Execution Copy
POOLING AND SERVICING
AGREEMENT
Relating to
NATIONSTAR HOME EQUITY LOAN TRUST
2007-A
Among
NATIONSTAR FUNDING LLC,
as Depositor,
NATIONSTAR MORTGAGE
LLC,
as Seller,
AUBURN FUNDING, LLC,
as Conduit Seller
NATIONSTAR MORTGAGE
LLC,
as
Servicer,
and
THE BANK OF NEW YORK
as Trustee
Dated as of February 1, 2007
TABLE OF CONTENTS
ARTICLE
I DEFINITIONS;
RULES OF CONSTRUCTION
2
Section
1.01.
Definitions.
2
Section
1.02.
Use of Words and Phrases.
38
Section
1.03.
Captions, Table of Contents.
38
Section
1.04.
Opinions.
38
ARTICLE
II ESTABLISHMENT AND
ORGANIZATION OF THE TRUST
39
Section
2.01.
Establishment of the Trust.
39
Section 2.02.
Office.
39
Section
2.03.
Purposes and Powers.
39
Section
2.04.
Appointment of the Trustee; Declaration
of Trust.
39
Section
2.05.
Expenses of the Trust.
39
Section
2.06.
Ownership of the Trust.
39
Section
2.07.
Situs of the Trust.
40
Section
2.08.
Designation of Interests in
REMICs.
40
Section
2.09.
Miscellaneous REMIC
Provisions.
54
Section
2.10.
Supplemental Interest Trust.
55
ARTICLE
III REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE
DEPOSITOR, THE
SERVICER AND THE SELLERS; COVENANT OF SELLER TO
CONVEY HOME EQUITY
LOANS
56
Section
3.01.
Representations and Warranties of the
Depositor.
56
Section
3.02.
Representations and Warranties of the
Servicer.
58
Section
3.03.
Representations and Warranties of the
Sellers.
60
Section
3.04.
Covenants of Sellers to Take Certain
Actions with Respect to the Home
Equity Loans in Certain
Situations.
63
Section
3.05.
Sale Treatment of the Home Equity Loans
and Qualified Replacement
Mortgages.
73
Section
3.06.
Acceptance by Trustee; Certain
Substitutions of Home Equity Loans;
Certification by Trustee.
77
Section
3.07.
High-Cost Home Loans.
79
Section
3.08.
Custodian.
80
Section
3.09.
Cooperation Procedures.
80
Section
3.10.
Payment of Taxes, Insurance and Other
Charges.
80
ARTICLE
IV ISSUANCE AND SALE
OF CERTIFICATES
82
Section
4.01.
Issuance of Certificates.
82
Section
4.02.
Sale of Certificates.
82
ARTICLE
V CERTIFICATES AND
TRANSFER OF INTERESTS
83
Section 5.01.
Terms.
83
Section 5.02.
Forms.
83
Section
5.03.
Execution, Authentication and
Delivery.
83
Section
5.04.
Registration and Transfer of
Certificates.
84
Section
5.05.
Mutilated, Destroyed, Lost or Stolen
Certificates.
86
Section
5.06.
Persons Deemed Owners.
87
Section
5.07.
Cancellation.
87
Section
5.08.
Limitation on Transfer of Ownership
Rights.
87
Section
5.09.
Assignment of Rights.
89
ARTICLE
VI COVENANTS
91
Section
6.01.
Distributions.
91
Section
6.02.
Money for Distributions to be Held in
Trust; Withholding.
91
Section
6.03.
Protection of Trust Estate.
92
Section
6.04.
Performance of Obligations.
93
Section
6.05.
Negative Covenants.
93
Section
6.06.
No Other Powers.
94
Section
6.07.
Limitation of Suits.
94
Section
6.08.
Unconditional Rights of Owners to Receive
Distributions.
94
Section
6.09.
Rights and Remedies
Cumulative.
95
Section
6.10.
Delay or Omission Not Waiver.
95
Section
6.11.
Control by Owners.
95
Section
6.12.
Indemnification by Nationstar
Mortgage.
95
ARTICLE
VII ACCOUNTS,
DISBURSEMENTS AND RELEASES
97
Section
7.01.
Collection of Money.
97
Section
7.02.
Establishment of Accounts.
97
Section
7.03.
Flow of Funds.
97
Section
7.04.
Net WAC Cap Carryover Reserve Fund; WAC
Excess.
100
Section
7.05.
Investment of Accounts.
101
Section
7.06.
Payment of Trust Expenses.
102
Section
7.07.
Eligible Investments.
102
Section
7.08.
Accounting and Directions by
Trustee.
104
Section
7.09.
Reports by Trustee to Owners.
105
Section
7.10.
Reports by Trustee.
108
Section
7.11.
Allocation of Losses.
109
Section
7.12.
Swap Account.
109
Section
7.13.
Tax Treatment of Swap Payments and Swap
Termination Payments.
111
ARTICLE
VIII SERVICING AND
ADMINISTRATION OF HOME EQUITY LOANS
112
Section
8.01.
Servicer and Sub-Servicers.
112
Section
8.02.
Collection of Certain Home Equity Loan
Payments.
113
Section
8.03.
Sub-Servicing Agreements Between Servicer
and Sub-Servicers.
114
Section
8.04.
Successor Sub-Servicers.
114
Section
8.05.
Liability of Servicer;
Indemnification.
114
Section
8.06.
No Contractual Relationship Between
Sub-Servicer, Trustee or the Owners.
115
Section
8.07.
Assumption or Termination of
Sub-Servicing Agreement by Trustee.
115
Section
8.08.
Principal and Interest
Account.
115
Section
8.09.
Delinquency Advances, Servicing Advances
and Arrearages.
117
Section
8.10.
Compensating Interest; Repurchase of Home
Equity Loans.
119
Section
8.11.
Maintenance of Insurance.
120
Section
8.12.
Due-on-Sale Clauses; Assumption and
Substitution Agreements.
121
Section
8.13.
Realization Upon Defaulted Home Equity
Loans; Workout of Home Equity
Loans.
122
Section
8.14.
Trustee to Cooperate; Release of
Files.
123
Section
8.15.
Servicing Compensation.
124
Section
8.16.
Annual Statement as to
Compliance.
125
Section
8.17.
[Reserved].
125
Section
8.18.
Access to Certain Documentation and
Information Regarding the Home
Equity Loans.
125
Section
8.19.
Assignment of Agreement.
125
Section
8.20.
Removal of Servicer; Retention of
Servicer; Resignation of Servicer.
125
Section
8.21.
Inspections; Errors and Omissions
Insurance.
130
Section
8.22.
Additional Servicing Responsibilities for
Second Mortgage Loans.
130
Section
8.23.
The Adjustable Rate Home Equity
Loans.
130
Section
8.24.
Merger, Conversion, Consolidation or
Succession to Business of Servicer.
131
Section
8.25.
Notices of Material Events.
131
Section
8.26.
Indemnification by the
Servicer.
132
Section
8.27.
Reports on Foreclosure and Abandonment of
Properties.
132
Section
8.28.
[Reserved].
132
Section
8.29.
Advance Facility.
132
ARTICLE
IX TERMINATION OF
TRUST
136
Section
9.01.
Termination of Trust.
136
Section
9.02.
Termination Upon Option of the
Servicer.
136
Section
9.03.
Disposition of Proceeds.
137
ARTICLE
X THE
TRUSTEE
138
Section
10.01.
Certain Duties and
Responsibilities.
138
Section
10.02.
Removal of Trustee for Cause.
140
Section
10.03.
Certain Rights of the Trustee.
141
Section
10.04.
Not Responsible for Recitals or Issuance
of Certificates.
143
Section
10.05.
May Hold Certificates.
143
Section
10.06.
Money Held in Trust.
144
Section
10.07.
Compensation and
Reimbursement.
144
Section
10.08.
Corporate Trustee Required;
Eligibility.
144
Section
10.09.
Resignation and Removal; Appointment of
Successor.
145
Section
10.10.
Acceptance of Appointment by Successor
Trustee.
146
Section
10.11.
Merger, Conversion, Consolidation or
Succession to Business of the
Trustee.
146
Section
10.12.
Reporting; Withholding.
147
Section
10.13.
Indemnification and Liability of the
Trustee.
147
Section
10.14.
Appointment of Co-Trustee or Separate
Trustee.
148
Section
10.15.
Appointment of Custodians.
149
ARTICLE
XI MISCELLANEOUS
150
Section
11.01.
Compliance Certificates and
Opinions.
150
Section
11.02.
Form of Documents Delivered to the
Trustee.
150
Section
11.03.
Acts of Owners.
151
Section
11.04.
Notices, etc. to Trustee.
151
Section
11.05.
Notices and Reports to Owners; Waiver of
Notices.
152
Section
11.06.
Rules by Trustee.
152
Section
11.07.
Successors and Assigns.
152
Section
11.08.
Severability.
153
Section
11.09.
Benefits of Agreement; Third-Party
Beneficiaries.
153
Section
11.10.
Legal Holidays.
153
Section
11.11.
Governing Law; Submission to
Jurisdiction.
153
Section
11.12.
Counterparts.
154
Section 11.13.
Usury.
154
Section
11.14.
Amendment.
154
Section
11.15.
Paying Agent; Appointment and Acceptance
of Duties.
155
Section
11.16.
REMIC Status.
156
Section
11.17.
Additional Limitation on Action and
Imposition of Tax.
158
Section
11.18.
Appointment of Tax Matters
Person.
159
Section 11.19.
Notices.
159
Section
11.20.
Rule 144A Information.
161
ARTICLE
XII EXCHANGE ACT
REPORTING
162
Section
12.01.
Filing Obligations.
162
Section
12.02.
Form 10-D Filings.
162
Section
12.03.
Form 8-K Filings.
163
Section
12.04.
Form 10-K Filings.
164
Section
12.05.
Sarbanes-Oxley Certification.
164
Section
12.06.
Form 15 Filing.
165
Section
12.07.
Report on Assessment of Compliance and
Attestation.
165
Section
12.08.
Use of Subservicers and
Subcontractors.
167
Section
12.09.
Amendments.
167
SCHEDULE I-A
SCHEDULE OF THE FIXED RATE HOME EQUITY
LOANS
SCHEDULE I-B
SCHEDULE OF THE ADJUSTABLE RATE HOME
EQUITY LOANS
SCHEDULE I-C
PREPAYMENT CHARGE SCHEDULE
SCHEDULE I-D
[RESERVED]
SCHEDULE I-E
SELLER SCHEDULE OF HOME EQUITY
LOANS
SCHEDULE I-F
CONDUIT SCHEDULE OF HOME EQUITY
LOANS
SCHEDULE I-G
INVESTMENT INSTRUCTIONS TO
TRUSTEE
SCHEDULE I-H
SWAP AGREEMENT SCHEDULE OF NOTIONAL
AMOUNTS
EXHIBIT A-1
FORM OF CLASS AV-1 CERTIFICATE
EXHIBIT A-2
FORM OF CLASS AV-2 CERTIFICATE
EXHIBIT A-3
FORM OF CLASS AV-3 CERTIFICATE
EXHIBIT A-4
FORM OF CLASS AV-4 CERTIFICATE
EXHIBIT A-5
FORM OF CLASS M-1 CERTIFICATE
EXHIBIT A-6
FORM OF CLASS M-2 CERTIFICATE
EXHIBIT A-7
FORM OF CLASS M-3 CERTIFICATE
EXHIBIT A-8
FORM OF CLASS M-4 CERTIFICATE
EXHIBIT A-9
FORM OF CLASS M-5 CERTIFICATE
EXHIBIT A-10
FORM OF CLASS M-6 CERTIFICATE
EXHIBIT A-11
FORM OF CLASS M-7 CERTIFICATE
EXHIBIT A-12
FORM OF CLASS M-8 CERTIFICATE
EXHIBIT A-13
FORM OF CLASS M-9 CERTIFICATE
EXHIBIT A-14
FORM OF CLASS M-10 CERTIFICATE
EXHIBIT B-1
FORM OF CLASS X-IO CERTIFICATE
EXHIBIT B-2
FORM OF CLASS P CERTIFICATE
EXHIBIT C
FORM OF CLASS R CERTIFICATE
EXHIBIT D
FORM OF CERTIFICATE RE: HOME EQUITY LOANS
PREPAID IN FULL AFTER THE CUT-OFF DATE
EXHIBIT E-1
FORM OF TRUSTEE’S ACKNOWLEDGEMENT
OF RECEIPT
EXHIBIT E-2
FORM OF CUSTODIAN’S ACKNOWLEDGEMENT
OF RECEIPT
EXHIBIT E-3
FORM OF DELAYED DELIVERY
CERTIFICATION
EXHIBIT F
FORM OF POOL CERTIFICATION
EXHIBIT G
FORM OF DELIVERY ORDER
EXHIBIT H
FORM OF CLASS R TAX MATTERS TRANSFER
CERTIFICATE
EXHIBIT I-1
FORM OF CERTIFICATE REGARDING TRANSFER
(ACCREDITED INVESTOR)
EXHIBIT I-2
FORM OF CERTIFICATE OF TRANSFER (RULE
144A)
EXHIBIT J
HOME EQUITY LOANS WITH DOCUMENT
EXCEPTIONS
EXHIBIT K
[RESERVED]
EXHIBIT L
[RESERVED]
EXHIBIT M
[RESERVED]
EXHIBIT N
FORM OF REQUEST FOR RELEASE OF
DOCUMENTS
EXHIBIT O
[RESERVED]
EXHIBIT P
[RESERVED]
EXHIBIT Q
[RESERVED]
EXHIBIT R
SWAP AGREEMENT
EXHIBIT S
[RESERVED]
EXHIBIT T-1
FORM OF PERFORMANCE CERTIFICATION
(TRUSTEE)
EXHIBIT T-2
FORM OF PERFORMANCE CERTIFICATION
(SUBSERVICER)
EXHIBIT U
FORM OF SERVICING CRITERIA TO BE
ADDRESSED IN ASSESSMENT OF COMPLIANCE STATEMENT
EXHIBIT V
LIST OF ITEM 1119 PARTIES
EXHIBIT W
FORM OF SARBANES-OXLEY
CERTIFICATION
POOLING AND SERVICING AGREEMENT, relating
to NATIONSTAR HOME EQUITY LOAN TRUST 2007-A, dated as of February
1, 2007 by and among NATIONSTAR FUNDING LLC, a Delaware limited
liability company, in its capacity as the depositor (the
“Depositor”), NATIONSTAR MORTGAGE LLC, a Delaware
limited liability company, (“Nationstar Mortgage”) in
its capacities as a seller (in such capacity, the
“Seller”) and as the servicer (in such capacity, the
“Servicer”), Auburn Funding, LLC, a Delaware limited
liability company, in its capacity as a Seller (the “Conduit
Seller”; and together with the Seller, the
“Sellers”) and THE BANK OF NEW YORK, a New York banking
corporation, in its capacity as the trustee (the
“Trustee”).
