV 89122 81565400 81565400 81565400 NV 89122 81571529 81571529 81571529 IL 60446 81571697 81571697 81571697 GA 31909 81572777 81572777 81572777 NC 28277 81572985 81572985 81572985 CA 93535 81573001 81573001 81573001 CA 91362 81573009 81573009 81573009 CA 95835 81578674 81578674 81578674 UT 84790 81578898 81578898 81578898 OR 97504 81579818 81579818 81579818 CA 92509 81580034 81580034 81580034 NY 11580 81580050 81580050 81580050 AZ 85042 81580058 81580058 81580058 NV 89506 81580082 81580082 81580082 AZ 85306 81580106 81580106 81580106 FL 33907 81580114 81580114 81580114 FL 33025 81580122 81580122 81580122 FL 32082 81580146 81580146 81580146 NV 89149 81580474 81580474 81580474 WA 98404 81583738 81583738 81583738 CA 91744 81587811 81587811 81587811 PA 18411 81589475 81589475 81589475 GA 30045 81591587 81591587 81591587 KY 40217 81594316 81594316 81594316 SC 29579 81596068 81596068 81596068 VA 22152 81597148 81597148 81597148 FL 33909 81597212 81597212 81597212 NC 27370 81597972 81597972 81597972 MI 48320 81598260 81598260 81598260 FL 32205 81600741 81600741 81600741 VA 20110 81605757 81605757 81605757 WA 98270 81617119 81617119 81617119 NV 89106 81617471 81617471 81617471 FL 32608 81619527 81619527 81619527 KS 66112 81621319 81621319 81621319 UT 84720 81621335 81621335 81621335 CA 95831 81621343 81621343 81621343 NV 89142 81621359 81621359 81621359 UT 84660 81621375 81621375 81621375 CA 93311 81621383 81621383 81621383 CA 93304 81621399 81621399 81621399 UT 84015 81621407 81621407 81621407 NV 89131 81621623 81621623 81621623 GA 30288 81623959 81623959 81623959 GA 30741 81632473 81632473 81632473 CA 92345 81632641 81632641 81632641 CA 95993 81684575 81684575 81684575 GA 31210 81685023 81685023 81685023 NC 27587 81688304 81688304 81688304 MI 48104 81690784 81690784 81690784 CA 95138 81703097 81703097 81703097 MI 48141 81705458 81705458 81705458 CA 94531 81708026 81708026 81708026 FL 33409 81708042 81708042 81708042 FL 33076 81709066 81709066 81709066 AZ 85281 81709098 81709098 81709098 CA 91205 81709138 81709138 81709138 CA 91342 81709154 81709154 81709154 CA 95322 81713235 81713235 81713235 OR 97850 81713259 81713259 81713259 NM 87031 81715363 81715363 81715363 IL 60477 81715979 81715979 81715979 AZ 85032 81727756 81727756 81727756 CA 95206 82103096 82103096 82103096 CA 95340 83174886 83174886 83174886 SC 29045 83190474 83190474 83190474 MD 20602 83494665 83494665 83494665 AZ 85202 83598813 83598813 83598813 CT 06489 83598829 83598829 83598829 CT 06108 83598837 83598837 83598837 CT 06492 83598853 83598853 83598853 CT 06457 83598869 83598869 83598869 CT 06109 83931919 83931919 83931919 TX 76131 83993425 83993425 83993425 NJ 07701 84735283 84735283 84735283 CT 06112 84735387 84735387 84735387 CT 06706 84735467 84735467 84735467 NY 14814 84735515 84735515 84735515 CT 06051 84735587 84735587 84735587 MA 02766 84735611 84735611 84735611 MA 01527 84735675 84735675 84735675 CT 06106 84735715 84735715 84735715 MA 02061 84735731 84735731 84735731 MA 02767 85075026 85075026 85075026 TX 77034 85771523 85771523 85771523 TX 77459 85945013 85945013 85945013 GA 30045 85966973 85966973 85966973 CO 80538 85990758 85990758 85990758 CA 94585 86008623 86008623 86008623 NJ 08037 86096259 86096259 86096259 FL 32141 86173738 86173738 86173738 MS 39401 86325826 86325826 86325826 CO 80017 86352334 86352334 86352334 NY 11722 86490319 86490319 86490319 PA 18210 86636938 86636938 86636938 IN 47925 86690484 86690484 86690484 VA 22192 86710786 86710786 86710786 CA 95835 86710834 86710834 86710834 CA 95422 86710858 86710858 86710858 CA 95829 86710914 86710914 86710914 CA 95835 86710922 86710922 86710922 CA 95822 86710970 86710970 86710970 OR 97501 86711018 86711018 86711018 OR 97355 86711066 86711066 86711066 CA 95682 86711082 86711082 86711082 CA 94533 86711106 86711106 86711106 CA 95901 86711114 86711114 86711114 CA 95624 86711146 86711146 86711146 CA 92563 86711210 86711210 86711210 CA 95336 86711242 86711242 86711242 CA 95621 86711274 86711274 86711274 OR 97501 86722845 86722845 86722845 TX 77084 86849429 86849429 86849429 CA 92336 87098066 87098066 87098066 MA 01030 87124679 87124679 87124679 CA 95207 87151538 87151538 87151538 AZ 85242 87375408 87375408 87375408 WA 99344 87544532 87544532 87544532 NY 12205 87551583 87551583 87551583 CA 90262 87570938 87570938 87570938 IL 60611 87581375 87581375 87581375 CA 92394 87615391 87615391 87615391 IN 46176 87684021 87684021 87684021 NC 27591 87731161 87731161 87731161 CO 80911 87736258 87736258 87736258 TX 78046 87737626 87737626 87737626 NY 11411 87745939 87745939 87745939 OK 74044 87841018 87841018 87841018 MN 55721 87927770 87927770 87927770 MO 63373 88019581 88019581 88019581 TX 77433 88024294 88024294 88024294 MI 48035 88056842 88056842 88056842 MI 48239 88072132 88072132 88072132 TX 75070 88072924 88072924 88072924 TX 76065 88082461 88082461 88082461 AZ 85033 88216095 88216095 88216095 WA 98125 88264097 88264097 88264097 VA 23464 88304015 88304015 88304015 AZ 85242 88305887 88305887 88305887 TX 75024 88307119 88307119 88307119 TX 77478 88312088 88312088 88312088 MS 38632 88315240 88315240 88315240 FL 32738 88411791 88411791 88411791 CA 95307 88439173 88439173 88439173 CA 93274 88444993 88444993 88444993 IL 60077 88460728 88460728 88460728 CA 92392 88538316 88538316 88538316 MT 59859 88542752 88542752 88542752 UT 84084 88555844 88555844 88555844 IL 60085 88630398 88630398 88630398 RI 02909 88630606 88630606 88630606 TX 79936 88633563 88633563 88633563 NV 89084 88676400 88676400 88676400 WA 98275 88681217 88681217 88681217 IL 60613 88681529 88681529 88681529 IL 60626 88681961 88681961 88681961 IL 60629 88711580 88711580 88711580 TX 77356 88711676 88711676 88711676 MO 65101 88711716 88711716 88711716 TX 78612 88743694 88743694 88743694 AL 35043 88750046 88750046 88750046 CA 92335 88771274 88771274 88771274 CA 92570 88779168 88779168 88779168 IL 60624 88803165 88803165 88803165 TX 77095 88819551 88819551 88819551 AZ 85304 88825906 88825906 88825906 OK 74344 88832006 88832006 88832006 FL 32746 88846497 88846497 88846497 GA 30094 88856159 88856159 88856159 TX 78621 88879468 88879468 88879468 WY 82001 88930203 88930203 88930203 CA 92026 88934514 88934514 88934514 CA 95973 88972610 88972610 88972610 CA 95961 88974034 88974034 88974034 CA 91344 88974506 88974506 88974506 NY 11752 88974530 88974530 88974530 CA 92064 88983076 88983076 88983076 VA 23024 88986043 88986043 88986043 NH 03047 89080225 89080225 89080225 CA 92530 89088197 89088197 89088197 CA 91761 89088701 89088701 89088701 CA 90037 89088821 89088821 89088821 CA 94578 89091430 89091430 89091430 IN 47130 89152479 89152479 89152479 MI 48127 89152647 89152647 89152647 CA 92021 89154679 89154679 89154679 FL 32732 89155911 89155911 89155911 FL 32303 89192038 89192038 89192038 CA 90014 89210950 89210950 89210950 FL 34610 89231254 89231254 89231254 TN 38018 89231566 89231566 89231566 TX 76135 89251150 89251150 89251150 OK 74011 89292067 89292067 89292067 AZ 85225 89292251 89292251 89292251 AZ 85737 89292395 89292395 89292395 AZ 85242 89295283 89295283 89295283 UT 84050 89295307 89295307 89295307 AZ 85745 89295475 89295475 89295475 CA 91710 89295635 89295635 89295635 FL 34761 89302231 89302231 89302231 CO 80126 89315455 89315455 89315455 CA 91342 89315799 89315799 89315799 CA 92509 89328649 89328649 89328649 CA 92507 89331505 89331505 89331505 NV 89138 89367051 89367051 89367051 CA 92509 89371783 89371783 89371783 CA 92335 89379808 89379808 89379808 CA 90605 89380568 89380568 89380568 LA 70812 89407569 89407569 89407569 MO 63131 89411502 89411502 89411502 CA 95648 89441764 89441764 89441764 IN 46375 89445571 89445571 89445571 VA 23701 89445883 89445883 89445883 FL 33813 89447142 89447142 89447142 AZ 85746 89455109 89455109 89455109 CA 92071 89459638 89459638 89459638 CO 80922 89460894 89460894 89460894 FL 32824 89461510 89461510 89461510 FL 33150 89466839 89466839 89466839 AZ 85242 89469447 89469447 89469447 PA 19128 89470047 89470047 89470047 FL 32301 89480556 89480556 89480556 FL 32209 89497175 89497175 89497175 NM 87124 89518082 89518082 89518082 FL 34639 89525364 89525364 89525364 HI 96706 89525500 89525500 89525500 CA 92301 89525540 89525540 89525540 FL 33442 89529794 89529794 89529794 AZ 85242 89535171 89535171 89535171 TX 78254 89535307 89535307 89535307 CA 92201 89537995 89537995 89537995 ID 83607 89572713 89572713 89572713 OK 74012 89580625 89580625 89580625 TX 76016 89581921 89581921 89581921 WI 53147 89586418 89586418 89586418 FL 34224 89587154 89587154 89587154 TX 75035 89587922 89587922 89587922 FL 32208 89588122 89588122 89588122 CA 91356 89589602 89589602 89589602 MD 20852 89595532 89595532 89595532 CT 06032 89597672 89597672 89597672 FL 34202 89598704 89598704 89598704 GA 30043 89598920 89598920 89598920 FL 33016 