WHEREAS, the Seller wishes to establish a
trust and provide for the allocation and sale of the beneficial
interests therein and the maintenance and distribution of the trust
estate;
WHEREAS, the Seller and the Conduit
Seller wish to sell to the Depositor, the Depositor wishes to
purchase from the Seller and the Conduit Seller and to sell to the
Trustee on behalf of the Trust, and the Trustee wishes to purchase
on behalf of the Trust, the Home Equity Loans and all payments
thereon, including all Prepayment Charges;
WHEREAS, the Servicer has agreed to
service the Home Equity Loans, which constitute the principal
assets of the trust estate;
WHEREAS, all things necessary to make the
Certificates, when executed and authenticated by the Trustee, valid
instruments, and to make this Agreement a valid agreement, in
accordance with their and its terms, have been done; and
WHEREAS, The Bank of New York is willing
to serve in the capacity of Trustee hereunder.
NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein contained, the Depositor,
the Seller, the Conduit Seller, the Servicer, and the Trustee
hereby agree as follows:
CONVEYANCE
The Seller with respect to the Seller
Home Equity Loans and the Conduit Seller with respect to the
Conduit Home Equity Loans each hereby bargains, sells, conveys,
assigns and transfers to the Depositor, in trust, without recourse
and for the exclusive benefit of the Owners of the Certificates,
all of its right, title and interest in and to (a) all principal
collected and interest due on the Home Equity Loans on and after
the Cut-Off Date, and any and all other benefits accruing from the
Home Equity Loans which the Depositor is causing to be delivered to
the Custodian on behalf of the Trustee herewith, together with the
related Home Equity Loan documents and the Depositor’s
interest in any Property, and all payments thereon, including all
Prepayment Charges, and proceeds of the conversion, voluntary or
involuntary, of the foregoing, and (b) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of
any mortgage insurance, flood insurance, hazard insurance and title
insurance policy relating to the Home Equity Loans, cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, rights to payment of any and every
kind, and other forms of obligations and receivables which at any
time constitute all or part of or are included in the proceeds of
any of the foregoing) to pay the Certificates as specified herein
(the “Home Equity Loan Assets”).
The Depositor, concurrently with the
execution and delivery hereof, hereby bargains, sells, conveys,
assigns and transfers to the Trustee for the benefit of the Owners
of the Certificates, without recourse, all the right, title and
interest of the Depositor in and to the Trust Estate.
The Trustee acknowledges such sale,
accepts the trusts hereunder in accordance with the provisions
hereof and agrees to perform the duties herein in accordance with
the provisions of the Operative Documents.
ARTICLE
I
DEFINITIONS; RULES OF CONSTRUCTION
Section
1.01.
Definitions.
For all purposes of this Agreement, the
following terms shall have the meanings set forth below, unless the
context clearly indicates otherwise:
“Account”: Any account
established in accordance with Section 7.02 or 8.08
hereof.
“Additional Designated
Information”: As defined in Section 12.02.
“Adjustable Rate Home Equity
Loans”: With respect to the Home Equity Loans, the pool
of adjustable rate Home Equity Loans identified in Schedule I-B
hereto, including any Qualified Replacement Mortgages delivered in
replacement thereof. With respect to the Conduit Home Equity
Loans, the adjustable rate Home Equity Loans listed in the Conduit
Schedule of Home Equity Loans that are also identified in Schedule
I-B hereto, and with respect to the Seller Home Equity Loans, the
adjustable rate Home Equity Loans listed in the Seller Schedule of
Home Equity Loans that are also identified in Schedule I-B
hereto.
“Advance Facility”: As
defined in Section 8.29(a) hereof.
“Advancing Person”: As
defined in Section 8.29(a) hereof.
“Affiliate”: With respect to
any specified Person, any other Person controlling or controlled by
or under common control with such specified Person. For the
purposes of this definition, “control” when used with
respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise and the terms “controlling” and
“controlled” have meanings correlative to the
foregoing.
“Agreement”: This Pooling and
Servicing Agreement, as it may be amended from time to time,
including the Exhibits and Schedules hereto.
“Applied Realized Loss
Amounts”: As to any Distribution Date, an amount equal to the
excess, if any, of (i) the aggregate Certificate Principal Balance
of the Offered Certificates, after giving effect to all
distributions on such Distribution Date over (ii) the Pool Balance
as of the last day of the related Remittance Period.
“Appraised Value”: The
appraised value of any Property based upon the appraisal made at
the time of the origination or an updated appraisal made after the
terms of origination, but prior to the Cut-off Date, of the related
Home Equity Loan, or, in the case of a Home Equity Loan which is a
purchase money mortgage, the sales price of the Property, if such
sales price is less than such appraised value.
“Arrearage”: A Property
Protection Arrearage and/or a Delinquency Arrearage, as the context
requires.
“Authorized Officer”: With
respect to any Person, any officer of such Person who is authorized
to act for such Person in matters relating to this Agreement, and
whose action is binding upon such Person; with respect to the
Depositor, the Sellers and the Servicer, initially including those
individuals whose names appear on the lists of Authorized Officers
delivered at the Closing; with respect to the Trustee, any officer
assigned to the Corporate Trust Office (or any successor thereto),
including any Vice President, Assistant Vice President, Trust
Officer, Assistant Secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any
of the above designated officers and having direct responsibility
for the administration of this Agreement or any other officers of
the Trustee to whom a matter arising under this Agreement may be
referred.
“Basic Principal Amount”:
With respect to each Distribution Date shall be the sum of (without
duplication):
(a)
the principal portion of all scheduled
monthly payments on the Home Equity Loans actually received by the
Servicer during the related Remittance Period and any Prepayments
on the Home Equity Loans made on behalf of the obligors on Home
Equity Loans actually received by the Servicer during the related
Remittance Period in each case to the extent the amounts are
received by the Trustee on or prior to the Monthly Remittance
Date;
(b)
the outstanding principal balance of each
Home Equity Loan that was purchased or repurchased by the Seller or
purchased by the Servicer on or prior to the related Monthly
Remittance Date in each case to the extent the amounts are received
by the Trustee on or prior to the Monthly Remittance
Date;
(c)
any Substitution Amounts relating to
principal, delivered by the Seller on the related Monthly
Remittance Date in connection with a substitution of a Home Equity
Loan, in each case to the extent the amounts are received by the
Trustee on or prior to the Monthly Remittance Date;
(d)
all Net Liquidation Proceeds and
Recoveries actually collected by or on behalf of the Servicer with
respect to the Home Equity Loans during the related Remittance
Period (to the extent the Net Liquidation Proceeds and Recoveries
relate to principal) in each case to the extent the amounts are
received by the Trustee on or prior to the Monthly Remittance Date;
and
(e)
the principal portion of the proceeds
received by the Trustee upon termination of the Trust.
“Business Day”: Any day other
than a Saturday, Sunday or a day on which commercial banking
institutions in New York, New York, Dallas, Texas, the city in
which the Corporate Trust Office is located or, with respect to the
obligations of the Custodian hereunder, the State of Texas or any
other state where the principal office of the Custodian is located,
are authorized or obligated by law or executive order to be
closed.
“Certificate”: Any one of the
Offered Certificates, the Class X-IO Certificates, the Class P
Certificates or the Class R Certificates, each representing the
interests and the rights described in this Agreement.
“Certificate Account”: The
segregated certificate account established in accordance with
Section 7.02(a) hereof and maintained at the applicable Corporate
Trust Office entitled “The Bank of New York, as Trustee on
behalf of the Owners of the Nationstar Home Equity Loan Trust
2007-A, Nationstar Home Equity Loan Asset-Backed
Certificates.” The Certificate Account shall be an
Eligible Account.
“Certificate Principal
Balance”: As of the Startup Day as to each of the following
Classes of Offered Certificates and Class P Certificates, the
principal balances thereof, as follows:
|
|
|
|
|
Class AV-1 Certificates
|
-
|
$291,546,000
|
|
Class AV-2 Certificates
|
-
|
$68,400,000
|
|
Class AV-3 Certificates
|
-
|
$131,949,000
|
|
Class AV-4 Certificates
|
-
|
$119,730,000
|
|
Class M-1 Certificates
|
-
|
$24,750,000
|
|
Class M-2 Certificates
|
-
|
$21,000,000
|
|
Class M-3 Certificates
|
-
|
$13,125,000
|
|
Class M-4 Certificates
|
-
|
$11,625,000
|
|
Class M-5 Certificates
|
-
|
$11,250,000
|
|
Class M-6 Certificates
|
-
|
$10,125,000
|
|
Class M-7 Certificates
|
-
|
$5,625,000
|
|
Class M-8 Certificates
|
-
|
$6,000,000
|
|
Class M-9 Certificates
|
-
|
$7,500,000
|
|
Class M-10 Certificates
|
-
|
$10,125,000
|
|
Class P Certificates
|
-
|
$100
|
As of any time of determination after the
Startup Day, the Certificate Principal Balance of a Class of
Offered Certificates and the Class P Certificates shall be the
Certificate Principal Balance of such Class as of the Startup Day
less the aggregate of all amounts actually distributed to such
Class in reduction of such Class’s Certificate Principal
Balance pursuant to Section 7.03 hereof on all prior Distribution
Dates and, in the case of any Class of Subordinate Certificates,
reduced by any Applied Realized Loss Amounts and increased by any
Recoveries allocated to such Class on prior Distribution
Dates.
The Class X-IO Certificates and the Class
R Certificates do not have a Certificate Principal
Balance.
“Certificate Rate”: Any of
the Class AV-1 Certificate Rate, the Class AV-2 Certificate Rate,
the Class AV-3 Certificate Rate, the Class AV-4 Certificate Rate,
the Class M-1 Certificate Rate, the Class M-2 Certificate Rate, the
Class M-3 Certificate Rate, the Class M-4 Certificate Rate, the
Class M-5 Certificate Rate, the Class M-6 Certificate Rate, the
Class M-7 Certificate Rate, the Class M-8 Certificate Rate, the
Class M-9 Certificate Rate or the Class M-10 Certificate
Rate.
“Certification Parties”: As
defined in Section 12.05.
“Certifying Person”: As
defined in Section 12.05.
“Class”: Any class of the
Offered Certificates or the Class X-IO Certificates, the Class P
Certificates or the Class R Certificates.
“Class AV-1 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
AV-1 Certificate, substantially in the form annexed hereto as
Exhibit A-1 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class AV-1 Certificate
Rate”: With respect to any Distribution Date and the Class
AV-1 Certificates, the lesser of (A) the sum of (1) LIBOR
and (2) 0.060% per annum (or 0.120% per annum for each
Interest Period occurring after the Clean-Up Call Date) and
(B) the Net WAC Cap for the Distribution Date.
“Class AV-2 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
AV-2 Certificate, substantially in the form annexed hereto as
Exhibit A-2 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class AV-2 Certificate
Rate”: With respect to any Distribution Date and the Class
AV-2 Certificates, the lesser of (A) the sum of (1) LIBOR
and (2) 0.100% per annum (or 0.200% per annum for each
Interest Period occurring after the Clean-Up Call Date) and
(B) the Net WAC Cap for the Distribution Date.
“Class AV-3 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
AV-3 Certificate, substantially in the form annexed hereto as
Exhibit A-3 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class AV-3 Certificate
Rate”: With respect to any Distribution Date and the Class
AV-3 Certificates, the lesser of (A) the sum of (1) LIBOR
and (2) 0.150% per annum (or 0.300% per annum for each
Interest Period occurring after the Clean-Up Call Date) and
(B) the Net WAC Cap for the Distribution Date.
“Class AV-4 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
AV-4 Certificate, substantially in the form annexed hereto as
Exhibit A-4 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class AV-4 Certificate
Rate”: With respect to any Distribution Date and the Class
AV-4 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 0.230% per annum (or 0.460% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class Interest Carryover
Shortfall”: As to any Class of Offered Certificates and any
Distribution Date, an amount equal to the sum of (i) the excess of
the related Class Monthly Interest Amount for the preceding
Distribution Date and any outstanding Class Interest Carryover
Shortfall with respect to such Class on any preceding Distribution
Date, over the amount in respect of interest that is actually
distributed to the Owners of such Class on such preceding
Distribution Date plus (ii) one month’s interest on such
excess, to the extent permitted by law, at the Certificate Rate for
such Class.
“Class M-1 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-1 Certificate, substantially in the form annexed hereto as
Exhibit A-5 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-1 Certificate Rate”:
With respect to any Distribution Date and the Class
M-1 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 0.270% per annum (or 0.405% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-1 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount and (ii) the Certificate Principal Balance of
the Class M-1 Certificates immediately prior to the applicable
Distribution Date and (b) on or after the Stepdown Date,
(x) 100% of the Principal Distribution Amount if the
Certificate Principal Balance of Class of the Senior Certificates
has been reduced to zero and a Trigger Event exists, or (y) if
a Trigger Event is not in effect, the excess of (1) the sum of
(A) the aggregate Certificate Principal Balance of the Senior
Certificates (after giving effect to distributions of the Senior
Principal Distribution Amount for such Distribution Date) and
(B) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date over
(2) the lesser of (A) 69.70% of the Pool Balance as of
the last day of the related Remittance Period and (B) the Pool
Balance as of the last day of the related Remittance Period minus
the OC Floor.
“Class M-2 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-2 Certificate, substantially in the form annexed hereto as
Exhibit A-6 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-2 Certificate Rate”:
With respect to any Distribution Date and the Class
M-2 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 0.280% per annum (or 0.420% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-2 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount and Class M-1 Principal Distribution Amount and
(ii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to the applicable Distribution Date
and (b) on or after the Stepdown Date, (x) 100% of the
Principal Distribution Amount if the Certificate Principal Balance
of each of the Senior and Class M-1 Certificates has been reduced
to zero and a Trigger Event exists, or (y) if a Trigger Event
is not in effect, the excess of (1) the sum of (A) the
aggregate Certificate Principal Balance of the Senior Certificates
(after giving effect to distributions of the Senior Principal
Distribution Amount for such Distribution Date), (B) the
Certificate Principal Balance of the Class M-1 Certificates (after
giving effect to distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date) and (C) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date over (2) the
lesser of (A) 75.30% of the Pool Balance as of the last day of
the related Remittance Period and (B) the Pool Balance as of
the last day of the related Remittance Period minus the OC
Floor.
“Class M-3 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-3 Certificate, substantially in the form annexed hereto as
Exhibit A-7 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-3 Certificate Rate”:
With respect to any Distribution Date and the Class M-3
Certificates, the lesser of (A) the sum of (1) LIBOR and
(2) 0.300% per annum (or 0.450% per annum for each Interest
Period occurring after the Clean-Up Call Date) and (B) the Net
WAC Cap for the Distribution Date.
“Class M-3 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount, Class M-1 Principal Distribution Amount and
Class M-2 Principal Distribution Amount and (ii) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior
to the applicable Distribution Date and (b) on or after the
Stepdown Date, (x) 100% of the Principal Distribution Amount
if the Certificate Principal Balance of each of the Senior, Class
M-1 and Class M-2 Certificates has been reduced to zero and a
Trigger Event exists, or (y) if a Trigger Event is not in
effect, the excess of (1) the sum of (A) the aggregate
Certificate Principal Balance of the Senior Certificates (after
giving effect to distributions of the Senior Principal Distribution
Amount for such Distribution Date), (B) the Certificate
Principal Balance of the Class M-1 Certificates (after giving
effect to distribution of the Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the Certificate
Principal Balance of the Class M-2 Certificates (after giving
effect to distribution of the Class M-2 Principal Distribution
Amount for such Distribution Date) and (D) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior
to such Distribution Date over (2) the lesser of
(A) 78.80% of the Pool Balance as of the last day of the
related Remittance Period and (B) the Pool Balance as of the
last day of the related Remittance Period minus the OC
Floor.
“Class M-4 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-4 Certificate, substantially in the form annexed hereto as
Exhibit A-8 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-4 Certificate Rate”:
With respect to any Distribution Date and the Class
M-4 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 0.370% per annum (or 0.555% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-4 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class
M-2 Principal Distribution Amount and Class M-3 Principal
Distribution Amount and (ii) the Certificate Principal Balance of
the Class M-4 Certificates immediately prior to the applicable
Distribution Date and (b) on or after the Stepdown Date,
(x) 100% of the Principal Distribution Amount if the
Certificate Principal Balance of each of the Senior, Class M-1,
Class M-2 and Class M-3 Certificates has been reduced to zero and a
Trigger Event exists, or (y) if a Trigger Event is not in
effect, the excess of (1) the sum of (A) the aggregate
Certificate Principal Balance of the Senior Certificates (after
giving effect to distributions of the Senior Principal Distribution
Amount for such Distribution Date), (B) the Certificate
Principal Balance of the Class M-1 Certificates (after giving
effect to distribution of the Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the Certificate
Principal Balance of the Class M-2 Certificates (after giving
effect to distribution of the Class M-2 Principal Distribution
Amount for such Distribution Date), (D) the Certificate
Principal Balance of the Class M-3 Certificates (after giving
effect to distribution of the Class M-3 Principal Distribution
Amount for such Distribution Date) and (E) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior
to such Distribution Date over (2) the lesser of
(A) 81.90% of the Pool Balance as of the last day of the
related Remittance Period and (B) the Pool Balance as of the
last day of the related Remittance Period minus the OC
Floor.
“Class M-5 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-5 Certificate, substantially in the form annexed hereto as
Exhibit A-9 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-5 Certificate Rate”:
With respect to any Distribution Date and the Class
M-5 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 0.380% per annum (or 0.570% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-5 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal Distribution
Amount and Class M-4 Principal Distribution Amount and (ii) the
Certificate Principal Balance of the Class M-5 Certificates
immediately prior to the applicable Distribution Date and (b) on or
after the Stepdown Date, (x) 100% of the Principal
Distribution Amount if the Certificate Principal Balance of each of
the Senior, Class M-1, Class M-2, Class M-3 and Class M-4
Certificates has been reduced to zero and a Trigger Event exists,
or (y) if a Trigger Event is not in effect, the excess of
(1) the sum of (A) the aggregate Certificate Principal
Balance of the Senior Certificates (after giving effect to
distributions of the Senior Principal Distribution Amount for such
Distribution Date), (B) the Certificate Principal Balance of
the Class M-1 Certificates (after giving effect to distribution of
the Class M-1 Principal Distribution Amount for such Distribution
Date), (C) the Certificate Principal Balance of the Class M-2
Certificates (after giving effect to distribution of the Class M-2
Principal Distribution Amount for such Distribution Date),
(D) the Certificate Principal Balance of the Class M-3
Certificates (after giving effect to distribution of the Class M-3
Principal Distribution Amount for such Distribution Date),
(E) the Certificate Principal Balance of the Class M-4
Certificates (after giving effect to distribution of the Class M-4
Principal Distribution Amount for such Distribution Date) and
(F) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date over
(2) the lesser of (A) 84.90% of the Pool Balance as of the
last day of the related Remittance Period and (B) the Pool
Balance as of the last day of the related Remittance Period minus
the OC Floor.
“Class M-6 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-6 Certificate, substantially in the form annexed hereto as
Exhibit A-10 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-6 Certificate Rate”:
With respect to any Distribution Date and the Class
M-6 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 0.450% per annum (or 0.675% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-6 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal Distribution
Amount, Class M-4 Principal Distribution Amount and Class M-5
Principal Distribution Amount and (ii) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to the
applicable Distribution Date and (b) on or after the Stepdown Date,
(x) 100% of the Principal Distribution Amount if the
Certificate Principal Balance of each of the Senior, Class M-1,
Class M-2, Class M-3, Class M-4 and Class
M 5 Certificates has been reduced to zero and a Trigger
Event exists, or (y) if a Trigger Event is not in effect, the
excess of (1) the sum of (A) the aggregate Certificate
Principal Balance of the Senior Certificates (after giving effect
to distributions of the Senior Principal Distribution Amount for
such Distribution Date), (B) the Certificate Principal Balance
of the Class M-1 Certificates (after giving effect to
distribution of the Class M-1 Principal Distribution Amount for
such Distribution Date), (C) the Certificate Principal Balance
of the Class M-2 Certificates (after giving effect to
distribution of the Class M-2 Principal Distribution Amount for
such Distribution Date), (D) the Certificate Principal Balance
of the Class M-3 Certificates (after giving effect to
distribution of the Class M-3 Principal Distribution Amount for
such Distribution Date), (E) the Certificate Principal Balance
of the Class M-4 Certificates (after giving effect to
distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date), (F) the Certificate Principal Balance
at the Class M-5 Certificates (after giving effect to
distribution of the Class M-5 Principal Distribution Amount for
such Distribution Date), and (G) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to
such Distribution Date over (2) the lesser of (A) 87.60%
of the Pool Balance as of the last day of the related Remittance
Period and (B) the Pool Balance as of the last day of the
related Remittance Period minus the OC Floor.
“Class M-7 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-7 Certificate, substantially in the form annexed hereto as
Exhibit A-11 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-7 Certificate Rate”:
With respect to any Distribution Date and the Class
M-7 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 0.900% per annum (or 1.350% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-7 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal Distribution
Amount, Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount and Class M-6 Principal Distribution
Amount and (ii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to the applicable Distribution Date
and (b) on or after the Stepdown Date, (x) 100% of the
Principal Distribution Amount if the Certificate Principal Balance
of each of the Senior, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates has been reduced to zero and a
Trigger Event exists, or (y) if a Trigger Event is not in
effect, the excess of (1) the sum of (A) the aggregate
Certificate Principal Balance of the Senior Certificates (after
giving effect to distributions of the Senior Principal Distribution
Amount for such Distribution Date), (B) the Certificate
Principal Balance of the Class M-1 Certificates (after giving
effect to distribution of the Class M-1 Principal Distribution
Amount for such Distribution Date), (C) the Certificate
Principal Balance of the Class M-2 Certificates (after giving
effect to distribution of the Class M-2 Principal Distribution
Amount for such Distribution Date), (D) the Certificate
Principal Balance of the Class M-3 Certificates (after giving
effect to distribution of the Class M-3 Principal Distribution
Amount for such Distribution Date), (E) the Certificate
Principal Balance of the Class M-4 Certificates (after giving
effect to distribution of the Class M-4 Principal Distribution
Amount for such Distribution Date), (F) the Certificate
Principal Balance of the Class M-5 Certificates (after giving
effect to distribution of the Class M-5 Principal Distribution
Amount for such Distribution Date), (G) the Certificate
Principal Balance of the Class M-6 Certificates (after giving
effect to distribution of the Class M-6 Principal Distribution
Amount for such Distribution Date) and (H) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior
to such Distribution Date over (2) the lesser of
(A) 89.10% of the Pool Balance as of the last day of the
related Remittance Period and (B) the Pool Balance as of the
last day of the related Remittance Period minus the OC
Floor.
“Class M-8 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-8 Certificate, substantially in the form annexed hereto as
Exhibit A-12 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-8 Certificate Rate”:
With respect to any Distribution Date and the Class
M-8 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 1.250% per annum (or 1.875% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-8 Principal
Distribution Amount”: As to any Distribution Date (a) prior
to the Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal Distribution
Amount, Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount, Class M-6 Principal Distribution
Amount and Class M-7 Principal Distribution Amount and (ii) the
Certificate Principal Balance of the Class M-8 Certificates
immediately prior to the applicable Distribution Date and (b) on or
after the Stepdown Date, (x) 100% of the Principal Distribution
Amount if the Certificate Principal Balance each Class of Senior
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 has been reduced to
zero and a Trigger Event exists, or (y) if a Trigger Event is not
in effect, the excess of (1) the sum of (A) the aggregate
Certificate Principal Balance of the Senior Certificates (after
giving effect to the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (B) the
Certificate Principal Balance of the Class M-1 Certificates
(after giving effect to the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date),
(C) the Certificate Principal Balance of the Class M-2
Certificates (after giving effect to the distribution of the
Class M-2 Principal Distribution Amount on such Distribution
Date), (D) the Certificate Principal Balance of the
Class M-3 Certificates (after giving effect to the
distribution of the Class M-3 Principal Distribution Amount on
such Distribution Date), (E) the Certificate Principal Balance
of the Class M-4 Certificates (after giving effect to the
distribution of the Class M-4 Principal Distribution Amount on
such Distribution Date), (F) the Certificate Principal Balance
of the Class M-5 Certificates (after giving effect to the
distribution of the Class M-5 Principal Distribution Amount on
such Distribution Date), (G) the Certificate Principal Balance
of the Class M-6 Certificates (after giving effect to the
distribution of the Class M-6 Principal Distribution Amount on
such Distribution Date), (H) the Certificate Principal Balance
of the Class M-7 Certificates (after giving effect to the
distribution of the Class M-7 Principal Distribution Amount on
such Distribution Date) and (I) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to
such Distribution Date, over (2) the lesser of (A) 90.70%
of the Pool Balance as of the last day of the related Remittance
Period and (B) the Pool Balance as of the last day of the
related Remittance Period minus the OC Floor.