89600749 89600749 89600749 TX 77373 89601461 89601461 89601461 TX 77034 89606727 89606727 89606727 TX 78660 89610055 89610055 89610055 CA 92545 89610663 89610663 89610663 WY 82937 89611551 89611551 89611551 CA 95932 89623924 89623924 89623924 FL 32224 89624188 89624188 89624188 FL 32226 89632716 89632716 89632716 CA 93505 89696988 89696988 89696988 TX 77532 89700933 89700933 89700933 CA 92563 89701333 89701333 89701333 FL 32208 89704861 89704861 89704861 AZ 85257 89705517 89705517 89705517 TX 75068 89708317 89708317 89708317 TX 77083 89716078 89716078 89716078 LA 70058 89737958 89737958 89737958 OR 97504 89738094 89738094 89738094 OR 97501 89738182 89738182 89738182 WA 98023 89738294 89738294 89738294 WA 98056 89784983 89784983 89784983 CA 90247 89786559 89786559 89786559 FL 32210 89787607 89787607 89787607 TX 77449 89802036 89802036 89802036 ID 83709 89823377 89823377 89823377 CA 92201 89824041 89824041 89824041 HI 96763 89825673 89825673 89825673 CA 95685 89830587 89830587 89830587 IL 61072 89831715 89831715 89831715 TX 78046 89831998 89831998 89831998 WA 98201 89837606 89837606 89837606 CA 92345 89842838 89842838 89842838 MI 48118 89843430 89843430 89843430 FL 33023 89846359 89846359 89846359 FL 32327 89867178 89867178 89867178 CA 95401 89868100 89868100 89868100 CA 93535 89868308 89868308 89868308 CA 93535 89870599 89870599 89870599 MI 48532 89870767 89870767 89870767 GA 30236 89870823 89870823 89870823 CA 95747 89881978 89881978 89881978 AZ 85033 89885466 89885466 89885466 LA 70122 89887114 89887114 89887114 AZ 85374 89938860 89938860 89938860 AZ 86401 89938876 89938876 89938876 OR 97007 89939900 89939900 89939900 NV 89130 89940564 89940564 89940564 AZ 85041 89942125 89942125 89942125 NM 87505 89942485 89942485 89942485 WA 98366 89946640 89946640 89946640 CA 92040 89948528 89948528 89948528 CA 93274 89950826 89950826 89950826 UT 84088 89951314 89951314 89951314 OR 97754 89953251 89953251 89953251 CO 81504 89953571 89953571 89953571 OK 73003 89953763 89953763 89953763 UT 84065 89954451 89954451 89954451 CO 80013 89955572 89955572 89955572 CA 92555 89955676 89955676 89955676 CA 92262 89956484 89956484 89956484 CA 95621 89957621 89957621 89957621 CA 90003 89959390 89959390 89959390 CO 80550 89959454 89959454 89959454 WA 98037 89960302 89960302 89960302 FL 33905 89963008 89963008 89963008 OR 97479 89963104 89963104 89963104 AZ 85222 89963488 89963488 89963488 OR 97754 89963544 89963544 89963544 OR 97501 89963688 89963688 89963688 OR 97420 89963736 89963736 89963736 CO 80537 89965185 89965185 89965185 WA 98146 89965409 89965409 89965409 WA 98075 89966089 89966089 89966089 SD 57005 89966121 89966121 89966121 TX 78414 89966489 89966489 89966489 OR 97404 89966754 89966754 89966754 CA 95843 89967178 89967178 89967178 AZ 85711 89967458 89967458 89967458 UT 84067 89967474 89967474 89967474 NV 89144 89967546 89967546 89967546 WA 98589 89967626 89967626 89967626 NM 88312 89967714 89967714 89967714 UT 84123 89967738 89967738 89967738 WA 98405 89967946 89967946 89967946 OR 97504 89968819 89968819 89968819 CA 92553 89969051 89969051 89969051 CA 95210 89970427 89970427 89970427 CA 92231 89980665 89980665 89980665 MO 64063 89980977 89980977 89980977 MO 64024 89986585 89986585 89986585 AZ 85051 89987417 89987417 89987417 TX 77083 89993778 89993778 89993778 TX 78251 89994906 89994906 89994906 TX 78244 89999354 89999354 89999354 CA 95334 90000643 90000643 90000643 AZ 85242 90011252 90011252 90011252 FL 33066 90028292 90028292 90028292 KY 42262 90039313 90039313 90039313 CO 80112 90044133 90044133 90044133 LA 70128 90044349 90044349 90044349 LA 70122 90048909 90048909 90048909 NV 89523 90048965 90048965 90048965 TN 37115 90049613 90049613 90049613 FL 33615 90052341 90052341 90052341 FL 32822 90052877 90052877 90052877 CA 95368 90053997 90053997 90053997 CA 90242 90054389 90054389 90054389 CA 93010 90057782 90057782 90057782 TX 77584 90058078 90058078 90058078 OK 74003 90060518 90060518 90060518 TX 78233 90061294 90061294 90061294 GA 30116 90062142 90062142 90062142 MI 49684 90075963 90075963 90075963 NJ 07010 90076131 90076131 90076131 NY 12601 90076203 90076203 90076203 NJ 07076 90076251 90076251 90076251 NY 11967 90076307 90076307 90076307 CT 06880 90080929 90080929 90080929 VA 20152 90101953 90101953 90101953 FL 34472 90117677 90117677 90117677 AZ 85710 90117901 90117901 90117901 FL 33177 90117917 90117917 90117917 IL 60085 90118117 90118117 90118117 AZ 85037 90119797 90119797 90119797 OK 74055 90119853 90119853 90119853 CA 92395 90122765 90122765 90122765 TX 77356 90122981 90122981 90122981 TX 78747 90123973 90123973 90123973 MO 65653 90125918 90125918 90125918 TX 75758 90127702 90127702 90127702 AZ 85713 90129078 90129078 90129078 OK 74014 90131086 90131086 90131086 WA 98012 90167835 90167835 90167835 FL 33155 90171155 90171155 90171155 CA 90755 90173578 90173578 90173578 NY 11590 90174050 90174050 90174050 NY 11758 9017428 9017428 9017428 NJ 08724 90174298 90174298 90174298 TX 78414 90179866 90179866 90179866 TN 37066 90184906 90184906 90184906 IL 60804 90185090 90185090 90185090 FL 32726 90185914 90185914 90185914 CA 95640 90186387 90186387 90186387 AZ 85706 90190547 90190547 90190547 TX 77083 90191827 90191827 90191827 LA 70116 90212103 90212103 90212103 FL 34953 90240722 90240722 90240722 MI 48067 90240810 90240810 90240810 CO 80918 90240818 90240818 90240818 CO 80915 90241970 90241970 90241970 OR 97201 90243194 90243194 90243194 CO 80918 90257241 90257241 90257241 UT 84118 90280684 90280684 90280684 CA 92345 90281084 90281084 90281084 TX 78250 90281444 90281444 90281444 CA 92503 90284468 90284468 90284468 TX 75006 90289005 90289005 90289005 OK 73003 90292381 90292381 90292381 TX 76060 90292605 90292605 90292605 CA 95833 90294998 90294998 90294998 IN 46052 90295486 90295486 90295486 LA 70053 90311137 90311137 90311137 UT 84044 90311281 90311281 90311281 UT 84403 90311353 90311353 90311353 UT 84095 90311385 90311385 90311385 UT 84074 90311393 90311393 90311393 UT 84120 90311577 90311577 90311577 UT 84095 90318777 90318777 90318777 TX 75087 90322746 90322746 90322746 KY 40503 90329611 90329611 90329611 FL 33993 90329691 90329691 90329691 NY 12522 90337427 90337427 90337427 TX 77396 90338323 90338323 90338323 NM 87114 90338747 90338747 90338747 TX 77449 90338851 90338851 90338851 TN 37013 90343483 90343483 90343483 AZ 85323 90363981 90363981 90363981 NH 03103 90380442 90380442 90380442 MN 55101 90381170 90381170 90381170 TX 77505 90388624 90388624 90388624 IL 60466 90414583 90414583 90414583 TX 75211 90417071 90417071 90417071 MN 55426 90417792 90417792 90417792 CA 95991 90421560 90421560 90421560 CA 93722 90422288 90422288 90422288 CA 90260 90422424 90422424 90422424 CA 93291 9042398 9042398 9042398 CA 93307 9042534 9042534 9042534 CA 93274 90441580 90441580 90441580 CT 06002 90445115 90445115 90445115 MI 49093 90445685 90445685 90445685 CA 93277 90446490 90446490 90446490 FL 32073 90446546 90446546 90446546 FL 32927 90447170 90447170 90447170 FL 32065 90447186 90447186 90447186 FL 33556 90447194 90447194 90447194 FL 32622 90447314 90447314 90447314 FL 32907 90450990 90450990 90450990 TX 77073 90451334 90451334 90451334 TX 78254 90452838 90452838 90452838 MS 39560 90452950 90452950 90452950 MA 01841 90477761 90477761 90477761 FL 32413 90478098 90478098 90478098 NC 27377 90478938 90478938 90478938 VA 22150 90479338 90479338 90479338 FL 33993 90480605 90480605 90480605 VA 23320 90502731 90502731 90502731 WA 98177 90507126 90507126 90507126 MI 49512 90508030 90508030 90508030 CA 93501 90514535 90514535 90514535 CA 95991 90514671 90514671 90514671 OK 74047 90519191 90519191 90519191 MI 48044 90522024 90522024 90522024 CO 80235 90522048 90522048 90522048 CA 92020 90522088 90522088 90522088 CA 92399 90558376 90558376 90558376 FL 34232 90563718 90563718 90563718 LA 70056 90563798 90563798 90563798 TX 77044 90564062 90564062 90564062 NJ 07205 90564294 90564294 90564294 NY 11520 90565676 90565676 90565676 CA 93245 90565780 90565780 90565780 CA 93306 90571321 90571321 90571321 TX 75706 90571553 90571553 90571553 MI 48169 90571913 90571913 90571913 IN 47720 90574169 90574169 90574169 AZ 85008 90590432 90590432 90590432 MD 21207 90610884 90610884 90610884 NC 27540 90610948 90610948 90610948 MI 49503 90616637 90616637 90616637 CA 92345 90623029 90623029 90623029 TX 77502 90624438 90624438 90624438 FL 32825 90624574 90624574 90624574 TX 78233 90624878 90624878 90624878 MI 48083 90626950 90626950 90626950 AZ 85713 90629318 90629318 90629318 NY 12019 90633140 90633140 90633140 IL 60628 90633740 90633740 90633740 IL 60516 90633860 90633860 90633860 IL 60051 90633884 90633884 90633884 IL 60453 90634962 90634962 90634962 IL 60163 90635026 90635026 90635026 IL 60609 90635090 90635090 90635090 IL 60653 90635122 90635122 90635122 IL 60402 90635138 90635138 90635138 IL 60644 90635418 90635418 90635418 IL 60628 90636608 90636608 90636608 MO 65721 90651317 90651317 90651317 FL 33781 90692980 90692980 90692980 IL 60643 90693173 90693173 90693173 MO 64152 90693277 90693277 90693277 OK 74112 90704479 90704479 90704479 MA 01801 90706105 90706105 90706105 MN 55970 90706193 90706193 90706193 TX 76134 90707641 90707641 90707641 NY 10312 90707873 90707873 90707873 MI 48021 90712892 90712892 90712892 CT 06450 90712940 90712940 90712940 MA 02301 90712996 90712996 90712996 MA 02301 90713020 90713020 90713020 MA 01089 90713036 90713036 90713036 NH 03884 90713044 90713044 90713044 MA 01904 90713060 90713060 90713060 MA 01516 90713068 90713068 90713068 MA 02301 90713076 90713076 90713076 FL 33407 90713084 90713084 90713084 MA 01604 90713108 90713108 90713108 MA 01020 90713180 90713180 90713180 NH 03110 90713212 90713212 90713212 MA 02360 90713236 90713236 90713236 MA 02302 90713244 90713244 90713244 MA 01109 90713268 90713268 90713268 NH 03077 90713276 90713276 90713276 MA 02720 90713300 90713300 90713300 MA 02121 90713308 90713308 90713308 MA 02121 90713316 90713316 90713316 MA 01050 90713324 90713324 90713324 NH 03060 90713332 90713332 90713332 MA 01752 90713356 90713356 90713356 MA 01850 90713380 90713380 90713380 MA 01904 90713412 90713412 90713412 MA 02135 90713428 90713428 90713428 RI 02908 90716058 90716058 90716058 WA 98241 90722701 90722701 90722701 CA 93657 90753537 90753537 90753537 WI 54303 90760525 90760525 90760525 CA 95758 90778597 90778597 90778597 NJ 07013 90785535 90785535 90785535 CT 06514 90786191 90786191 90786191 RI 02861 90818544 90818544 90818544 CA 93535 90818648 90818648 90818648 CA 93030 90818744 90818744 90818744 CA 93021 90818888 90818888 90818888 CA 93063 90819096 90819096 90819096 CA 90014 90819200 90819200 90819200 CA 91354 90824990 90824990 90824990 CA 91701 90829010 90829010 90829010 CA 92105 90833274 90833274 90833274 TX 77075 90834395 90834395 90834395 AZ 85009 90835267 90835267 90835267 NV 89509 90835683 90835683 90835683 MO 65714 90841451 90841451 90841451 MI 49504 90843012 90843012 90843012 FL 32218 90846657 90846657 90846657 CT 06606 90847801 90847801 90847801 CT 06704 90848658 90848658 90848658 PA 17041 90849114 90849114 90849114 NJ 07305 90849370 90849370 90849370 PA 18034 90850082 90850082 90850082 FL 33311 90850194 90850194 90850194 FL 33131 90850354 90850354 90850354 FL 33176 90852576 90852576 90852576 CA 92843 90853328 90853328 90853328 HI 96791 90854048 90854048 90854048 CA 90031 90854096 90854096 90854096 HI 96731 90916191 90916191 90916191 FL 33538 90917150 90917150 90917150 CA 92154 90921499 90921499 90921499 CO 80449 90921683 90921683 90921683 CO 80014 90921731 90921731 90921731 CO 80233 90923276 90923276 90923276 OK 73801 90924716 90924716 90924716 VA 22553 90927156 90927156 90927156 TX 75104 90927660 90927660 90927660 CA 92509 90930036 90930036 90930036 NV 89408 90932869 90932869 90932869 AZ 85745 90933541 90933541 90933541 CA 91343 90934821 90934821 90934821 AZ 85043 90934837 90934837 90934837 CA 95838 90945746 90945746 90945746 VA 23321 90948358 90948358 90948358 DC 20032 90949564 90949564 90949564 CT 06606 90949668 90949668 90949668 IL 60656 90950076 90950076 90950076 NY 12401 90950316 90950316 90950316 TN 38108 90950700 90950700 90950700 IL 62234 90951012 90951012 90951012 IL 60190 90963856 90963856 90963856 NE 68144 90964248 90964248 90964248 IA 51503 90965326 90965326 90965326 NC 28630 90968414 90968414 90968414 CA 92867 90970610 90970610 90970610 VA 23838 90970634 90970634 90970634 VA 23153 90970930 90970930 90970930 VA 23192 90971010 90971010 90971010 VA 24210 90974314 90974314 90974314 WA 99301 90976851 90976851 90976851 FL 32825 90978035 90978035 90978035 AZ 85205 91013321 91013321 91013321 MD 21108 91013409 91013409 91013409 IL 60641 91022393 91022393 91022393 MI 48125 91025750 91025750 91025750 PA 17402 91026318 91026318 91026318 FL 33178 91026334 91026334 91026334 NY 14606 91026806 91026806 91026806 VA 23294 91035847 91035847 91035847 CA 92404 91035855 91035855 91035855 AZ 86314 91043929 91043929 91043929 VA 22514 91044009 91044009 91044009 VA 23236 91063209 91063209 91063209 MI 48044 91064265 91064265 91064265 TN 37042 91065830 91065830 91065830 OR 97013 91066086 91066086 91066086 OR 97302 91075283 91075283 91075283 MA 01852 91077989 91077989 91077989 CA 94606 91080810 91080810 91080810 MI 48346 91081450 91081450 91081450 PA 18951 91106032 91106032 91106032 CA 92069 91106064 91106064 91106064 CA 95632 91106072 91106072 91106072 CA 92027 91107320 91107320 91107320 CA 92119 91112687 91112687 91112687 AZ 85022 91112871 91112871 91112871 CA 92392 91112927 91112927 91112927 CA 92345 91113143 91113143 91113143 CA 92372 91113399 91113399 91113399 CA 92345 91133840 91133840 91133840 CA 95222 91137771 91137771 91137771 NY 11003 91145389 91145389 91145389 CA 91950 91145685 91145685 91145685 GA 30248 91147213 91147213 91147213 AZ 85745 91148518 91148518 91148518 MI 48390 91149230 91149230 91149230 TX 75068 91154734 91154734 91154734 TX 77459 91158831 91158831 91158831 TX 77084 91159711 91159711 91159711 IL 60031 91159943 91159943 91159943 MI 48239 91160231 91160231 91160231 AZ 85746 91161983 91161983 91161983 FL 33165 91168616 91168616 91168616 TX 78249 91169912 91169912 91169912 MI 49424 91170528 91170528 91170528 TX 75070 91182194 91182194 91182194 CA 95932 91182738 91182738 91182738 FL 34983 91188611 91188611 91188611 FL 32141 91190147 91190147 91190147 MA 01904 91191915 91191915 91191915 TX 77044 91193728 91193728 91193728 NY 11554 91194120 91194120 91194120 AL 36116 91194752 91194752 91194752 TN 37128 91208248 91208248 91208248 CA 91405 91208512 91208512 91208512 CA 94080 91219629 91219629 91219629 FL 33125 91220045 91220045 91220045 VA 20109 91220221 91220221 91220221 NC 27707 91220245 91220245 91220245 FL 34120 91221101 91221101 91221101 PA 17013 91222132 91222132 91222132 OK 74011 91229924 91229924 91229924 FL 34759 91230309 91230309 91230309 NV 89104 91234289 91234289 91234289 FL 34689 91235377 91235377 91235377 CA 95467 91237321 91237321 91237321 TX 77566 91237385 91237385 91237385 TX 79423 91237505 91237505 91237505 TX 77373 91237553 91237553 91237553 TX 77566 91238337 91238337 91238337 CA 92404 91244346 91244346 91244346 AZ 85304 91248755 91248755 91248755 CA 95991 91248763 91248763 91248763 ID 83651 91248787 91248787 91248787 WA 99016 91248795 91248795 91248795 UT 84660 91248803 91248803 91248803 MI 48186 91248827 91248827 91248827 CA 91761 91248835 91248835 91248835 CA 95035 91248843 91248843 91248843 NV 89123 91248867 91248867 91248867 CA 90701 91248875 91248875 91248875 UT 84097 91248891 91248891 91248891 CA 93637 91248899 91248899 91248899 WA 98837 91248907 91248907 91248907 CA 95832 91248915 91248915 91248915 NV 89506 91248923 91248923 91248923 CA 92404 91248939 91248939 91248939 UT 84770 91248947 91248947 91248947 WI 54016 91248955 91248955 91248955 CA 92584 91249243 91249243 91249243 AZ 85308 91249267 91249267 91249267 TN 38135 91254507 91254507 91254507 FL 33647 91254531 91254531 91254531 UT 84074 91254539 91254539 91254539 UT 84118 91254547 91254547 91254547 FL 33511 91254579 91254579 91254579 FL 33309 91255476 91255476 91255476 MD 20735 91261604 91261604 91261604 FL 32095 91268245 91268245 91268245 AZ 85042 91274966 91274966 91274966 TX 76111 91275950 91275950 91275950 NV 89506 91276646 91276646 91276646 KY 40299 91280279 91280279 91280279 AZ 85233 91281559 91281559 91281559 AZ 85086 91282375 91282375 91282375 GA 30087 91283655 91283655 91283655 UT 84414 91284191 91284191 91284191 OR 97322 91291816 91291816 91291816 CA 92563 91298393 91298393 91298393 NJ 08002 91300377 91300377 91300377 CA 93306 91301985 91301985 91301985 CA 95372 91309306 91309306 91309306 TX 77429 91310818 91310818 91310818 MI 48091 91311699 91311699 91311699 TN 38002 91313035 91313035 91313035 NC 28277 91314115 91314115 91314115 CA 93033 91316595 91316595 91316595 WI 53208 91316611 91316611 91316611 MO 63349 91316619 91316619 91316619 GA 30534 91316627 91316627 91316627 GA 30238 91322036 91322036 91322036 NV 89506 91322044 91322044 91322044 CA 92557 91322068 91322068 91322068 LA 70127 91322084 91322084 91322084 KY 40744 91322092 91322092 91322092 CA 92336 91322100 91322100 91322100 LA 70126 91322124 91322124 91322124 NV 89031 91325740 91325740 91325740 MN 55304 91335406 91335406 91335406 CA 93422 91345551 91345551 91345551 NC 27804 91345559 91345559 91345559 NC 28125 91349039 91349039 91349039 FL 33032 91353056 91353056 91353056 GA 30067 91353072 91353072 91353072 GA 30135 91356216 91356216 91356216 MS 38632 91356232 91356232 91356232 TX 78045 91356248 91356248 91356248 FL 33024 91356256 91356256 91356256 FL 33313 91356264 91356264 91356264 FL 33880 91356272 91356272 