“Class M-9 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-9 Certificate, substantially in the form annexed hereto as
Exhibit A-13 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-9 Certificate Rate”:
With respect to any Distribution Date and the Class
M-9 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 2.000% per annum (or 3.000% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-9 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal Distribution
Amount, Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount, Class M-6 Principal Distribution
Amount, Class M-7 Principal Distribution Amount and Class M-8
Principal Distribution Amount and (ii) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to the
applicable Distribution Date and (b)on or after the Stepdown Date,
(x) 100% of the Principal Distribution Amount if the Certificate
Principal Balance each Class of Senior Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5
Certificates, the Class M-6 Certificates, the Class M-7
Certificates and the Class M-8 Certificates has been reduced to
zero and a Trigger Event exists, or (y) if a Trigger Event is not
in effect, the excess of (1) the sum of (A) the aggregate
Certificate Principal Balance of the Senior Certificates (after
giving effect to the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (B) the
Certificate Principal Balance of the Class M-1 Certificates
(after giving effect to the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date),
(C) the Certificate Principal Balance of the Class M-2
Certificates (after giving effect to the distribution of the
Class M-2 Principal Distribution Amount on such Distribution
Date), (D) the Certificate Principal Balance of the
Class M-3 Certificates (after giving effect to the
distribution of the Class M-3 Principal Distribution Amount on
such Distribution Date), (E) the Certificate Principal Balance
of the Class M-4 Certificates (after giving effect to the
distribution of the Class M-4 Principal Distribution Amount on
such Distribution Date), (F) the Certificate Principal Balance
of the Class M-5 Certificates (after giving effect to the
distribution of the Class M-5 Principal Distribution Amount on
such Distribution Date), (G) the Certificate Principal Balance
of the Class M-6 Certificates (after giving effect to the
distribution of the Class M-6 Principal Distribution Amount on
such Distribution Date), (H) the Certificate Principal Balance
of the Class M-7 Certificates (after giving effect to the
distribution of the Class M-7 Principal Distribution Amount on
such Distribution Date), (I) the Certificate Principal Balance
of the Class M-8 Certificates (after giving effect to the
distribution of the Class M-8 Principal Distribution Amount on
such Distribution Date) and (J) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such
Distribution Date, over (2) the lesser of (A) 92.70% of
the Pool Balance as of the last day of the related Remittance
Period and (B) the Pool Balance as of the last day of the
related Remittance Period minus the OC Floor.
“Class M-10 Certificate”: Any
one of the Certificates designated on the face thereof as a Class
M-10 Certificate, substantially in the form annexed hereto as
Exhibit A-14 authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and
each evidencing ownership of an interest designated as a
“regular interest” in the Master REMIC created
hereunder for purposes of the REMIC Provisions.
“Class M-10 Certificate
Rate”: With respect to any Distribution Date and the Class
M-10 Certificates, the lesser of (A) the sum of
(1) LIBOR and (2) 2.500% per annum (or 3.750% per annum
for each Interest Period occurring after the Clean-Up Call Date)
and (B) the Net WAC Cap for the Distribution Date.
“Class M-10 Principal Distribution
Amount”: As to any Distribution Date (a) prior to the
Stepdown Date, the lesser of (i) the remaining Principal
Distribution Amount after the distribution of the Senior Principal
Distribution Amount, Class M-1 Principal Distribution Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal Distribution
Amount, Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount, Class M-6 Principal Distribution
Amount, Class M-7 Principal Distribution Amount, Class M-8
Principal Distribution Amount and Class M-9 Principal Distribution
Amount and (ii) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to the applicable Distribution Date
and (b) on or after the Stepdown Date, (x) 100% of the Principal
Distribution Amount if the Certificate Principal Balance each Class
of Senior 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, the Class M-8
Certificates and the Class M-9 Certificates has been reduced to
zero and a Trigger Event exists, or (y) if a Trigger Event is not
in effect, the excess of (1) the sum of (A) the aggregate
Certificate Principal Balance of the Senior Certificates (after
giving effect to the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (B) the
Certificate Principal Balance of the Class M-1 Certificates
(after giving effect to the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date),
(C) the Certificate Principal Balance of the Class M-2
Certificates (after giving effect to the distribution of the
Class M-2 Principal Distribution Amount on such Distribution
Date), (D) the Certificate Principal Balance of the
Class M-3 Certificates (after giving effect to the
distribution of the Class M-3 Principal Distribution Amount on
such Distribution Date), (E) the Certificate Principal Balance
of the Class M-4 Certificates (after giving effect to the
distribution of the Class M-4 Principal Distribution Amount on
such Distribution Date), (F) the Certificate Principal Balance
of the Class M-5 Certificates (after giving effect to the
distribution of the Class M-5 Principal Distribution Amount on
such Distribution Date), (G) the Certificate Principal Balance
of the Class M-6 Certificates (after giving effect to the
distribution of the Class M-6 Principal Distribution Amount on
such Distribution Date), (H) the Certificate Principal Balance
of the Class M-7 Certificates (after giving effect to the
distribution of the Class M-7 Principal Distribution Amount on
such Distribution Date), (I) the Certificate Principal Balance
of the Class M-8 Certificates (after giving effect to the
distribution of the Class M-8 Principal Distribution Amount on
such Distribution Date), (J) the Certificate Principal Balance of
the Class M-9 Certificates (after giving effect to the
distribution of the Class M-9 Principal Distribution Amount on
such Distribution Date), and (K) the Certificate Principal
Balance of the Class M-10 Certificates immediately prior to such
Distribution Date, over (2) the lesser of (A) 95.40% of
the Pool Balance as of the last day of the related Remittance
Period and (B) the Pool Balance as of the last day of the
related Remittance Period minus the OC Floor.
“Class Monthly Interest
Amount”: With respect to each Class of Offered Certificates
means, with respect to any Distribution Date, the aggregate amount
of interest accrued during the related Interest Period at the
related Certificate Rate on the Certificate Principal Balance of
the Class of Offered Certificates.
“Class P Certificate”: Any
one of the Certificates designated on the face thereof as a Class P
Certificate, substantially in the form annexed hereto as Exhibit
B-2 authenticated and delivered by the Trustee, representing the
right to distributions as set forth herein and each evidencing a
percentage ownership of the Prepayment Charges.
“Class Principal Carryover
Shortfall”: As to any Class of Subordinate Certificates and
any Distribution Date, the excess, if any, of (i) the sum of
(x) the amount of the reduction in the Certificate Principal
Balance of that Class of Subordinate Certificates on such
Distribution Date as a result of the application of Applied
Realized Loss Amounts for such Distribution Date and (y) the
amount of such reductions on prior Distribution Dates over
(ii) the sum of (x) the amount distributed in respect of the
Class Principal Carryover Shortfall to such Class of Subordinate
Certificates on prior Distribution Dates and (y) the amount of any
increases in the Certificate Principal Balance of that Class of
Subordinate Certificates on such Distribution Date and any prior
Distribution Dates as a result of the application of Recoveries to
such Class as provided in Section 7.11(b) hereof.
“Class Principal Distribution
Amount”: The Senior Principal Distribution Amount, the Class
M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount,
the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount, the Class M-6 Principal Distribution
Amount, the Class M-7 Principal Distribution Amount, the Class M-8
Principal Distribution Amount, the Class M-9 Principal Distribution
Amount or the Class M-10 Principal Distribution Amount, as the case
may be.
“Class R Certificate”: Any
one of the Certificates designated on the face thereof as a Class R
Certificate, substantially in the form annexed hereto as Exhibit C,
authenticated and delivered by the Trustee, representing the right
to distributions as set forth herein. For the purposes of the
REMIC Provisions, the Class R Certificate shall evidence
(i) an interest designated as the R-1 Interest, which is the
“residual interest” in REMIC I, the R-2 Interest, which
is the “residual interest” in REMIC II and (ii) an
interest designated as the R-3 Interest, which is the
“residual interest” in the Master REMIC. The
Owner of the Class R Certificate shall be entitled to separate such
Certificate into its component R-1 Interest, R-2 Interest and
R-3 Interest parts, as further described in the Class R
Certificate attached hereto as Exhibit C.
“Class X-IO Certificate”: Any
one of the Certificates designated on the face thereof as a Class
X-IO Certificate, substantially in the form annexed hereto as
Exhibit B-1, authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein, and
evidencing ownership of an interest designated as a “regular
interest” in the Master REMIC created hereunder for the
purposes of the REMIC Provisions.
“Class X-IO Distribution
Amount”: With respect to any Distribution Date, the lesser of
(i) the aggregate funds, if any, remaining after the making of
all applications, transfers and disbursements described in Sections
7.03(b) clause 1. through clause 21. hereof and (ii) the amount
described in footnote (16) of Section 2.08(g) for the current and
for all prior Distribution Dates less amounts treated as
distributed to the Class X-IO Certificates on prior Distribution
Dates pursuant to Sections 7.03(b) clauses 17., 20. and
22.
“Class X-IO Shortfall
Amount”: As defined in Section 7.12(e).
“Clean-Up Call Date”: The
first Distribution Date following the last day of the Remittance
Period on which the Pool Balance has declined to 10% or less of the
Pool Balance as of the Cut-Off Date.
“Closing”: As defined in
Section 4.02 hereof.
“Code”: The Internal Revenue
Code of 1986, as amended.
“Commission”: The Securities
and Exchange Commission.
“Compensating Interest”: As
defined in Section 8.10(a) hereof.
“Conduit Home Equity Loans”:
The home equity loans listed on the Conduit Schedule of Home Equity
Loans.
“Conduit Schedule of Home Equity
Loans”: The Schedule of Home Equity Loans attached as
Schedule I-F hereto.
“Conduit Seller”: Auburn
Funding, LLC, a Delaware limited liability company.
“Conduit Servicer”:
Nationstar Mortgage in its capacity as servicer with respect to the
Conduit Warehousing Facility.
“Conduit Warehousing
Facility”: The Mortgage Loan Purchase and Servicing Agreement
dated January 5, 2007, among Auburn Funding, LLC and Nationstar
Mortgage, as amended.
“Corporate Trust Office”:
For all purposes other than certificate transfers and
final payments, the principal office of the Trustee at 101 Barclay
Street Floor 4W, New York, New York 10286, Attention: Structured
Finance Services, Nationstar Home Equity Loan Trust 2007-A.
For purposes of certificate transfers and final payment, at
2001 Bryan Street, 9 th Floor, Dallas, Texas 95201,
Attention: Structured Finance Services, Nationstar Home
Equity Loan Trust 2007-A (as of the Startup Day), or at such other
address as the Trustee may designate by notice to the Depositor,
the Seller, the Servicer and the Owners, or the principal office of
any successor Trustee hereunder.
“Coupon Rate”: The rate of
interest borne by each Note from time to time.
“Cram Down Loss”: With
respect to a Home Equity Loan, if a court of appropriate
jurisdiction in an insolvency proceeding shall have issued an order
reducing the Loan Balance of such Home Equity Loan, the amount of
such reduction. A “Cram Down Loss” shall be
deemed to have occurred on the date of issuance of such
order.
“Cumulative Loss Trigger
Event”: With respect to any Distribution Date and the Home
Equity Loans, shall have occurred if the fraction, expressed as a
percentage, obtained by dividing (x) the aggregate amount of
cumulative Realized Losses incurred on the Home Equity Loans from
the Cut-Off Date through the last day of the related Remittance
Period (less the aggregate amount of Recoveries during such period)
by (y) the aggregate Loan Balance of the Home Equity Loans as of
the Cut-Off Date, exceeds the applicable percentage described below
with respect to such Distribution Date:
|
|
|
|
Distribution Date
|
Loss Percentage
|
|
March 2009 to February
2010
|
1.35% for the first month, plus an
additional 1/12 th of 1.65% for each month
thereafter.
|
|
March 2010 to February
2011
|
3.00% for the first month, plus an
additional 1/12 th of 1.80% for each month
thereafter.
|
|
March 2011 to February
2012
|
4.80% for the first month, plus an
additional 1/12 th of 1.50% for each month
thereafter.
|
|
March 2012 to February
2013
|
6.30% for the first month, plus an
additional 1/12 th of 1.05% for each month
thereafter.
|
|
March 2013 and thereafter
|
7.35%
|
“Custodial Agreement”: The
Custodial Agreement dated as of February 1, 2007 among the
Custodian, the Servicer and the Trustee.
“Custodian”: The Bank of New
York Trust Company, National Association, as Custodian on behalf of
the Trustee pursuant to the Custodial Agreement and any successor
Custodian.
“Cut-Off Date”: The later of
(i) the opening of business on February 1, 2007 and (ii) the date
of origination with respect to a Home Equity Loan, but in no event
later than the Startup Day.
“Delayed Delivery Home Equity
Loans”: The Home Equity Loans for which all or a portion of a
related File is not delivered to the Trustee or the Custodian on
behalf of the Trustee on the Startup Day. The number of
Delayed Delivery Home Equity Loans shall not exceed 10% of the
aggregate Loan Balance of the Home Equity Loans as of the Cut-Off
Date. To the extent that Nationstar Mortgage shall be in
possession of any Files with respect to any Delayed Delivery Home
Equity Loan, until delivery of such File to the Trustee or the
Custodian on behalf of the Trustee, as provided in Section 3.05,
Nationstar Mortgage shall hold such files as Servicer hereunder, as
agent and in trust for the Trustee.
“Delinquency Advance”: As
defined in Section 8.09(a) hereof.
“Delinquency Arrearage”: With
respect to any Home Equity Loan, advances made prior to the Cut-off
Date by Nationstar Mortgage, as servicer, in respect of delinquent
payments of interest, which remain unreimbursed as of the Cut-off
Date.
“Delinquency Event”: A
Delinquency Event shall have occurred and be continuing if, at any
time, the 60+ Delinquency Percentage (Rolling Three Month) exceeds
42.68% of the Senior Enhancement Percentage from the prior
period.
“Delinquent”: A Home Equity
Loan is “Delinquent” if any payment due thereon is not
made by the Mortgagor by the close of business on the related Due
Date; provided, however, if a Home Equity Loan has an Arrearage,
such Home Equity Loan shall not be “Delinquent”
due to such Arrearage. A Home Equity Loan is “30 days
Delinquent” if such payment has not been received by the
close of business on the corresponding day of the month immediately
succeeding the month in which such payment was due, or, if there is
no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31 st day
of such month) then on the last day of such immediately succeeding
month. Similarly for “60 days Delinquent,”
“90 days Delinquent” and so on.