91356272 TX 78046 91364145 91364145 91364145 AZ 85024 91380259 91380259 91380259 NV 89142 91385412 91385412 91385412 AZ 85306 91419592 91419592 91419592 CA 95210 91419664 91419664 91419664 CA 95204 91420736 91420736 91420736 FL 33441 91420744 91420744 91420744 FL 34769 91423665 91423665 91423665 MI 48854 91423681 91423681 91423681 FL 33433 91423697 91423697 91423697 FL 33134 91423713 91423713 91423713 RI 02908 91423897 91423897 91423897 CA 93725 91425641 91425641 91425641 FL 33068 91425721 91425721 91425721 VA 22601 91439469 91439469 91439469 CA 93307 91460216 91460216 91460216 VA 22310 91462256 91462256 91462256 NV 89108 91511126 91511126 91511126 TX 76148 91511142 91511142 91511142 GA 30736 91511718 91511718 91511718 CO 80021 91511734 91511734 91511734 AL 35773 91511750 91511750 91511750 AZ 86314 91511774 91511774 91511774 CO 80013 91511798 91511798 91511798 CO 80433 91511814 91511814 91511814 CO 80022 91511862 91511862 91511862 MI 48640 91511910 91511910 91511910 AZ 85009 91511926 91511926 91511926 AZ 85033 91511942 91511942 91511942 WA 98632 91511966 91511966 91511966 CO 80906 91511982 91511982 91511982 LA 70126 91512014 91512014 91512014 AZ 85306 91514838 91514838 91514838 FL 32065 91514854 91514854 91514854 FL 32164 91514878 91514878 91514878 FL 32725 91542474 91542474 91542474 GA 30041 91548499 91548499 91548499 NY 11420 91551243 91551243 91551243 FL 32244 91566261 91566261 91566261 FL 32909 91566277 91566277 91566277 WA 98682 91566293 91566293 91566293 IN 47670 91566301 91566301 91566301 CA 92301 91578454 91578454 91578454 CA 92555 91580879 91580879 91580879 FL 33407 91600681 91600681 91600681 AZ 85017 91600697 91600697 91600697 AZ 85373 91601201 91601201 91601201 MI 48021 91617243 91617243 91617243 MN 55401 91637246 91637246 91637246 CA 92591 91640174 91640174 91640174 AZ 85249 91640182 91640182 91640182 CA 95687 91646583 91646583 91646583 IL 60419 91646591 91646591 91646591 IL 60617 91646599 91646599 91646599 FL 34758 91646607 91646607 91646607 FL 34990 91685492 91685492 91685492 OR 97068 9258406 9258406 9258406 FL 32751 9258470 9258470 9258470 FL 32725 9258505 9258505 9258505 FL 32766 9335837 9335837 9335837 CA 90002 94830272 94830272 94830272 CA 92604 94830648 94830648 94830648 CA 92557 94830696 94830696 94830696 CA 92505 94839783 94839783 94839783 CA 93505 94852986 94852986 94852986 NJ 08094 94853741 94853741 94853741 WI 53081 94854045 94854045 94854045 IL 60544 94854077 94854077 94854077 IL 60559 94854085 94854085 94854085 IL 60440 94854189 94854189 94854189 WI 54494 94854205 94854205 94854205 IL 60409 94854221 94854221 94854221 IL 60631 94854397 94854397 94854397 IL 60188 94855372 94855372 94855372 TX 78582 94855412 94855412 94855412 MN 55046 94855756 94855756 94855756 PA 18066 94856916 94856916 94856916 MN 55124 94860854 94860854 94860854 PA 17102 94861054 94861054 94861054 NY 11203 94861102 94861102 94861102 NJ 08857 94863105 94863105 94863105 VA 22508 94863137 94863137 94863137 MD 20744 94865360 94865360 94865360 ID 83501 94865376 94865376 94865376 WA 99205 94873682 94873682 94873682 NY 10703 94878224 94878224 94878224 AZ 85212 94878496 94878496 94878496 AZ 85338 94878568 94878568 94878568 AZ 85746 94879137 94879137 94879137 MI 49015 94881555 94881555 94881555 CA 90815 94881979 94881979 94881979 CA 95687 94923099 94923099 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CO 80215 96237343 96237343 96237343 TX 75071 96247033 96247033 96247033 CA 93534 96247521 96247521 96247521 CA 95678 96247881 96247881 96247881 CA 92336 96248569 96248569 96248569 CA 93291 96253968 96253968 96253968 WY 82009 96254000 96254000 96254000 CO 80620 96268845 96268845 96268845 NC 27882 96274185 96274185 96274185 TX 78641 96274249 96274249 96274249 TX 75071 96274393 96274393 96274393 IL 60623 96274673 96274673 96274673 LA 70364 96274857 96274857 96274857 LA 70809 96275345 96275345 96275345 MN 56387 96275721 96275721 96275721 NH 03106 96278442 96278442 96278442 ME 03904 96285445 96285445 96285445 GA 30286 96287611 96287611 96287611 FL 33463 96310295 96310295 96310295 PA 17522 96310335 96310335 96310335 PA 18069 96310343 96310343 96310343 PA 17360 96310351 96310351 96310351 PA 18080 96310439 96310439 96310439 PA 18102 96310455 96310455 96310455 PA 17602 96316966 96316966 96316966 ID 83705 96317222 96317222 96317222 CO 80501 96317278 96317278 96317278 WA 98270 96317294 96317294 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96565406 96565406 96565406 AZ 85035 96566742 96566742 96566742 FL 32817 96568639 96568639 96568639 TX 77493 96569583 96569583 96569583 TX 75060 96571351 96571351 96571351 TX 77048 96571687 96571687 96571687 RI 02886 96594842 96594842 96594842 ID 83501 96621875 96621875 96621875 CA 92808 96622011 96622011 96622011 CA 91744 96630429 96630429 96630429 MS 38668 96630661 96630661 96630661 TX 75040 96630845 96630845 96630845 IL 60804 96630869 96630869 96630869 TX 77034 96630949 96630949 96630949 NY 11701 96631005 96631005 96631005 TX 78415 96631029 96631029 96631029 TN 38128 96631093 96631093 96631093 TX 77034 96631149 96631149 96631149 MN 55042 96631213 96631213 96631213 TX 76002 96631309 96631309 96631309 TX 76039 96631341 96631341 96631341 TX 78109 96632133 96632133 96632133 TX 79927 96632189 96632189 96632189 CT 06053 96633162 96633162 96633162 OR 97230 96633178 96633178 96633178 ID 83702 96633274 96633274 96633274 OR 97266 96633282 96633282 96633282 ID 83204 96633378 96633378 96633378 MN 56384 96633474 96633474 96633474 ND 58201 96633722 96633722 96633722 WA 98375 96633738 96633738 96633738 CO 80233 96633802 96633802 96633802 WA 98684 96633810 96633810 96633810 NE 68136 96633850 96633850 96633850 UT 84084 96633930 96633930 96633930 AZ 85340 96633962 96633962 96633962 CA 94952 96634090 96634090 96634090 OK 74033 96634610 96634610 96634610 NV 89146 96634722 96634722 96634722 OR 97113 96634882 96634882 96634882 AZ 85006 96636816 96636816 96636816 CA 91326 96637280 96637280 96637280 CA 93065 96637320 96637320 96637320 CA 91311 96637336 96637336 96637336 CA 91342 96637392 96637392 96637392 NV 89108 96643305 96643305 96643305 CA 91744 96643313 96643313 96643313 CA 94509 96643457 96643457 96643457 CA 93720 96643569 96643569 96643569 CA 95660 96643745 96643745 96643745 CA 93307 96643753 96643753 96643753 CA 91204 96643905 96643905 96643905 CA 95824 96644009 96644009 96644009 CA 90630 96644201 96644201 96644201 CA 95835 96644281 96644281 96644281 CA 92563 96644393 96644393 96644393 CA 95843 96644505 96644505 96644505 CA 92392 96644561 96644561 96644561 CA 92056 96644625 96644625 96644625 CA 92880 96644641 96644641 96644641 CA 91206 96645009 96645009 96645009 CA 94597 96645129 96645129 96645129 CA 95833 96645418 96645418 96645418 FL 33326 96645482 96645482 96645482 GA 30135 96645498 96645498 96645498 FL 33126 96645554 96645554 96645554 FL 33462 96645610 96645610 96645610 SC 29662 96645666 96645666 96645666 SC 29730 96645810 96645810 96645810 NC 28105 96645850 96645850 96645850 FL 33023 96645922 96645922 96645922 FL 34758 96646074 96646074 96646074 NC 27704 96646082 96646082 96646082 MD 20601 96646122 96646122 96646122 FL 33131 96646210 96646210 96646210 FL 33971 96646266 96646266 96646266 NY 12590 96646274 96646274 96646274 NC 27540 96646514 96646514 96646514 ME 04087 96646538 96646538 96646538 VA 20112 96646562 96646562 96646562 FL 33177 96646570 96646570 96646570 FL 32824 96646650 96646650 96646650 NC 27265 96646770 96646770 96646770 FL 33162 96646802 96646802 96646802 FL 33023 96646810 96646810 96646810 MD 20737 96646874 96646874 96646874 SC 29412 96646890 96646890 96646890 FL 32571 96647162 96647162 96647162 GA 30106 96647258 96647258 96647258 FL 33027 96648022 96648022 96648022 IL 60451 96648030 96648030 96648030 IL 60103 96648038 96648038 96648038 IL 60620 96648158 96648158 96648158 IL 60647 96648174 96648174 96648174 IL 60133 96648646 96648646 96648646 IL 60517 96652295 96652295 96652295 OR 97045 96661054 96661054 96661054 CA 91744 96661086 96661086 96661086 CA 92078 96661110 96661110 96661110 CA 92115 96669210 96669210 96669210 IN 46239 96671507 96671507 96671507 FL 32725 96672819 96672819 96672819 TX 76248 96679572 96679572 96679572 FL 32810 96692625 96692625 96692625 MD 21117 96692761 96692761 96692761 VA 23015 96698979 96698979 96698979 FL 32937 96699019 96699019 96699019 FL 32907 96704961 96704961 96704961 CA 90620 96705057 96705057 96705057 HI 96825 96705217 96705217 96705217 AZ 85901 96715219 96715219 96715219 TX 78557 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97546225 97546225 97546225 GA 30213 97546417 97546417 97546417 FL 33012 97549255 97549255 97549255 IN 46033 97560884 97560884 97560884 NC 27265 97568863 97568863 97568863 CA 91016 97571468 97571468 97571468 MS 39402 97571492 97571492 97571492 MN 55301 97571540 97571540 97571540 TX 75089 97571548 97571548 