“Delivery Order”: The
delivery order in the form set forth as Exhibit G hereto and
delivered by the Depositor to the Trustee on the Startup Day
pursuant to Section 4.01 hereof.
“Depositor”: Nationstar
Funding LLC, a Delaware limited liability company, or any successor
thereto.
“Depository”: The Depository
Trust Company, 7 Hanover Square, New York, New York, 10004, and any
successor Depository.
“Designated Depository
Institution”: With respect to the Principal and Interest
Account, a trust account maintained by the trust department of a
federal or state chartered depository institution, acting in its
fiduciary capacity, having combined capital and surplus of at least
$100,000,000; provided, however, that if the Principal and Interest
Account is not maintained with the Trustee, (i) such institution
shall have a long-term debt rating of at least “A” by
Standard & Poor’s, “A2” by Moody’s and,
if rated by Fitch, “A” by Fitch and (ii) the Servicer
shall provide the Trustee with a statement, which the Trustee will
send to the Owners, identifying the location and account
information of the Principal and Interest Account upon a change in
the location of such account.
“Direct Participant” or
“DTC Participant”: Any broker-dealer, bank or other
financial institution for which the Depository holds Offered
Certificates from time to time as a securities
depository.
“Disqualified Organization”:
The meaning set forth from time to time in the definition thereof
at Section 860E(e)(5) of the Code (or any successor statute
thereto).
“Distribution Date”: Any date
on which the Trustee is required to make distributions to the
Owners, which shall be the 25 th day of each month or if
such day is not a Business Day, the next Business Day thereafter,
commencing in the month following the Startup Day.
“Downgrade Provisions”:
Provisions of the Swap Agreement which are triggered if the
short-term or long-term credit ratings of the Swap Provider fall
below certain levels specified in the Swap Agreement.
“Due Date”: With respect to
any Home Equity Loan, the date on which the Monthly Payment with
respect to such Home Equity Loan is required to be paid pursuant to
the related Note exclusive of any days of grace.
“EDGAR”: The
Commission’s Electronic Data Gathering, Analysis and
Retrieval system.
“Eligible Account”: Either
(A) a segregated account or accounts maintained with an institution
whose deposits are insured by the FDIC, the unsecured and
uncollateralized debt obligations of which institution shall be
rated “AA” or higher by Standard & Poor’s
and, in the case of any institution other than The Bank of New
York, “Aa2” or higher by Moody’s and, if rated by
Fitch, “AA” or higher by Fitch, (in the case of its
long-term obligations), and in the highest short term rating
category by each of Standard & Poor’s, Moody’s and,
if rated by Fitch, Fitch (in the case of its short-term
obligations), and which is (i) a federal savings and loan
association duly organized, validly existing and in good standing
under the federal banking laws, (ii) an institution duly organized,
validly existing and in good standing under the applicable banking
laws of any state, (iii) a national banking association duly
organized, validly existing and in good standing under the federal
banking laws, (iv) a principal subsidiary of a bank holding
company, or (v) approved in writing by each of the Rating Agencies
or (B) a segregated trust account or accounts maintained with the
Corporate Trust Office of the Trustee, or the trust department of a
federal or state chartered depository institution acceptable to
each Rating Agency, having capital and surplus of not less than
$100,000,000, acting in its fiduciary capacity.
“Eligible Investments”: Those
investments so designated pursuant to Section 7.07
hereof.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended.
“ERISA-Qualifying
Underwriting”: A best efforts or firm commitment
underwriting or private placement that meets the requirements of an
Underwriter’s Exemption.
“ERISA-Restricted
Certificate”: Any Class M-10, Class X-IO, Class P and
Class R Certificate and any Certificate with a rating below the
lowest applicable rating permitted under an Underwriter’s
Exemption.
“ERISA-Restricted Swap
Certificate”: Any Offered Certificate.
“Events of Default”:
Under the Swap Agreement (each a “Swap Default”),
among others, the following standard events of default under the
ISDA Master Agreement, as described in Sections 5(a)(i), 5(a)(vii)
and 5(a)(viii) of the ISDA Master Agreement:
·
Failure to Pay or Deliver,
·
“Bankruptcy” (as amended in
the Swap Agreement) and
·
“Merger without Assumption”
(but only with respect to the Swap Provider).
“Excess Interest”: As to any
Distribution Date, the amounts remaining after the application of
payments pursuant to clauses 1 through 14 of Section
7.03(b).
“Excess Overcollateralization
Amount”: As to any Distribution Date, the lesser of (i) the
Basic Principal Amount for that Distribution Date and (ii) the
excess, if any, of (x) the Overcollateralization Amount (assuming
100% of the Basic Principal Amount is distributed on the Offered
Certificates) over (y) the Required Overcollateralization
Amount.
“Exchange Act”: The
Securities Exchange Act of 1934, as amended.
“Exchange Act Reports”: Any
reports on Form 10-D, Form 8-K and Form 10-K required to be filed
by the Depositor with respect to the Trust Estate under the
Exchange Act.
“FAS 140”: The Statement of
Financial Accounting Standards No. 140 issued by the Financial
Accounting Standards Board, dated September 2000.
“FDIC”: The Federal Deposit
Insurance Corporation, a corporate instrumentality of the United
States, or any successor thereto.
“FHLMC”: The Federal Home
Loan Mortgage Corporation, a corporate instrumentality of the
United States created pursuant to the Emergency Home Finance Act of
1970, as amended, or any successor thereof.
“File”: The documents
delivered to the Custodian on behalf of the Trustee pursuant to
Section 3.05(b) hereof pertaining to a particular Home Equity
Loan and any additional documents required to be added to the File
pursuant to this Agreement.
“Final Certification”: As
defined in Section 3.06(c) hereof.
“Final Recovery
Determination”: With respect to any defaulted Home Equity
Loan or REO Property (other than a Home Equity Loan purchased by
the Seller, the Depositor or the Servicer), a determination made by
the Servicer that all recoveries which the Servicer, in its
reasonable business judgment, expects to be finally recoverable in
respect thereof have been so recovered or that the Servicer
believes in its reasonable business judgment the cost of obtaining
any additional recoveries therefrom would exceed the amount of such
recoveries. The Servicer shall maintain records of each Final
Recovery Determination.
“Final Scheduled Distribution
Date”: As set out in Section 2.08(g) hereof with respect to
each Certificate.
“First Mortgage Loan”: A Home
Equity Loan which constitutes a first priority mortgage lien with
respect to any Property.
“Fitch”: Fitch Ratings or any
successor thereto.
“Fixed Rate Home Equity
Loan”: With respect to the Home Equity Loans, the pool
of fixed rate Home Equity Loans identified in Schedule I-A hereto,
including any Qualified Replacement Mortgages delivered in
replacement thereof. With respect to the Conduit Home Equity
Loans, the fixed rate Home Equity Loans listed in the Conduit
Schedule of Home Equity Loans that are also identified in Schedule
I-A hereto, and with respect to the Seller Home Equity Loans, the
fixed rate Home Equity Loans listed in the Seller Schedule of Home
Equity Loans that are also identified in Schedule I-A
hereto.
“Fixed Swap Payment”:
With respect to any Distribution Date, an amount equal to the
product of (i) 5.27%, (ii) the lesser of (a) the related
Scheduled Notional Amount (as set forth on Schedule I-H hereto),
and (b) (x) the aggregate Certificate Principal Balance of the
Offered Certificates as of such Distribution Date prior to giving
effect to any payments on such Distribution Date divided by (y)
100, (iii) a fraction, the numerator of which is 30 and the
denominator of which is 360 and (iv) the related Payment Factor (as
set forth on Schedule I-H hereto).
“Floating Swap Payment”:
With respect to any Distribution Date, a floating amount
equal to the product of (i) LIBOR (as determined pursuant to the
Swap Agreement for such Distribution Date), (ii) the lesser
of (a) the related Scheduled Notional Amount (as set forth on
Schedule I-H hereto), and (b) (x) the aggregate Certificate
Principal Balance of the Offered Certificates as of such
Distribution Date prior to giving effect to any payments on such
Distribution Date divided by (y) 100, (iii) a fraction, the
numerator of which is the actual number of days elapsed from and
including the previous Distribution Date to but excluding the
current Distribution Date (or, for the first Distribution Date, the
actual number of days elapsed from and including the Startup Day to
but excluding the first Distribution Date), and the denominator of
which is 360 and (iv) the related Payment Factor (as set forth on
Schedule I-H hereto).
“FNMA”: The Federal National
Mortgage Association, a federally-chartered and privately-owned
corporation existing under the Federal National Mortgage
Association Charter Act, as amended, or any successor
thereof.
“FNMA Guide”: FNMA’s
Servicing Guide, as the same may be amended by FNMA from time to
time.
“Form 10-D Disclosure Item”:
With respect to any Person, any material litigation or
governmental proceedings pending against such Person, or against
any of the Trust Estate, the Depositor, the Trustee, the Servicer
or any Subservicer that would have a materially adverse effect on
the Certificateholders, if such Person has actual knowledge
thereof.
“Form 10-K Disclosure Item”:
With respect to any Person, (a) any Form 10-D Disclosure
Item and (b) any affiliations, or relationships entered into
outside the ordinary course of business, between such Person and
any Item 1119 Party.
“Highest Lawful Rate”: As
defined in Section 11.13 hereof.
“Home Equity Loan Assets”:
The meaning set forth under the heading “CONVEYANCE”
herein.
“Home Equity Loans”: The
Conduit Home Equity Loans and/or the Seller Home Equity Loans, as
applicable, together with any Qualified Replacement Mortgages
substituted herefore in accordance with this Agreement, as from
time to time are held as a part of the Trust Estate. Where
applicable, the term “Home Equity Loan” includes (i)
the terms “First Mortgage Loan” and “Second
Mortgage Loan”, and (ii) any Home Equity Loan which is
Delinquent, relates to a foreclosure or relates to a Property which
is REO Property prior to such REO Property’s disposition by
the Trust. Any home equity loan which, although intended by
the parties hereto to have been, and which purportedly was,
transferred and assigned to the Trust by the Depositor, in fact was
not transferred and assigned to the Trust for any reason
whatsoever, including, without limitation, the incorrectness of the
statement set forth in Section 3.04(b)(x) hereof with respect to
such home equity loan, shall nevertheless be considered a
“Home Equity Loan” for all purposes of this
Agreement.
“Indirect Participant”: Any
financial institution for whom any Direct Participant holds an
interest in an Offered Certificate.
“Initial Purchaser” Citigroup
Global Markets Inc., Greenwich Capital Markets, Inc., Banc of
America Securities LLC and Credit Suisse Securities (USA)
LLC.
“Insurance Policy”: Any
hazard, flood, title or primary mortgage insurance policy relating
to a Home Equity Loan plus any amount remitted under Section 8.11
hereof.
“Interest Period”: With
respect to each Distribution Date and the Offered Certificates, the
period from and including the preceding Distribution Date (or the
Startup Day in the case of the first Distribution Date) to and
including the day preceding the related Distribution Date with
interest accruing on the basis of the actual number of days elapsed
in the related Interest Period and a year of 360 days.
“Item 1119 Party”: The
Depositor, the Sellers, the Servicer, the Trustee, any Subservicer,
any originator identified in the Prospectus Supplement and any
other material transaction party, as identified in Exhibit V
hereto, as updated pursuant to Section 12.04.
“Latest Possible Maturity
Date”: The date determined as of the Cut-Off Date that is the
first Distribution Date following the third anniversary of the
scheduled maturity of the Home Equity Loan with the latest
scheduled maturity.
“LIBOR”: With respect to any
Interest Period for the Offered Certificates, the rate determined
by the Trustee on the related LIBOR Determination Date on the basis
of the offered rate for one-month U.S. dollar deposits as such rate
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on
such date; provided that if such rate does not appear on Telerate
Page 3750, the rate for such date will be determined on the basis
of the rates at which one-month U.S. dollar deposits are offered by
the Reference Banks at approximately 11:00 a.m. (London time) on
such date to prime banks in the London interbank market. In
such event, the Trustee will request the principal London office of
each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for
that date will be the arithmetic mean of the quotations (rounded
upwards if necessary to the nearest whole multiple of 1/16%).
If fewer than two quotations are provided as requested, the
rate for that date will be the arithmetic mean of the rates quoted
by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m. (New York City time) on such date for
one-month U.S. dollar loans to leading European banks.
“LIBOR Determination Date”:
With respect to any Interest Period for the Offered Certificates,
the second London Business Day preceding the commencement of such
Interest Period.
“Limited Exchange Act Reporting
Obligations”: The obligations of the Servicer with respect to
notice and information to be provided to the Depositor under
Article XII (except Section 12.07(a)(i) and (ii)).
“Liquidated Loan”: A Home
Equity Loan as to which a Final Recovery Determination has been
made.
“Liquidation Proceeds”: With
respect to any Liquidated Loan, all amounts (including the proceeds
of any Insurance Policy) recovered by the Servicer in connection
with such Liquidated Loan, whether through trustee’s sale,
foreclosure sale or otherwise.
“Loan Balance”: With respect
to each Home Equity Loan and as of any date of determination, the
actual outstanding principal balance thereof on the Cut-Off Date or
relevant Replacement Cut-Off Date with respect to a Qualified
Replacement Mortgage less any principal payments relating to such
Home Equity Loan included in previous Monthly Remittance Amounts,
provided, however, that the Loan Balance for any Home Equity Loan
that has become a Liquidated Loan shall be zero as of the first day
of the Remittance Period following the Remittance Period in which
such Home Equity Loan becomes a Liquidated Loan, and at all times
thereafter.
“Loan Purchase Price”: With
respect to any Home Equity Loan purchased from the Trust on or
prior to a Monthly Remittance Date pursuant to Section 3.04,
3.06(b) or 8.10(b) hereof, an amount equal to the outstanding
principal balance of such Home Equity Loan as of the date of
purchase (assuming that the Monthly Remittance Amount remitted by
the Servicer on such Monthly Remittance Date has already been
remitted), plus all accrued and unpaid interest on such Home Equity
Loan at the Coupon Rate to but not including the date of such
purchase together with (without duplication) the aggregate amounts
of (i) all unreimbursed Delinquency Advances and Servicing Advances
theretofore made with respect to such Home Equity Loan,
(ii) all Delinquency Advances which the Servicer has
theretofore failed to remit with respect to such Home Equity Loan,
(iii) all reimbursed Delinquency Advances and Servicing Advances to
the extent that reimbursement is not made from the Mortgagor and
(iv) any costs and damages incurred by the Trust in connection with
any violation by the Home Equity Loan of any predatory or abusive
lending law.
“Loan-to-Value Ratio”: As of
any particular date (i) with respect to any First Mortgage Loan,
the percentage obtained by dividing the Appraised Value into the
original principal balance of the Note relating to such First
Mortgage Loan and (ii) with respect to any Second Mortgage Loan,
the percentage obtained by dividing the Appraised Value as of the
date of origination of such Second Mortgage Loan into an amount
equal to the sum of (a) the remaining principal balance of the
Senior Lien relating to such Second Mortgage Loan as of the date of
origination of the related Second Mortgage Loan and (b) the
original principal balance of the Note relating to such Second
Mortgage Loan.
“London Business Day”: Any
day on which dealings in deposits of United States dollars are
transacted in the London interbank market.
“Manufactured Home”: A unit
of manufactured housing, including all accessions thereto, securing
the indebtedness of the Mortgagor under the related Home Equity
Loan treated as real estate under applicable state law.
“Master REMIC”: The
segregated group of assets consisting of the REMIC II Regular
Interests (as defined in Section 2.08 hereof) and constituting a
REMIC created hereunder.
“Maximum Rate”: With respect
to any Home Equity Loan, means the maximum rate at which interest
may accrue on such Home Equity Loan.
“Monthly Payment”: With
respect to any Home Equity Loan and any Remittance Period, the
payment of principal, if any, and interest due on the Due Date in
such Remittance Period pursuant to the related Note.
“Monthly Remittance Amount”:
As of any Monthly Remittance Date, (A) the sum, without
duplication, of (i) all interest received (including any related
Delinquency Advances) during the related Remittance Period with
respect to the Home Equity Loans (net of the Servicing Fee), (ii)
all Compensating Interest paid by the Servicer on such Monthly
Remittance Date, (iii) the portion of the Loan Purchase Price
amounts, and Substitution Amounts relating to interest on the Home
Equity Loans paid by Nationstar Mortgage or the Servicer on or
prior to such Monthly Remittance Date, (iv) the interest
portion of all Net Liquidation Proceeds actually collected by the
Servicer with respect to the Home Equity Loans during the related
Remittance Period, (v) the principal actually collected by the
Servicer with respect to Home Equity Loans during the related
Remittance Period, (vi) the outstanding principal balance of each
Home Equity Loan that was purchased from the Trustee on or prior to
such Monthly Remittance Date, to the extent such outstanding
principal balance was actually deposited in the Principal and
Interest Account on or prior to such Monthly Remittance Date, (vii)
any Substitution Amounts relating to principal delivered by
Nationstar Mortgage in connection with a substitution of a Home
Equity Loan, to the extent such Substitution Amounts were actually
deposited in the Principal and Interest Account on or prior to such
Monthly Remittance Date, (viii) the principal portion of all Net
Liquidation Proceeds and Recoveries actually collected by the
Servicer with respect to Home Equity Loans during the related
Remittance Period, (ix) the amount of investment losses required to
be deposited pursuant to Section 8.08(b), (x) any amounts required
to be deposited by the Servicer pursuant to Section 8.02(b) and
(xi) the Prepayment Charges actually collected by the Servicer with
respect to Home Equity Loans during the related Remittance Period;
minus (B) any amounts netted from the foregoing or withdrawn from
the Principal and Interest Account by the Servicer as permitted by
this Agreement.
“Monthly Remittance Date”:
The 18 th day of each month, or if the 18 th
day is not a Business Day, the preceding Business Day.
“Moody’s”:
Moody’s Investors Service, Inc. or any successor
thereto.
“Mortgage”: The mortgage,
deed of trust or other instrument creating a first or second lien
on an estate in fee simple interest in real property securing a
Note.
“Mortgagor”: Each obligor on
a Note.
“Nationstar Mortgage”:
Nationstar Mortgage LLC, a Delaware limited liability
company.
“Net Coupon Rate”: With
respect to any Home Equity Loan, means a rate per annum equal to
the Coupon Rate of such Home Equity Loan minus the sum of (i) the
rate at which the Servicing Fee accrues and (ii) the rate at which
the Trustee Fee accrues (each expressed as a per annum percentage
of the aggregate Loan Balance of the Home Equity Loans).
“Net Liquidation Proceeds”:
As to any Liquidated Loan, Liquidation Proceeds net of expenses
incurred by the Servicer (including unreimbursed Servicing
Advances) in connection with the liquidation of such Home Equity
Loan, unreimbursed Delinquency Advances relating to such Home
Equity Loan and Arrearages relating to such Home Equity Loan, if
any. In no event shall Net Liquidation Proceeds with respect
to any Liquidated Loan be less than zero.
“Net Subordination
Deficiency” With respect to any Distribution Date, the
excess, if any, of (1) the Subordination Deficiency for that
Distribution Date over (2) the Excess Interest for that
Distribution Date.
“Net Swap Payment”: In
the case of payments made by the Supplemental Interest Trust, the
excess, if any, of (x) the Fixed Swap Payment over (y) the Floating
Swap Payment. In the case of payments made by the Swap
Provider, the excess, if any, of (x) the Floating Swap Payment over
(y) the Fixed Swap Payment. In each case, the Net Swap
Payment shall not be less than zero.
“Net WAC Cap”: With
respect to any Distribution Date, and for any Class of Offered
Certificates, a rate per annum equal to the excess, if any, of (a)
the weighted average of the Net Coupon Rates on the Home Equity
Loans as of the beginning of the related Remittance Period over (b)
the Swap Expense Fee Rate for that Distribution Date.
“Net WAC Cap Carryover”: With
respect to any Distribution Date, and for any Class of Offered
Certificates, the sum of (A) the excess of (1) the amount of
interest that such Class of Offered Certificates would otherwise be
entitled to receive on the Distribution Date had the Certificate
Rate for such Class been calculated at the Certificate Rate for
such Class and Distribution Date without regard to the Net WAC Cap
over (2) the amount of interest payable on such Class at the
respective Certificate Rate for such Class for the Distribution
Date and (B) the excess described in clause (A) for such Class for
all previous Distribution Dates (including any interest accrued on
that amount at the related Certificate Rate without regard to the
Net WAC Cap) not previously paid to such Class.
“Net WAC Cap Carryover Reserve
Fund”: The Net WAC Cap Carryover Reserve Fund established
pursuant to Section 7.02(a) and maintained as described in Section
7.04.
“Nonrecoverable Advance”:
With respect to any Home Equity Loan for which a Final Recovery
Determination has been made, means any Delinquency Advance or
Servicing Advance previously made and not reimbursed from proceeds
on the related Home Equity Loan which the Servicer has determined,
in good faith business judgment, as evidenced by an Officer’s
Certificate delivered to the Trustee no later than the Business Day
following such determination, would not be ultimately
recovered.
“Note”: The note or other
evidence of indebtedness evidencing the indebtedness of a Mortgagor
under a Home Equity Loan.
“OC Floor”: An amount equal
to 0.50% of the Pool Balance as of the Cut-Off Date.
“Offered Certificate”: Any
one of the Class AV-1, Class AV-2, Class AV-3, Class AV-4, 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 and Class M-10 Certificates.
“Officer’s
Certificate”: A certificate signed by any Authorized Officer
of any Person delivering such certificate and delivered to the
Trustee.
“Operative Documents”:
Collectively, this Agreement, the Certificates and the Custodial
Agreement.
“Opinion of Counsel”: A
written opinion of counsel acceptable, in form and substance, to
the Trustee and delivered to the Trustee and the Rating
Agencies.
“Original Aggregate Loan
Balance”: The aggregate Loan Balance of all the Home Equity
Loans as of the Cut-Off Date, which is $750,255,901.84.
“Outstanding”: With respect
to all Certificates of a Class, as of any date of determination,
all such Certificates theretofore executed and delivered hereunder
except:
(i)
Certificates theretofore canceled by the
Registrar or delivered to the Registrar for
cancellation;
(ii)
Certificates or portions thereof for
which full and final payment of money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent in
trust for the Owners of such Certificates;
(iii)
Certificates in exchange for or in lieu
of which other Certificates have been executed and delivered
pursuant to this Agreement, unless proof satisfactory to the
Trustee is presented that any such Certificates are held by a bona
fide purchaser;
(iv)
Certificates alleged to have been
destroyed, lost or stolen for which replacement Certificates have
been issued as provided for in Section 5.05 hereof; and
(v)
Certificates as to which the Trustee has
made the final distribution thereon, whether or not such
Certificate is ever returned to the Trustee.
“Overcollateralization
Amount”: With respect to any Distribution Date, the excess,
if any, of (1) the aggregate Loan Balance of the Home Equity Loans
as of the close of business on the last day of the related
Remittance Period over (2) the aggregate outstanding Certificate
Principal Balance of the Offered Certificates and the Class P
Certificates as of that Distribution Date (after taking into
account the payment of the Principal Distribution Amount on that
Distribution Date).
“Owner” or
“Certificateholder”: The Person in whose name a
Certificate is registered in the Register.
“Paying Agent”: Initially,
the Trustee, and thereafter, the Trustee or any other Person that
meets the eligibility standards for the Paying Agent specified in
Section 11.15 hereof and is authorized by the Trustee and the
Depositor to make payments on the Certificates on behalf of the
Trustee.
“Percentage Interest”: With
respect to any Offered Certificates of any Class, a fraction,
expressed as a decimal, the numerator of which is the principal
balance represented by such Offered Certificate as of the Startup
Day and the denominator of which is the Certificate Principal
Balance represented by all the Offered Certificates of such Class
as of the Startup Day. With respect to the Class X-IO, Class
P or Class R Certificates, the portion of the Class evidenced
thereby, expressed as a percentage, as stated on the face of such
Certificate, all of which shall total 100% with respect to the
related Class.
“Performance Certification”:
As defined in Section 12.05.
“Person”: Any individual,
corporation, limited partnership, limited liability company,
partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or
political subdivision thereof.
“Pool Balance”: With respect
to any date, the aggregate of the Loan Balance of all Home Equity
Loans as of such date.
“Prepayment”: Any payment of
principal of a Home Equity Loan which is received by the Servicer
which is not a Scheduled Principal Payment 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, the portion of Substitution
Amounts representing principal, the portion of the Loan Purchase
Price of any Home Equity Loan purchased from the Trust pursuant to
Section 3.04, 3.06(b) or 8.10(b) hereof representing principal and
the proceeds of any Insurance Policy which are to be applied as a
payment of principal on the related Home Equity Loan shall be
deemed to be Prepayments for all purposes of this
Agreement.
“Prepayment Charge”:
With respect to any Prepayment, any prepayment
premium, penalty or charge payable by a Mortgagor in connection
with any Prepayment on a Home Equity Loan pursuant to the terms of
the related Note, as set forth on the Prepayment Charge
Schedule.
“Prepayment Charge Schedule
”: As of any date, the list of Home Equity
Loans providing for a Prepayment Charge included in the Trust Fund
on such date, attached hereto as Schedule I-C (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 Home Equity Loan identifying
number;
(ii)
a code indicating the type of Prepayment
Charge;
(iii)
the date on which the first Monthly
Payment was due on the related Home Equity Loan;
(iv)
the term of the related Prepayment
Charge;
(v)
the original Loan Balance of the related
Home Equity Loan; and
(vi)
the Loan Balance of the related Home
Equity Loan as of the Cut-Off Date.
“Preservation
Expenses”: Expenditures made by the Servicer in connection
with a foreclosed Home Equity Loan prior to the liquidation
thereof, including, without limitation, expenditures for real
estate property taxes, hazard insurance premiums, property
restoration or preservation.
“Principal and Interest
Account”: The principal and interest account created by the
Servicer pursuant to Section 8.08(a) hereof. The Principal
and Interest Account shall be an Eligible Account.
“Principal Distribution
Amount”: As to any Distribution Date, the lesser of (a) the
aggregate Certificate Principal Balance of the Offered Certificates
immediately preceding such Distribution Date and (b) the sum of (i)
the Basic Principal Amount for such Distribution Date minus the
Excess Overcollateralization Amount, if any, for such Distribution
Date and (ii) the Subordination Increase Amount, if any, for such
Distribution Date.
“Prohibited Transaction”: The
meaning set forth from time to time in the definition thereof at
Section 860F(a)(2) of the Code (or any successor statute thereto)
and applicable to the Trust.
“Property”: The underlying
property securing a Home Equity Loan.