97571548 NH 03054 97571572 97571572 97571572 MI 48892 97571724 97571724 97571724 MN 56258 97572004 97572004 97572004 MO 63033 97572060 97572060 97572060 TX 78247 97572276 97572276 97572276 IL 60446 97572340 97572340 97572340 MN 55009 97572348 97572348 97572348 TX 77474 97572380 97572380 97572380 TX 79938 97572396 97572396 97572396 GA 30736 97572460 97572460 97572460 IL 60629 97572468 97572468 97572468 MI 48228 97572580 97572580 97572580 TN 38125 97572660 97572660 97572660 IL 60425 97572668 97572668 97572668 MN 55109 97572708 97572708 97572708 MI 48315 97572732 97572732 97572732 IL 61864 97572804 97572804 97572804 TX 76033 97572860 97572860 97572860 TX 77083 97573068 97573068 97573068 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97703833 97703833 TX 77449 97703865 97703865 97703865 MN 56007 97703897 97703897 97703897 TX 76904 97703921 97703921 97703921 TX 76210 97703929 97703929 97703929 MI 49009 97703993 97703993 97703993 TX 77521 97704049 97704049 97704049 TX 78577 97704137 97704137 97704137 MN 55406 97704209 97704209 97704209 LA 70380 97704225 97704225 97704225 TX 78023 97704297 97704297 97704297 IN 46064 97704353 97704353 97704353 ME 04640 97704505 97704505 97704505 TX 75068 97704513 97704513 97704513 MI 48174 97704609 97704609 97704609 KY 40504 97704697 97704697 97704697 WI 54130 97704729 97704729 97704729 TX 78245 97704857 97704857 97704857 MI 48342 97704945 97704945 97704945 TX 78596 97704977 97704977 97704977 MN 55411 97705009 97705009 97705009 CT 06066 97712572 97712572 97712572 CA 90650 97712588 97712588 97712588 CA 92505 97712612 97712612 97712612 CA 92821 97712708 97712708 97712708 CA 90230 97716026 97716026 97716026 NV 89128 97716114 97716114 97716114 NV 89109 97718784 97718784 97718784 CA 93312 97719194 97719194 97719194 CA 92007 97719202 97719202 97719202 AZ 85268 97735229 97735229 97735229 CT 06354 97735293 97735293 97735293 GA 30113 97735365 97735365 97735365 GA 30310 97735397 97735397 97735397 GA 30310 97735613 97735613 97735613 FL 32607 97735685 97735685 97735685 PA 17257 97735917 97735917 97735917 VA 22610 97736189 97736189 97736189 MD 20743 97736301 97736301 97736301 FL 34953 97736325 97736325 97736325 FL 32832 97736629 97736629 97736629 MA 02482 97736797 97736797 97736797 FL 34744 97736821 97736821 97736821 FL 32210 97736957 97736957 97736957 FL 34120 97736989 97736989 97736989 MD 20906 97737029 97737029 97737029 FL 33064 97737045 97737045 97737045 NY 11433 97737109 97737109 97737109 NC 27713 97742827 97742827 97742827 KY 40258 97742931 97742931 97742931 KY 40299 97744263 97744263 97744263 NM 87506 9776056 9776056 9776056 VA 23456 97761234 97761234 97761234 MO 64130 97761338 97761338 97761338 OR 97232 97761394 97761394 97761394 OR 97223 97761442 97761442 97761442 OK 74112 97761618 97761618 97761618 OK 74014 97761794 97761794 97761794 MO 64119 97761818 97761818 97761818 OR 97448 97761834 97761834 97761834 CO 80010 97761914 97761914 97761914 WY 82935 97761922 97761922 97761922 ID 83651 97761930 97761930 97761930 NV 89103 97761978 97761978 97761978 ID 83706 97762058 97762058 97762058 NV 89104 97762074 97762074 97762074 AZ 85086 97762082 97762082 97762082 WA 98801 97762162 97762162 97762162 CO 80012 97762394 97762394 97762394 AZ 85730 97762434 97762434 97762434 UT 84044 97762530 97762530 97762530 NV 89128 97762554 97762554 97762554 ND 58203 97762602 97762602 97762602 OR 97301 97762690 97762690 97762690 AZ 86326 97762802 97762802 97762802 ND 58078 97762962 97762962 97762962 NM 87102 97762970 97762970 97762970 UT 84084 97762986 97762986 97762986 CO 81019 97762994 97762994 97762994 UT 84337 97763026 97763026 97763026 OR 97233 97763292 97763292 97763292 KY 40047 97763308 97763308 97763308 KY 40204 97764041 97764041 97764041 NM 87144 97777111 97777111 97777111 GA 30238 97777279 97777279 97777279 FL 32301 97777343 97777343 97777343 GA 31210 97777423 97777423 97777423 FL 34116 97777551 97777551 97777551 NC 28314 97777743 97777743 97777743 MD 21009 97777791 97777791 97777791 FL 33526 97777935 97777935 97777935 FL 33189 97777967 97777967 97777967 NC 28037 97778039 97778039 97778039 SC 29412 97778159 97778159 97778159 VA 22407 97778575 97778575 97778575 PA 17025 97778855 97778855 97778855 CO 80911 97778871 97778871 97778871 NC 28056 97818722 97818722 97818722 CA 95356 97818738 97818738 97818738 CA 95834 97824023 97824023 97824023 MD 20852 97831269 97831269 97831269 IN 47403 97831285 97831285 97831285 IN 46322 97831357 97831357 97831357 IL 62035 97837628 97837628 97837628 CA 93638 97838620 97838620 97838620 FL 34208 97838652 97838652 97838652 FL 33875 97842927 97842927 97842927 CA 90031 97843071 97843071 97843071 CA 90037 97843095 97843095 97843095 CA 94560 97843351 97843351 97843351 CA 91761 97843375 97843375 97843375 CA 92656 97843415 97843415 97843415 CA 92571 97843647 97843647 97843647 CA 95901 97843855 97843855 97843855 CA 95407 97843863 97843863 97843863 CA 95841 97844015 97844015 97844015 CA 91351 97844167 97844167 97844167 CA 91744 97844359 97844359 97844359 CA 91786 97844399 97844399 97844399 CA 91335 97844495 97844495 97844495 CA 95678 97844655 97844655 97844655 CA 92335 97844711 97844711 97844711 CA 95350 97844791 97844791 97844791 CA 90604 97851623 97851623 97851623 WY 82609 97851663 97851663 97851663 CO 81212 97928368 97928368 97928368 PA 19138 97930674 97930674 97930674 IL 60110 97930690 97930690 97930690 FL 32164 97930738 97930738 97930738 MN 55316 97930826 97930826 97930826 MI 48329 97930842 97930842 97930842 TX 77476 97930970 97930970 97930970 TX 75216 97931170 97931170 97931170 TX 77087 97931202 97931202 97931202 IL 60712 97931290 97931290 97931290 TX 76018 97931330 97931330 97931330 NY 11575 97931354 97931354 97931354 TN 37694 97931458 97931458 97931458 TX 77904 97931562 97931562 97931562 MN 55432 97931578 97931578 97931578 TX 77316 97931674 97931674 97931674 TX 77375 97931698 97931698 97931698 TX 78045 97931722 97931722 97931722 MI 48170 97931746 97931746 97931746 FL 32566 97931794 97931794 97931794 MI 48186 97931842 97931842 97931842 MI 48084 97931890 97931890 97931890 NY 11418 97931906 97931906 97931906 TX 75051 97932058 97932058 97932058 IL 60139 97932106 97932106 97932106 TX 79936 97932138 97932138 97932138 TX 77083 97932146 97932146 97932146 TX 78223 97932274 97932274 97932274 TX 77571 97932282 97932282 97932282 MN 55118 97932322 97932322 97932322 VA 23323 97932330 97932330 97932330 IL 60187 97932490 97932490 97932490 MN 55118 97932506 97932506 97932506 TN 37347 97932578 97932578 97932578 FL 33914 97932602 97932602 97932602 MI 48180 97932610 97932610 97932610 TX 78223 97932634 97932634 97932634 MI 48146 97936743 97936743 97936743 IL 60139 97936759 97936759 97936759 IL 60638 97937023 97937023 97937023 WI 53142 97947711 97947711 97947711 NJ 08234 97955598 97955598 97955598 CA 93041 97955630 97955630 97955630 CA 92567 97955646 97955646 97955646 CA 91350 97955950 97955950 97955950 CA 91604 97956014 97956014 97956014 CA 93535 97966839 97966839 97966839 FL 32952 97966863 97966863 97966863 FL 33919 97967040 97967040 97967040 MI 48174 97967112 97967112 97967112 MI 48111 97967136 97967136 97967136 MI 49301 97967740 97967740 97967740 TN 37138 97972997 97972997 97972997 MO 63385 97979353 97979353 97979353 NY 10567 97979473 97979473 97979473 NY 12020 98013561 98013561 98013561 FL 33055 98013681 98013681 98013681 MD 21740 98013929 98013929 98013929 FL 33139 98013937 98013937 98013937 NC 27243 98013969 98013969 98013969 FL 33414 98014097 98014097 98014097 NJ 07305 98014145 98014145 98014145 VA 23223 98014393 98014393 98014393 MD 21047 98014401 98014401 98014401 FL 34667 98014433 98014433 98014433 MD 21702 98014481 98014481 98014481 MD 20706 98014721 98014721 98014721 SC 29506 98014761 98014761 98014761 FL 33781 98014817 98014817 98014817 FL 33437 98015113 98015113 98015113 FL 33154 98015241 98015241 98015241 MD 20743 98015305 98015305 98015305 GA 30312 98015505 98015505 98015505 FL 33193 98017004 98017004 98017004 FL 33012 98017036 98017036 98017036 FL 33013 98017116 98017116 98017116 FL 34110 98017390 98017390 98017390 MO 63366 98017510 98017510 98017510 TX 78223 98017526 98017526 98017526 TX 75146 98017662 98017662 98017662 TX 76131 98017710 98017710 98017710 MO 63051 98017718 98017718 98017718 CT 06810 98017894 98017894 98017894 WI 54311 98018422 98018422 98018422 AL 35226 98018430 98018430 98018430 MN 55404 98018454 98018454 98018454 MI 49457 98018478 98018478 98018478 MS 39056 98018598 98018598 98018598 MN 55122 98018630 98018630 98018630 TX 77031 98018686 98018686 98018686 TX 76010 98018694 98018694 98018694 TX 77469 98018726 98018726 98018726 TX 78223 98018806 98018806 98018806 TX 75224 98018846 98018846 98018846 TX 75189 98018918 98018918 98018918 TX 75115 98018982 98018982 98018982 TX 75115 98019030 98019030 98019030 IL 60120 98019094 98019094 98019094 TX 76082 98019190 98019190 98019190 MO 63137 98019214 98019214 98019214 TX 75089 98022268 98022268 98022268 CA 93458 98022276 98022276 98022276 CA 91405 98022316 98022316 98022316 CA 92886 98022364 98022364 98022364 CA 92201 98022636 98022636 98022636 CA 93637 98022644 98022644 98022644 CA 92410 98022652 98022652 98022652 CA 92804 98022692 98022692 98022692 CA 92705 98022748 98022748 98022748 CA 94509 98022844 98022844 98022844 CA 94565 98022948 98022948 98022948 CA 91752 98022988 98022988 98022988 CA 92301 98023044 98023044 98023044 CA 93458 98023060 98023060 98023060 CA 92701 98023164 98023164 98023164 CA 90063 98023188 98023188 98023188 CA 92301 98023308 98023308 98023308 CA 90044 98023356 98023356 98023356 CA 91744 98023452 98023452 98023452 CA 91103 98023588 98023588 98023588 CA 92505 98023740 98023740 98023740 CA 92395 98023812 98023812 98023812 CA 92316 98023844 98023844 98023844 CA 90712 98023964 98023964 98023964 CA 91752 98023996 98023996 98023996 CA 91342 98029653 98029653 98029653 MI 48235 98029797 98029797 98029797 MI 48310 98031802 98031802 98031802 UT 84054 98031818 98031818 98031818 OR 97603 98031882 98031882 98031882 SD 57761 98031946 98031946 98031946 OR 97220 98032074 98032074 98032074 UT 84095 98032186 98032186 98032186 WA 99204 98032218 98032218 98032218 AZ 85730 98032266 98032266 98032266 OR 97753 98032394 98032394 98032394 OK 74066 98032458 98032458 98032458 AZ 85015 98032482 98032482 98032482 MO 64068 98032498 98032498 98032498 CO 80138 98032586 98032586 98032586 WA 98387 98032618 98032618 98032618 NV 89121 98032682 98032682 98032682 ID 83716 98032698 98032698 98032698 MO 64082 98032714 98032714 98032714 UT 84032 98032866 98032866 98032866 WA 98030 98032938 98032938 98032938 CO 80233 98032994 98032994 98032994 CO 80905 98033018 98033018 98033018 CO 80916 98033034 98033034 98033034 NV 89048 98033050 98033050 98033050 NV 89147 98033082 98033082 98033082 WA 98351 98033154 98033154 98033154 NV 89129 98033250 98033250 98033250 AZ 85032 98033258 98033258 98033258 WA 98310 98033266 98033266 98033266 MO 64155 98033274 98033274 98033274 CO 80015 98033322 98033322 98033322 NV 89149 98033338 98033338 98033338 NV 89502 98033354 98033354 98033354 NM 87121 98033458 98033458 98033458 WA 98597 98033522 98033522 98033522 OR 97502 98033530 98033530 98033530 OR 97140 98033578 98033578 98033578 CO 80125 98033602 98033602 98033602 CO 80020 98033618 98033618 98033618 AZ 85712 98033714 98033714 98033714 CO 80020 98036132 98036132 98036132 CA 92551 98037143 98037143 98037143 CA 92394 98037207 98037207 98037207 CA 92201 98037255 98037255 98037255 CA 92532 98046947 98046947 98046947 SC 29483 98046963 98046963 98046963 NC 27529 98047027 98047027 98047027 SC 29732 98047067 98047067 98047067 SC 29732 98052013 98052013 98052013 CA 92057 98052077 98052077 98052077 CA 92056 98052093 98052093 98052093 CA 92114 98052625 98052625 98052625 VA 22835 98053852 98053852 98053852 TX 78223 98055767 98055767 98055767 NV 89139 98055855 98055855 98055855 CA 96021 98055887 98055887 98055887 CA 96007 98055944 98055944 98055944 TX 79118 98055960 98055960 98055960 TX 75070 98055984 98055984 98055984 OK 73089 98092445 98092445 98092445 NJ 08721 98092510 98092510 98092510 AZ 85379 98092550 98092550 98092550 AZ 86303 98092590 98092590 98092590 NV 89120 98104439 98104439 98104439 CA 95624 98104479 98104479 98104479 CA 92234 98104631 98104631 98104631 CA 91710 98104663 98104663 98104663 CA 92530 98104671 98104671 98104671 AZ 85338 98104695 98104695 98104695 CA 93311 98104751 98104751 98104751 CA 92880 98104791 98104791 98104791 CA 93030 98105103 98105103 98105103 CA 95823 98105119 98105119 98105119 CA 90502 98105191 98105191 98105191 CA 92883 98105455 98105455 98105455 CA 91324 98105615 98105615 98105615 CA 91344 98105759 98105759 98105759 CA 92879 98105783 98105783 98105783 CA 92505 98105807 98105807 98105807 CA 95490 98105903 98105903 98105903 CA 91761 98115559 98115559 98115559 IL 61103 98115575 98115575 98115575 TX 77041 98115719 98115719 98115719 TX 78233 98115735 98115735 98115735 IL 60440 98115783 98115783 98115783 WI 53913 98115791 98115791 98115791 TX 78240 98115903 98115903 98115903 IL 60651 98115967 98115967 98115967 LA 70360 98115991 98115991 98115991 TX 77474 98116039 98116039 98116039 MN 55301 98116215 98116215 98116215 TX 77449 98116311 98116311 98116311 NY 11772 98116335 98116335 98116335 GA 30035 98116343 98116343 98116343 MS 38637 98116351 98116351 98116351 IL 60443 98116375 98116375 98116375 IL 60008 98116431 98116431 98116431 MO 63012 98116439 98116439 98116439 IL 60440 98116471 98116471 98116471 NJ 08069 98116487 98116487 98116487 MS 39501 98116599 98116599 98116599 TX 76207 98116639 98116639 98116639 IL 61081 98116703 98116703 98116703 MO 63034 98116727 98116727 98116727 TX 78557 98116759 98116759 98116759 NY 11720 98116767 98116767 98116767 TX 77539 98116975 98116975 98116975 MI 48917 98117047 98117047 98117047 MN 55430 98117151 98117151 98117151 TX 75228 98117167 98117167 98117167 IN 46112 98117207 98117207 98117207 NY 11550 98117423 98117423 98117423 TX 76310 98117439 98117439 98117439 TX 78626 98117496 98117496 98117496 CT 06786 98117520 98117520 98117520 TX 75054 98117728 98117728 98117728 TX 78589 98117776 98117776 98117776 LA 70068 98117888 98117888 98117888 LA 70124 98118088 98118088 98118088 VA 23320 98118128 98118128 98118128 TX 75232 98118384 98118384 98118384 TX 75034 98118480 98118480 98118480 MI 49505 98118568 98118568 98118568 MN 56514 98118584 98118584 98118584 IN 46392 98118680 98118680 98118680 MN 55104 98118840 98118840 98118840 MO 63077 98118848 98118848 98118848 IL 60016 98118888 98118888 98118888 MN 55024 98118936 98118936 98118936 TX 78596 98118968 98118968 98118968 NH 03063 98118992 98118992 98118992 TX 76063 98119056 98119056 98119056 TN 38057 98119256 98119256 98119256 IL 60435 98119336 98119336 98119336 NY 11717 98119360 98119360 98119360 MI 48198 98119408 98119408 98119408 TX 75028 98121497 98121497 98121497 IL 60525 98121569 98121569 98121569 IL 60042 98148984 98148984 98148984 CA 93312 98155782 98155782 98155782 CA 90604 98156145 98156145 98156145 FL 34120 98156169 98156169 98156169 FL 34205 98156225 98156225 98156225 FL 33157 98167629 98167629 98167629 NC 27513 98168016 98168016 98168016 FL 33144 98168080 98168080 98168080 FL 33169 98168128 98168128 98168128 NC 28333 98168304 98168304 98168304 FL 32822 98168312 98168312 98168312 SC 29732 98168384 98168384 98168384 NC 27282 98168408 98168408 98168408 FL 32211 98168656 98168656 98168656 NC 28052 98168768 98168768 98168768 NC 27407 98168776 98168776 98168776 FL 33065 98169040 98169040 98169040 PA 17936 98169256 98169256 98169256 VA 23707 98169304 98169304 98169304 FL 32210 98169384 98169384 98169384 FL 33611 98169480 98169480 98169480 VA 22408 98169560 98169560 98169560 GA 30294 98169688 98169688 98169688 FL 32210 98169896 98169896 98169896 FL 33065 98169952 98169952 98169952 GA 30349 98169993 98169993 98169993 FL 33484 98170017 98170017 98170017 FL 33021 98170049 98170049 98170049 FL 33014 98170169 98170169 98170169 NC 27409 98170401 98170401 98170401 MD 21136 98170481 98170481 98170481 SC 29649 98170617 98170617 98170617 FL 33313 98170673 98170673 98170673 NC 28679 98170753 98170753 98170753 GA 30152 98170865 98170865 98170865 GA 30141 98170897 98170897 98170897 GA 30039 98170985 98170985 98170985 FL 32259 98171001 98171001 98171001 FL 33010 98171017 98171017 98171017 FL 33063 98171033 98171033 98171033 GA 30097 98171129 98171129 98171129 GA 30014 98171497 98171497 98171497 MD 20743 98171585 98171585 98171585 GA 30011 98171793 98171793 98171793 NY 11731 98171809 98171809 98171809 FL 33404 98171817 98171817 98171817 GA 30260 98173358 98173358 98173358 NH 03301 98174035 98174035 98174035 IL 60443 98174051 98174051 98174051 IL 60544 98174299 98174299 98174299 IL 60465 98174411 98174411 98174411 IL 60402 98180330 98180330 98180330 GA 30102 98186412 98186412 98186412 MD 21702 98187056 98187056 98187056 FL 33594 98188340 98188340 98188340 VA 23223 98192949 98192949 98192949 KY 40291 98193150 98193150 98193150 AL 36526 98197594 98197594 98197594 NV 89115 98205346 98205346 98205346 CA 91024 98205363 98205363 98205363 CO 80231 98205595 98205595 98205595 OR 97701 98205603 98205603 98205603 NV 89141 98205691 98205691 98205691 CO 80219 98205771 98205771 98205771 NV 89015 98205787 98205787 98205787 CA 95843 98205811 98205811 98205811 UT 84088 98205955 98205955 98205955 OR 97304 98206035 98206035 98206035 CO 80128 98206083 98206083 98206083 CO 80474 98206099 98206099 98206099 NV 89030 98206123 98206123 98206123 UT 84043 98206211 98206211 98206211 CO 80922 98206259 98206259 98206259 AZ 94066 98206339 98206339 98206339 WA 99362 98206483 98206483 98206483 MO 64086 98206683 98206683 98206683 OR 97502 98206731 98206731 98206731 WA 