“Property Protection
Arrearage”: With respect to any Home Equity Loan, all
“out-of-pocket” costs and expenses incurred in the
performance of Nationstar Mortgage, as servicer, prior to the
Cut-off Date with respect to its servicing obligations, including,
but not limited to, (i) the cost of any enforcement or judicial
proceedings, (ii) advances made for the payment of taxes, amounts
due with respect to senior liens, and insurance premiums, and (iii)
expenses incurred in connection with protecting a junior lien and
or preserving the security of the related Home Equity Loan, to the
extent that any superior lienholder has accelerated or intends to
accelerate the obligations under a senior lien, or has declared or
intends to declare a default under the mortgage or the promissory
note secured thereby, or has filed or intends to file an election
to have the mortgaged property sold or foreclosed, in each case
which remain unreimbursed as of the Cut-off Date.
“Prospectus”: The
Depositor’s Prospectus dated January 23, 2007 constituting
part of the Registration Statement.
“Prospectus Supplement”: The
Nationstar Home Equity Loan Trust 2007-A Prospectus Supplement
dated January 24, 2007 to the Prospectus.
“QSPE”: A qualifying special
purpose entity that meets the requirements of FAS 140.
“Qualified Liquidation”: The
meaning set forth from time to time in the definition thereof at
Section 860F(a)(4) of the Code (or any successor statute thereto)
and applicable to the Trust.
“Qualified Mortgage”: The
meaning set forth from time to time in the definition thereof at
Section 860G(a)(3) of the Code (or any successor statute thereto)
and applicable to the Trust.
“Qualified Replacement
Mortgage”: A Home Equity Loan substituted for another
pursuant to Section 3.04, 3.05(b) or 3.06(b) hereof, which (i) has
a Coupon Rate at least equal to the Coupon Rate of the Home Equity
Loan being replaced, (ii) is secured by Property that is of the
same or better property type as, or is a single family dwelling and
the same or better occupancy status as, the Property securing the
Home Equity Loan being replaced or is a primary residence, (iii)
shall mature no later than the latest Final Scheduled Distribution
Date, (iv) has a Loan-to-Value Ratio as of the Replacement Cut-Off
Date no higher than the Loan-to-Value Ratio of the replaced Home
Equity Loan at such time, (v) shall be of the same or higher credit
quality classification (determined in accordance with the
Seller’s credit underwriting guidelines set forth in the
Seller’s underwriting manual) as the Home Equity Loan which
such Qualified Replacement Mortgage replaces, (vi) shall be a First
Mortgage Loan if the Home Equity Loan which such Qualified
Replacement Mortgage replaces was a First Mortgage Loan and shall
be a First Mortgage Loan or Second Mortgage Loan if the Home Equity
Loan which such Qualified Replacement Mortgage replaces was a
Second Mortgage Loan, (vii) has an outstanding principal balance as
of the related Replacement Cut-Off Date equal to or less than the
outstanding principal balance of the replaced Home Equity Loan as
of such Replacement Cut-Off Date, (viii) shall not provide for
a “balloon” payment if the related Home Equity Loan did
not provide for a “balloon” payment (and if such
related Home Equity Loan provided for a “balloon”
payment, such Qualified Replacement Mortgage shall have an original
maturity of not less than the original maturity of such related
Home Equity Loan), (ix) shall be a fixed rate Home Equity Loan if
the Home Equity Loan being replaced is a Fixed Rate Home Equity
Loan or an adjustable rate Home Equity Loan if the Home Equity Loan
being replaced is an Adjustable Rate Home Equity Loan, (x)
satisfies the criteria set forth from time to time in the
definition thereof at Section 860G(a)(4) of the Code (or any
successor statute thereto) and applicable to the Trust,
(xi) satisfies the representations and warranties set forth in
Section 3.04(b) hereof, (xii) shall not be 30 days or more
Delinquent and (xiii) if such Home Equity Loan being replaced is an
Adjustable Rate Home Equity Loan, shall adjust based on the same
index as, have no lower margin than, have the same interval between
adjustment dates as and have a maximum Coupon Rate no lower than,
and a minimum Coupon Rate no lower than, the Home Equity Loan being
replaced.
“Rating Agencies”:
Collectively, Moody’s and Standard & Poor’s.
“Realized Loss”: As to any
Liquidated Loan (or, in the case of a Cram Down Loss, a Home Equity
Loan that is not a Liquidated Loan), the amount (not less than
zero), if any, by which (A) the sum of (x) the Loan Balance thereof
as of the date of liquidation, (y) the amount of accrued but unpaid
interest thereon and (z) the amount of any Cram Down Loss with
respect thereto is in excess of (B) the Net Liquidation Proceeds,
if any, realized thereon.
“Record Date”: With respect
to (i) any Distribution Date and the Class R and Class P
Certificates, the last Business Day of the calendar month
immediately preceding the calendar month in which such Distribution
Date occurs and (ii) any Distribution Date and each Class of
Offered Certificates and the Class X-IO Certificates, the Business
Day immediately preceding such Distribution Date, or if definitive
Offered Certificates have been issued, the last Business Day of the
calendar month immediately preceding the calendar month in which
such Distribution Date occurs.
“Recoveries”: With respect to
any Liquidated Loan, an amount received in respect of principal on
that Liquidated Loan, which amount has previously been allocated as
an Applied Realized Loss Amount to a Class or Classes of
Subordinate Certificates, net of reimbursable expenses due and
owing to the Servicer.
“Reference Banks”: Bankers
Trust Company, Barclays Bank PLC, The Bank of Tokyo and National
Westminster Bank PLC, provided that if any of the foregoing banks
are not suitable to serve as a Reference Bank, then any leading
banks selected by Nationstar Mortgage which are engaged in
transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in
London, (ii) which are not Affiliates of the Seller, (iii) whose
quotations appear on Telerate Page 3750 on the relevant LIBOR
Determination Date and (iv) which have been designated as such
by the Seller.
“Register”: The register
maintained by the Registrar in accordance with Section
5.04 hereof, in which the names of the Owners are set forth.
“Registrar”: The Trustee,
acting in its capacity as Registrar appointed pursuant to Section
5.04 hereof, or any duly appointed and eligible successor thereto.
“Registration Statement”: The
Registration Statement filed by the Depositor with the Commission
(Registration Number 333-130642), including all amendments thereto
and including the Prospectus and Prospectus Supplement relating to
the Offered Certificates.
“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation
AB), 17 C.F.R. §§229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release
No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
“REMIC”: A “real estate
mortgage investment conduit” within the meaning of Section
860D of the Code.
“REMIC I”: The segregated
group of assets consisting of all of the assets of the Trust Estate
other than the Net WAC Cap Carryover Reserve Fund and the REMIC
interests issued by REMIC I, REMIC II and the Master REMIC as
defined in Section 2.08 hereof, and constituting a REMIC created
hereunder.
“REMIC II”: The segregated
group of assets consisting of all the interests issued by REMIC I
as defined in Section 2.08 hereof, and constituting a REMIC created
hereunder.
“REMIC Opinion”: As defined
in Section 3.04 hereof.
“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 revenue rulings promulgated
thereunder, as the foregoing may be in effect from time to time.
“Remittance Period”: With
respect to each Monthly Remittance Date, the calendar month
immediately preceding such Monthly Remittance Date.
“REO Property”: A Property
acquired by the Servicer on behalf of the Trust through foreclosure
or deed-in-lieu of foreclosure in connection with a defaulted Home
Equity Loan.
“Replacement Cut-Off Date”:
With respect to any Qualified Replacement Mortgage, the opening of
business of the first day of the calendar month in which such
Qualified Replacement Mortgage is conveyed to the Trust.
“Reportable Event”: Any event
required to be reported on Form 8-K and, in any event, the
following:
(a)
entry into a definitive agreement related
to the Trust Estate, the Certificates or the Home Equity Loans, or
an amendment to a Transaction Document, only if the Depositor is
not a party to such agreement (e.g., a servicing agreement with a
servicer contemplated by Item 1108(a)(3) of Regulation
AB);
(b)
termination of a Transaction Document
(other than by expiration of the agreement on its stated
termination date or as a result of all parties completing their
obligations under such agreement), only if the Depositor is not a
party to such agreement (e.g., a servicing agreement with a
servicer contemplated by Item 1108(a)(3) of Regulation
AB);
(c)
with respect to the Servicer only, if the
Servicer becomes aware of any bankruptcy or receivership with
respect to the Sponsor, the Depositor, the Servicer, any
Subservicer, the Trustee, any enhancement or support provider
contemplated by Items 1114(b) or 1115 of Regulation AB, or any
other material party contemplated by Item 1101(d)(1) of Regulation
AB;
(d)
with respect to the Trustee, the Servicer
and the Depositor only, the occurrence of an early amortization,
performance trigger other than those that are of the type disclosed
on Form 10-D, including an event of default of which an Authorized
Officer has actual knowledge under this Agreement;
(e)
the resignation, removal, replacement,
substitution of the Servicer, any Subservicer or the
Trustee;
(f)
with respect to the Servicer only, if the
Servicer becomes aware that (i) any material enhancement or support
specified in Item 1114(a)(1) through (3) of Regulation AB or Item
1115 of Regulation AB that was previously applicable regarding one
or more Classes of the Certificates has terminated other than by
expiration of the contract on its stated termination date or as a
result of all parties completing their obligations under such
agreement; (ii) any material enhancement specified in Item
1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation
AB has been added with respect to one or more classes of the
Certificates; or (iii) any existing material enhancement or support
specified in Item 1114(a)(1) through (3) of Regulation AB or Item
1115 of Regulation AB with respect to one or more Classes of the
Certificates has been materially amended or modified;
and
(g)
with respect to the Trustee, the Servicer
and the Depositor only, a required distribution to
Certificateholders is not made as of the required Distribution Date
under this Agreement.
“Reporting Subcontractor”:
With respect to the Servicer or the Trustee, any Subcontractor
determined by such Person pursuant to Section 12.08(b) to be
“participating in the servicing function” within the
meaning of Item 1122 of Regulation AB. References to a
Reporting Subcontractor shall refer only to the Subcontractor of
such Person and shall not refer to Subcontractors
generally.
“Representation Letter”:
Letters to, or agreements with, the Depository to effectuate a
book-entry system with respect to the Offered Certificates
registered in the Register under the nominee name of the
Depository.
“Required Overcollateralization
Amount”: As to any Distribution Date (1) prior to
the Stepdown Date, the product of (x) 2.30%, and (y) the
Pool Balance as of the Cut-Off Date; and (2) on and after the
Stepdown Date, the greater of (i) the lesser of (x) the
product of 2.30% and the Pool Balance as of the Cut-Off Date, and
(y) the product of 4.60% and the Pool Balance as of the end of
the related Remittance Period and (ii) the OC Floor; provided,
however, that on each Distribution Date during the continuance of a
Trigger Event the Required Overcollateralization Amount will equal
the Required Overcollateralization Amount in effect as of the
Distribution Date immediately preceding the date on which such
Trigger Event first occurred.
“Sarbanes-Oxley
Certification”: As defined in Section 12.05.
“Schedule of Home Equity
Loans”: Schedule I-A hereto, Schedule I-B hereto, Schedule
I-E or Schedule I-F hereto, as the context may require.
“Scheduled Notional Amount”:
The amount set forth with respect to each Distribution Date
on Schedule I-H hereto.
“Scheduled Principal
Payment”: As of any date of calculation, with respect to a
Home Equity Loan, the then stated scheduled monthly installment of
principal payable thereunder which, if timely paid, would result in
the full amortization of principal over the term thereof (or, in
the case of a “balloon” Note, the term to the nominal
maturity date for amortization purposes, without regard to the
actual maturity date), without taking into account any Prepayment
made on such Home Equity Loan during the then-current Remittance
Period.
“Second Mortgage Loan”: A
Home Equity Loan which constitutes a second priority mortgage lien
with respect to the related Property.
“Securities Act”: The
Securities Act of 1933, as amended.
“Seller”: Nationstar Mortgage
LLC, a Delaware limited liability company.
“Seller Home Equity Loans”:
The home equity loans listed on the Seller Schedule of Home Equity
Loans.
“Seller Schedule of Home Equity
Loans”: The Schedule of Home Equity Loans attached as
Schedule I-E hereto.
“Sellers”: The Seller and the
Conduit Seller.
“Senior Certificate”: Any one
of the Class AV-1, Class AV-2, Class AV-3 or Class
AV-4 Certificates.
“Senior Enhancement
Percentage”: As to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of (i)
the aggregate Certificate Principal Balance of the Subordinate
Certificates and (ii) the Overcollateralization Amount (in each
case, after taking into account the distribution of the Principal
Distribution Amount on that Distribution Date) and the denominator
of which is the Pool Balance as of the last day of the related
Remittance Period.
“Senior Lien”: With respect
to any Second Mortgage Loan, the home equity loan relating to the
corresponding Property having a first priority lien.
“Senior Principal Distribution
Amount”: With respect to (a) any Distribution Date prior
to the Stepdown Date or during the continuance of a Trigger Event,
the lesser of (i) 100% of the Principal Distribution Amount
and (ii) the aggregate Certificate Principal Balance of the
Senior Certificates immediately prior to that Distribution Date,
and (b) any other Distribution Date, the lesser of
(x) 100% of the Principal Distribution Amount and (y) the
excess, if any, of (i) the aggregate Certificate Principal
Balance of the Senior Certificates immediately prior to that
Distribution Date over (ii) the lesser of (x) the product
of 63.10% and the Pool Balance as of the last day of the related
Remittance Period and (y) the Pool Balance as of the last day
of the related Remittance Period minus the OC Floor.
“Servicer”: Nationstar
Mortgage LLC, a Delaware limited liability company, and its
permitted successors and assigns.
“Servicer Termination Event”:
As defined in Section 8.20(a) hereof.
“Servicing Advance”: As
defined in Section 8.09(b) and Section 8.13(a) hereof.