98532 98206779 98206779 98206779 OR 97024 98206795 98206795 98206795 NV 89102 98206835 98206835 98206835 CO 80701 98206851 98206851 98206851 NV 89131 98206875 98206875 98206875 UT 84084 98206939 98206939 98206939 WA 98225 98206979 98206979 98206979 UT 84095 98207067 98207067 98207067 UT 84663 98207115 98207115 98207115 NM 87120 98207123 98207123 98207123 UT 84101 98207163 98207163 98207163 CO 81019 98207219 98207219 98207219 OR 97402 98207275 98207275 98207275 AZ 85213 98207291 98207291 98207291 WA 99301 98209555 98209555 98209555 TN 38128 98251329 98251329 98251329 CA 90043 98252030 98252030 98252030 IN 46013 98252054 98252054 98252054 IN 46033 98265701 98265701 98265701 MI 48221 98268827 98268827 98268827 CA 91304 98268891 98268891 98268891 CA 92503 98269059 98269059 98269059 CA 95242 98269203 98269203 98269203 CA 92694 98269395 98269395 98269395 CA 93535 98269499 98269499 98269499 CA 94608 98269923 98269923 98269923 CA 92234 98270011 98270011 98270011 CA 92252 98270035 98270035 98270035 CA 92336 98270163 98270163 98270163 CA 95901 98270243 98270243 98270243 CA 92649 98270267 98270267 98270267 CA 95695 98270299 98270299 98270299 CA 93060 98270363 98270363 98270363 CA 92253 98270459 98270459 98270459 CA 92802 98270683 98270683 98270683 CA 91342 98275458 98275458 98275458 CO 80863 98275466 98275466 98275466 CO 80109 98275482 98275482 98275482 CO 80537 98275498 98275498 98275498 CO 81650 98302790 98302790 98302790 LA 70776 98302870 98302870 98302870 TX 78550 98302990 98302990 98302990 MI 48640 98303190 98303190 98303190 MI 48219 98303278 98303278 98303278 MN 55419 98303286 98303286 98303286 TX 77044 98303358 98303358 98303358 TX 77034 98303422 98303422 98303422 TN 38134 98303430 98303430 98303430 TX 75040 98303446 98303446 98303446 TX 77459 98303478 98303478 98303478 NJ 08021 98303510 98303510 98303510 TX 75052 98303550 98303550 98303550 IL 60406 98303638 98303638 98303638 MN 55309 98303654 98303654 98303654 TX 75034 98303694 98303694 98303694 TX 75751 98303726 98303726 98303726 IL 60185 98303806 98303806 98303806 TN 37920 98303838 98303838 98303838 TX 75452 98303926 98303926 98303926 NH 03038 98303958 98303958 98303958 AL 35661 98303974 98303974 98303974 MN 55014 98304030 98304030 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98746533 98746533 98746533 CO 80013 98746565 98746565 98746565 NV 89147 98746621 98746621 98746621 MO 64075 98746709 98746709 98746709 WA 98258 98746765 98746765 98746765 ID 83221 98748956 98748956 98748956 NC 27529 98749004 98749004 98749004 VA 22508 98749012 98749012 98749012 GA 30016 98749420 98749420 98749420 SC 29464 98749460 98749460 98749460 SC 29485 98749516 98749516 98749516 MD 21239 98749732 98749732 98749732 FL 32828 98750028 98750028 98750028 FL 32805 98750180 98750180 98750180 MD 21740 98750444 98750444 98750444 NY 11550 98750652 98750652 98750652 MD 20716 98750884 98750884 98750884 VA 20109 98750885 98750885 98750885 IL 60419 98750909 98750909 98750909 TX 75035 98750933 98750933 98750933 FL 32837 98750997 98750997 98750997 MN 55040 98751093 98751093 98751093 MI 48312 98751165 98751165 98751165 LA 70117 98751237 98751237 98751237 TX 75052 98751325 98751325 98751325 TN 38115 98751493 98751493 98751493 MS 38637 98751669 98751669 98751669 CT 06606 98751701 98751701 98751701 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98823225 CA 92882 98823537 98823537 98823537 CA 90606 98823545 98823545 98823545 CA 90001 98823553 98823553 98823553 CA 93550 98823673 98823673 98823673 CA 92405 98823753 98823753 98823753 OR 97229 98824489 98824489 98824489 CA 92882 98824553 98824553 98824553 CA 95621 98825930 98825930 98825930 CA 92587 98831619 98831619 98831619 CA 90305 98844168 98844168 98844168 IL 60202 98844184 98844184 98844184 MN 55024 98844240 98844240 98844240 TX 77469 98844528 98844528 98844528 TX 77339 98844576 98844576 98844576 MS 38654 98844584 98844584 98844584 TX 75762 98844648 98844648 98844648 TN 37015 98844720 98844720 98844720 TX 77073 98844728 98844728 98844728 TX 77547 98844904 98844904 98844904 TX 77034 98844960 98844960 98844960 TX 77494 98845016 98845016 98845016 MN 55407 98845232 98845232 98845232 TX 75249 98845264 98845264 98845264 TX 75098 98845328 98845328 98845328 TN 37130 98845360 98845360 98845360 MN 55330 98845392 98845392 98845392 TN 38357 98845432 98845432 98845432 LA 70117 98845824 98845824 98845824 TX 76010 98845960 98845960 98845960 MN 55434 98846024 98846024 98846024 TX 77494 98846104 98846104 98846104 LA 70806 98846128 98846128 98846128 TX 76548 98856759 98856759 98856759 WA 98597 98856791 98856791 98856791 OK 74012 98856895 98856895 98856895 AZ 85053 98856935 98856935 98856935 CO 80909 98856959 98856959 98856959 CO 81226 98857031 98857031 98857031 NV 89123 98857095 98857095 98857095 NM 87123 98857159 98857159 98857159 UT 84655 98857175 98857175 98857175 MO 64151 98857335 98857335 98857335 CO 80022 98857447 98857447 98857447 AZ 85222 98857663 98857663 98857663 OR 97303 98857695 98857695 98857695 NM 87120 98857767 98857767 98857767 OR 97060 98857783 98857783 98857783 OR 97113 98857879 98857879 98857879 CO 80601 98857911 98857911 98857911 CO 80909 98857919 98857919 98857919 ID 83651 98857967 98857967 98857967 WA 98366 98858079 98858079 98858079 AZ 85710 98858143 98858143 98858143 UT 84120 98858215 98858215 98858215 NV 89147 98858375 98858375 98858375 WA 98503 98858391 98858391 98858391 NV 89103 98858551 98858551 98858551 UT 84065 98858655 98858655 98858655 UT 84404 98858711 98858711 98858711 NV 89122 9887672 9887672 9887672 VA 23464 98906204 98906204 98906204 CA 92780 98906236 98906236 98906236 CA 92337 98925158 98925158 98925158 AL 36528 98925568 98925568 98925568 GA 31210 98925616 98925616 98925616 PA 17545 98926352 98926352 98926352 GA 30184 98926456 98926456 98926456 GA 30116 98926656 98926656 98926656 FL 32926 98926664 98926664 98926664 FL 33065 98926984 98926984 98926984 MD 21122 98944889 98944889 98944889 CA 90802 98944905 98944905 98944905 HI 96792 98945177 98945177 98945177 CA 91304 98945369 98945369 98945369 CA 94531 98945385 98945385 98945385 CA 94578 98945513 98945513 98945513 CA 92708 98946417 98946417 98946417 CA 93535 98946793 98946793 98946793 CA 92504 98956171 98956171 98956171 LA 70005 98956379 98956379 98956379 TX 75969 98956443 98956443 98956443 CT 06705 98956451 98956451 98956451 IN 46239 98956539 98956539 98956539 TX 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Primary Single Family N 0 98749004 Primary Planned Unit Development N 0 98749012 Primary Single Family N 0 98749420 Primary Planned Unit Development N 0 98749460 Primary Single Family N 0 98749516 Primary Single Family N 0 98749732 Primary Planned Unit Development N 0 98750028 Primary Single Family N 0 98750180 Primary Planned Unit Development N 0 98750444 Primary Single Family N 0 98750652 Primary Single Family N 0 98750884 Primary Planned Unit Development N 0 98750885 Primary Single Family N 0 98750909 Primary Single Family N 0 98750933 Primary Single Family N 0 98750997 Primary Single Family N 0 98751093 Primary Condominium N 0 98751165 Primary Two-to-Four Family N 0 98751237 Primary Single Family N 0 98751325 Primary Single Family N 0 98751493 Primary Single Family N 0 98751669 Primary Condominium N 0 98751701 Primary Single Family N 0 98751773 Primary Single Family N 0 98751861 Primary Planned Unit Development N 0 98751893 Primary Single Family N 0 98751909 Primary Single Family N 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Family N 0 98823553 Primary Single Family N 0 98823673 Primary Single Family N 0 98823753 Primary Planned Unit Development N 0 98824489 Primary Single Family N 0 98824553 Primary Single Family N 0 98825930 Primary Planned Unit Development N 0 98831619 Primary Single Family N 0 98844168 Primary Two-to-Four Family N 0 98844184 Primary Single Family N 0 98844240 Primary Planned Unit Development N 0 98844528 Primary Planned Unit Development N 0 98844576 Primary Planned Unit Development N 0 98844584 Primary Single Family N 0 98844648 Primary Single Family N 0 98844720 Primary Planned Unit Development N 0 98844728 Primary Single Family N 0 98844904 Primary Single Family N 0 98844960 Primary Planned Unit Development N 0 98845016 Primary Single Family N 0 98845232 Primary Single Family N 0 98845264 Primary Planned Unit Development N 0 98845328 Primary Single Family N 0 98845360 Primary Single Family N 0 98845392 Primary Single Family N 0 98845432 Primary Single Family N 0 98845824 Primary Single Family N 0 98845960 Primary Single Family N 0 98846024 Primary Planned Unit Development N 0 98846104 Primary Single Family N 0 98846128 Primary Single Family N 0 98856759 Primary Single Family N 0 98856791 Primary Single Family N 0 98856895 Primary Single Family N 0 98856935 Primary Single Family N 0 98856959 Primary Single Family N 0 98857031 Primary Condominium N 0 98857095 Primary Single Family N 0 98857159 Primary Single Family N 0 98857175 Primary Single Family N 0 98857335 Primary Single Family N 0 98857447 Primary Planned Unit Development N 0 98857663 Primary Single Family N 0 98857695 Primary Single Family N 0 98857767 Primary Single Family N 0 98857783 Primary Single Family N 0 98857879 Primary Planned Unit Development N 0 98857911 Primary Single Family N 0 98857919 Primary Planned Unit Development N 0 98857967 Primary Single Family N 0 98858079 Primary Single Family N 0 98858143 Primary Single Family N 0 98858215 Primary Condominium N 0 98858375 Primary Single Family N 0 98858391 Primary Condominium N 0 98858551 Primary Single Family N 0 98858655 Primary Single Family N 0 98858711 Primary Single Family N 0 9887672 Primary Single Family N 0 98906204 Primary Planned Unit Development N 0 98906236 Primary Single Family N 0 98925158 Primary Condominium N 0 98925568 Primary Single Family N 0 98925616 Primary Single Family N 0 98926352 Primary Single Family N 0 98926456 Primary Single Family N 0 98926656 Primary Single Family N 0 98926664 Primary Condominium N 0 98926984 Primary Condominium N 0 98944889 Primary Condominium N 0 98944905 Primary Planned Unit Development N 0 98945177 Primary Condominium N 0 98945369 Primary Single Family N 0 98945385 Primary Condominium N 0 98945513 Primary Planned Unit Development N 0 98946417 Primary Single Family N 0 98946793 Primary Single Family N 0 98956171 Primary Single Family N 0 98956379 Primary Single Family N 0 98956443 Primary Single Family N 0 98956451 Primary Single Family N 0 98956539 Primary Single Family N 0 98956547 Primary Single Family N 0 98956675 Primary Single Family N 0 98956699 Primary Planned Unit Development N 0 98956747 Primary Single Family N 0 98956931 Primary Two-to-Four Family N 0 98957123 Primary Single Family N 0 98957283 Primary Planned Unit Development N 0 98957323 Primary Single Family N 0 98957435 Primary Single Family N 0 98957483 Primary Planned Unit Development N 0 98957523 Primary Single Family N 0 98957587 Primary Planned Unit Development N 0 98957699 Primary Single Family N 0 98957707 Primary Planned Unit Development N 0 98957723 Primary Planned Unit Development N 0 98957779 Primary Single Family N 0 98957811 Primary Single Family N 0 98957867 Primary Single Family N 0 98957979 Primary Single Family N 0 98958091 Primary Single Family N 0 98958155 Primary Planned Unit Development N 0 98958317 Primary Single Family N 0 98958357 Primary Single Family N 0 98958453 Primary Single Family N 0 98958478 Primary Single Family N 0 99147090 Primary Single Family N 0 99147138 Primary Single Family N 0 99154655 Primary Single Family N 0 99154727 Primary Single Family N 0 99154831 Primary Planned Unit Development N 0 99154871 Primary Single Family N 0 99154895 Primary Single Family N 0 99155007 Primary Single Family N 0 99155079 Primary Single Family N 0 99155263 Primary Single Family N 0 99155343 Primary Single Family N 0 99155399 Primary Condominium N 0 99155535 Primary Single Family N 0 99155543 Primary Planned Unit Development N 0 99155551 Primary Single Family N 0 99155943 Primary Single Family N 0 99156031 Primary Single Family N 0 99156279 Primary Single Family N 0 99156335 Primary Single Family N 0 99177130 Primary Planned Unit Development N 0 99177138 Primary Planned Unit Development N 0 99177146 Primary Single Family N 0 99177274 Primary Single Family N 0 99177290 Primary Single Family N 0 99177378 Primary Planned Unit Development N 0 99177434 Primary Single Family N 0 99177546 Primary Planned Unit Development N 0 99177778 Primary Planned Unit Development N 0 99178002 Primary Single Family N 0 99178338 Primary Planned Unit Development N 0 99178346 Primary Single Family N 0 99178546 Primary Single Family N 0 99178722 Primary Single Family N 0 99178746 Primary Single Family N 0 99178794 Primary Single Family N 0 99178874 Primary Single Family N 0 99179042 Primary Single Family N 0 99183309 Primary Single Family N 0 99183349 Primary Planned Unit Development N 0 99183581 Primary Single Family N 0 99183589 Primary Single Family N 0 99183677 Primary Planned Unit Development N 0 99183725 Primary Single Family N 0 99184733 Primary Single Family N 0 99184789 Primary Single Family N 0 99184821 Primary Single Family N 0 99184893 Primary Single Family N 0 99200362 Primary Single Family N 0 99200434 Primary Single Family N 0 99200474 Primary Single Family N 0 99200642 Primary Single Family N 0 99200826 Primary Single Family N 0 99200922 Primary Single Family N 0 99201002 Primary Single Family N 0 99201130 Primary Single Family N 0 99201138 Primary Single Family N 0 99201546 Primary Single Family N 0 99201778 Primary Single Family N 0 99201786 Primary Single Family N 0 99202098 Primary Single Family N 0 99202306 Primary Single Family N 0 99282867 Primary Planned Unit Development N 0 99292047 Primary Planned Unit Development N 0 99292651 Primary Single Family N 0 99298615 Primary Planned Unit Development N 0 99312603 Primary Single Family N 0 99312675 Primary Single Family N 0 99312707 Primary Single Family N 0 99344784 Primary Single Family N 0 99372061 Primary Single Family N 0 99372125 Primary Single Family N 0 99372165 Primary Single Family N 0 99372501 Primary Single Family N 0 99372517 Primary Planned Unit Development N 0 99372901 Primary Planned Unit Development N 0 99372965 Primary Single Family N 0 99373013 Primary Single Family N 0 99373029 Primary Planned Unit Development N 0 99373069 Primary Planned Unit Development N 0 99373117 Primary Condominium N 0 99373237 Primary Planned Unit Development N 0 99373285 Primary Single Family N 0 99373685 Primary Single Family N 0 99373877 Primary Planned Unit Development N 0 99373941 Primary Planned Unit Development N 0 99464001 Primary Single Family N 0 99467201 Primary Single Family N 0 99467665 Primary Single Family N 0 99467705 Primary Condominium N 0 99467865 Primary Single Family N 0 99468345 Primary Single Family N 0 99468569 Primary Single Family N 0 99468865 Primary Single Family N 0 99470210 Primary Planned Unit Development N 0 99470274 Primary Condominium N 0 99470354 Primary Single Family N 0 99470362 Primary Planned Unit Development N 0 99470474 Primary Planned Unit Development N 0 99470578 Primary Single Family N 0 99470850 Primary Single Family N 0 99470858 Primary Single Family N 0 99470866 Primary Planned Unit Development N 0 99471026 Primary Two-to-Four Family N 0 99471066 Primary Single Family N 0 99471074 Primary Planned Unit Development N 0 99471130 Primary Single Family N 0 99471146 Primary Single Family N 0 99471274 Primary Single Family N 0 99471362 Primary Planned Unit Development N 0 99471474 Primary Single Family N 0 99471498 Primary Single Family N 0 99471530 Primary Condominium N 0 99471754 Primary Condominium N 0 99471866 Primary Single Family N 0 99472002 Primary Single Family N 0 99472162 Primary Single Family N 0 99505012 Primary Planned Unit Development N 0 99505340 Primary Planned Unit Development N 0 99506060 Primary Planned Unit Development N 0 99506180 Primary Planned Unit Development N 0 99506532 Primary Planned Unit Development N 0 99506676 Primary Single Family N 0 99506772 Primary Condominium N 0 99565057 Primary Single Family N 0 99565257 Primary Single Family N 0 99565337 Primary Planned Unit Development N 0 99565585 Primary Single Family N 0 99565601 Primary Single Family N 0 99565625 Primary Single Family N 0 99565689 Primary Single Family N 0 99565729 Primary Single Family N 0 99565897 Primary Planned Unit Development N 0 99565929 Primary Planned Unit Development N 0 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Planned Unit Development N 0 99640598 Primary Single Family N 0 99687367 Primary Single Family N 0 99687543 Primary Single Family N 0 99687999 Primary Single Family N 0 99699330 Primary Single Family N 0 99699490 Primary Planned Unit Development N 0 99699666 Primary Single Family N 0 99699802 Primary Single Family N 0 99700306 Primary Single Family N 0 99700370 Primary Planned Unit Development N 0 99700474 Primary Single Family N 0 99746463 Primary Single Family N 0 99746559 Primary Single Family N 0 99746983 Primary Single Family N 0 99747223 Primary Planned Unit Development N 0 99747319 Primary Planned Unit Development N 0 99759652 Primary Single Family N 0 99760452 Primary Single Family N 0 99760516 Primary Condominium N 0 99760852 Primary Single Family N 0 99761236 Primary Single Family N 0 99894471 Primary Single Family N 0 1000193877 Primary Single Family N 0 1000197895 Primary Two-to-Four Family N 0 10478 Soundview 2005-B Final Pool Loan Number I/O Rem Term Orig Term Amort Orig 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