“Servicing Fee”: With respect
to any Remittance Period, an amount retained by the Servicer as
compensation for servicing and administration duties relating to
the Home Equity Loans pursuant to Section 8.15 hereof and equal to
one month’s interest at 0.50% per annum of the then aggregate
outstanding Loan Balance of such Home Equity Loans as of the first
day of each Remittance Period payable on a monthly basis; provided,
however, that if a successor Servicer is appointed pursuant to
Section 8.20 hereof, the Servicing Fee shall be the amount as
agreed upon by the Trustee and the successor Servicer, and the per
annum rate at which the Servicing Fee is calculated shall not
exceed 0.50% per annum.
“60-Day Delinquent Loan”:
With respect to any Remittance Period, and without duplication, (i)
all REO Properties as of the last day of such Remittance Period,
(ii) each Home Equity Loan with respect to which any portion of a
Monthly Payment is, as of the last day of such Remittance Period 60
or more days Delinquent (without giving effect to any grace
period), (iii) each Home Equity Loan in foreclosure as of the last
day of such Remittance Period and (iv) each Home Equity Loan
described in clause (ii) that is also in bankruptcy.
“60+ Delinquency Percentage
(Rolling Three Month)”: With respect to any Distribution
Date, the average of the percentage equivalents of the fractions
determined for each of the three immediately preceding Remittance
Periods (or such fewer number of Remittance Periods since the
Cut-Off Date, in the case of the first two Distribution Dates) the
numerator of each of which is equal to the sum of (without
duplication) the aggregate Loan Balance of 60-Day Delinquent Loans
for such Remittance Period, and the denominator of which is the
Loan Balance of all of the Home Equity Loans as of the end of such
Remittance Period.
“Standard &
Poor’s”: Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, Inc. or any successor
thereto.
“Startup Day”: February
7, 2007.
“Stepdown Date”: The earlier
to occur of (1) the Distribution Date immediately following the
Distribution Date on which the aggregate Certificate
Principal Balance of the Senior Certificates is reduced to zero,
and (2) the later to occur of (A) the Distribution Date in March
2010, and (B) the first Distribution Date on which the Senior
Enhancement Percentage (after giving effect to the distribution of
the Basic Principal Amount on such Distribution Date) is at least
equal to 36.90%.
“Subcontractor”: Any vendor,
subcontractor or other Person that is not responsible for the
overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities
market) of Home Equity Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect
to Home Equity Loans under the direction or authority of the
Servicer or a Subservicer or the Trustee, as the case may
be.
“Subordinate Certificates”:
Any 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 or Class M-10
Certificates.
“Subordination Deficiency”:
As to any Distribution Date, the excess, if any, of (1) the
Required Overcollateralization Amount for such Distribution Date
over (2) the Overcollateralization Amount for such Distribution
Date after giving effect to the distribution of the Basic Principal
Amount on such Distribution Date.
“Subordination Increase
Amount”: As to any Distribution Date, the lesser of (1) the
Subordination Deficiency and (2) the Excess Interest.
“Sub-Servicer”: Any Person
with whom the Servicer has entered into a Sub-Servicing Agreement
and who satisfies any requirements set forth in Section 8.03 hereof
in respect of the qualification of a Sub-Servicer.
“Sub-Servicing Agreement”:
The written contract between the Servicer and any Sub-Servicer
relating to servicing and/or administration of certain Home Equity
Loans as permitted by Section 8.03.
“Substitution Amount”: With
respect to the substitution of any Qualified Replacement Mortgage
for any Home Equity Loan, as of the related Replacement Cut-Off
Date, an amount equal to the excess, if any, of the outstanding
principal balance of such Home Equity Loan over the outstanding
principal balance of the Qualified Replacement Mortgage, together
with (without duplication) the aggregate amount of (1) all
unreimbursed Delinquency Advances and unreimbursed Servicing
Advances made, (2) all accrued and unpaid interest, and
(3) any costs and damages incurred by the Trust in connection
with any violation of any predatory or abusive lending law, with
respect to such Home Equity Loan.
“Supplemental Interest
Trust”: The trust established pursuant to Section
2.10.
“Supplemental Interest
Trustee”: The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as
Supplemental Interest Trustee under this Agreement, and any
successor hereunder.
“Swap Account”: The
segregated swap account established in accordance with Section
7.02(a) hereof and maintained in accordance with Section 7.12
hereof at the applicable Corporate Trust Office of the Supplemental
Interest Trustee entitled “The Bank of New York, as
Supplemental Interest Trustee on behalf of the Owners of the
Nationstar Home Equity Loan Trust 2007-A, Nationstar Home Equity
Loan Asset-Backed Certificates.” The Swap Account shall
be an Eligible Account.
“Swap Agreement”: The Swap
Agreement entered into with the Swap Provider and attached hereto
as Exhibit R.
“Swap Default”: An
event of default under the Swap Agreement.
“Swap Early Termination”:
The occurrence of an Early Termination Date (as defined in
the Swap Agreement) under the Swap Agreement.
“Swap LIBOR”: A per annum
rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement.
“Swap Provider”: The Royal
Bank of Scotland plc and any successor thereto.
“Swap Provider Trigger
Event”: A Swap Termination Payment that is triggered upon:
(i) an event of default under the Swap Agreement with respect
to which the Swap Provider is the Defaulting Party (as defined in
the Swap Agreement), (ii) a Termination Event under the Swap
Agreement with respect to which the Swap Provider is the sole
Affected Party (as defined in the Swap Agreement) or (iii) an
“Additional Termination Event” (as defined in the Swap
Agreement) under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party.
“Swap Termination Payment”:
The amount, if any, owed by the Supplemental Interest Trust or the
Swap Provider upon a Swap Early Termination.
“Swap Expense Fee Rate”:
With respect to each Distribution Date, a per annum rate,
equal to the product of (x) the sum of (i) any Net Swap Payment
owed to the Swap Provider for that Distribution Date and (ii) any
Swap Termination Payment for that Distribution Date (other than any
Swap Termination Payment resulting from a Swap Provider Trigger
Event) payable by the Supplemental Interest Trust, and (y) 12
divided by the aggregate Loan Balance of the Home Equity Loans as
of the first day of the related Remittance Period.
“Tangible Net Worth”: Shall
mean the difference between: (A) the tangible assets of the Seller
or Servicer, as applicable, and its Affiliates calculated in accordance with
generally accepted accounting principles, as reduced by adequate
reserves in each case where a reserve is appropriate; and (B) all
indebtedness, including subordinated debt, of the Seller or
Servicer, as applicable, and its Affiliates; provided, however,
that (i) intangible assets such as patents, trademarks, trade
names, copyrights, licenses, good will, organization costs,
advances or loans to, or receivables from, directors, officers,
employees or affiliates, prepaid assets, amounts relating to
covenants not to compete, pension assets, deferred charges or
treasury stock of any securities unless the same are readily
marketable in the United States of America or are entitled to be
used as a credit against federal income tax liabilities, shall not
be included in the calculation of (A) above, (ii) securities
included as tangible assets shall be valued at their current market
price or cost, whichever is lower and (iii) any write-up in book
value of any assets shall not be taken into account.
“Tax Matters Person”: The
Person designated pursuant to Section 11.18 hereof to act as the
Tax Matters Person under the Code (or where the context requires,
the Trustee acting as agent for the Tax Matters Person).
“Telerate Page 3750”: The
display designated as page “3750” on the Bridge
Telerate Service (or such other page as may replace page 3750 on
that report for the purpose of displaying London interbank offered
rates of major banks).
“Termination Event”:
Under the Swap Agreement, the following standard events under
the ISDA Master Agreement:
·
“Illegality” (which generally
relates to changes in law causing it to become unlawful for either
party to perform its obligations under the Swap
Agreement),
·
“Tax Event” (which generally
relates to either party to the Swap Agreement receiving a payment
under the Swap Agreement from which an amount has been deducted or
withheld for or on account of taxes) and
·
“Tax Event Upon Merger”
(solely with respect to the Swap Provider as merging party) (which
generally relates to the Swap Provider’s receiving a payment
under the Swap Agreement from which an amount has been deducted or
withheld for or on account of taxes resulting from a
merger),
as described in Sections 5(b)(i),
5(b)(ii) and 5(b)(iii) of the ISDA Master Agreement. In
addition, there are “Additional Termination Events” (as
defined in the Swap Agreement) including if this Agreement or other
transaction documents are amended or modified without the prior
written consent of the Swap Provider where written consent is
required or if, pursuant to the terms of Section 9.02 of this
Agreement, the Servicer exercises its option to purchase the Home
Equity Loans. With respect to the Swap Provider, an
Additional Termination Event will occur if the Swap Provider fails
to comply with the Downgrade Provisions or if the Swap Provider
fails to comply with certain obligations with respect to Regulation
AB, as described in the Swap Agreement.
“Termination Price”: Means,
with respect to Sections 9.02 and 9.03 hereof, and on any date of
determination thereof, an amount equal to the greater of
(A) the sum of (x) the aggregate outstanding Loan Balance
of the Home Equity Loans (other than those described in clause
(y) below), including accrued interest thereon, as of such
date and (y) in the case of any REO Property and Home Equity
Loans with respect to which foreclosure proceedings have been
initiated or are otherwise 120 days or more Delinquent as of such
date, the fair market value of such REO Property and Home Equity
Loans (disregarding accrued interest thereon) and (B) the
sum of (w) the aggregate outstanding Certificate Principal
Balance of the Offered Certificates (other than any Class Principal
Carryover Shortfalls), (x) all accrued and unpaid interest on
the Offered Certificates (other than any Net WAC Cap
Carryover) , (y) the sum of the aggregate amount of any
unreimbursed Delinquency Advances, unreimbursed Servicing Advances,
unreimbursed Delinquency Advances which the Servicer has
theretofore failed to remit and (z) any Net Swap Payments or Swap
Termination Payments payable to any swap provider then remaining
unpaid or which are due to the exercise of such option.
“Transaction Documents”: This
Agreement, the Swap Agreement and any other document or agreement
entered into in connection with the Trust Estate, the Certificates
or the Home Equity Loans.
“Transition Expenses”:
Expenses incurred by the Trustee in connection with the transfer of
servicing upon the termination of the Servicer for a Servicer
Termination Event; provided that the amount shall not exceed
$50,000 in the aggregate in any one calendar year (and no more than
$100,000 in the aggregate during the term of the Trust).
“Trigger Event”: The
existence of a Delinquency Event or Cumulative Loss Trigger
Event.
“Trust”: Nationstar Home
Equity Loan Trust 2007-A, the trust created under this
Agreement.
“Trust Estate”: (a) The Home
Equity Loan Assets, (b) such amounts as may be held by the Trustee
in the Certificate Account together with investment earnings on
such amounts, (c) such amounts as may be held by the Trustee
in the Net WAC Cap Carryover Reserve Fund together with investment
earnings on such amounts, (d) any amounts received by the
Supplemental Interest Trustee on the Swap Agreement and such
amounts as may be held by the Supplemental Interest Trustee in the
Swap Account, excluding any investment earnings on such amounts,
(e) such amounts as may be held in the name of the Trustee in the
Principal and Interest Account, if any, inclusive of investment
earnings thereon, whether in the form of cash, instruments,
securities or other properties (including any Eligible Investments
held by the Servicer) and (f) the Prepayment Charges.
“Trustee”: The Bank of New
York, a New York banking corporation, not in its individual
capacity but solely as Trustee under this Agreement, and any
successor hereunder.
“Trustee Fee”: The fee
payable monthly to the Trustee on each Distribution Date in an
amount equal to $1,000.00.
“Trustee Reimbursable
Expenses”: As of any Distribution Date, the sum of (a) any
Trustee Fee and Transition Expenses not paid pursuant to clause 1.
of Section 7.03(b) on such Distribution Date and (b) any amounts
owed to the Trustee pursuant to Sections 2.05, 6.12, 7.06, 8.20(o),
10.07, 10.13 and 11.16(a)(v) hereof, and, if the Trustee is acting
as Custodian, any related custodial fees (including all attorney
fees and expenses).
“Underwriters”:
Citigroup Global Markets Inc., Greenwich Capital Markets,
Inc., Banc of America Securities LLC and Credit Suisse Securities
(USA) LLC.
“Underwriter’s
Exemption”: Prohibited Transaction Exemption 2002-41,
67 Fed. Reg. 54487 (2002), as amended (or any successor thereto),
or any substantially similar administrative exemption granted by
the U.S. Department of Labor.
“Voting Rights”: The portion
of the voting rights of all of the Certificates which is allocated
to any Certificate. As of any date of determination, (a) 1%
of all Voting Rights shall be allocated to the Class X-IO
Certificates (such Voting Rights to be allocated among the Owners
of Certificates of such Class in accordance with their respective
Percentage Interests), (b) 1% of all Voting Rights shall be
allocated to the Class P Certificates (such Voting Rights to be
allocated among the Owners of Certificates of such Class in
accordance with their respective Percentage Interests), (c)1% of
all Voting Rights shall be allocated to the Class R Certificates in
the aggregate, or if separate R-1 and R-3 Interests are issued, 1/2
to each such Class of Interests (such Voting Rights to be allocated
among the Owners of Certificates of each such Class in accordance
with their respective Percentage Interests), and (d) the remaining
Voting Rights shall be allocated among Owners of the Classes of
Offered Certificates in proportion to the Certificate Principal
Balances of their respective Offered Certificates on such
date.
“WAC Excess”: The aggregate
Net WAC Cap Carryover allocable to each of the Offered
Certificates.
Section
1.02.
Use of Words and Phrases.
“Herein,”
“hereby,” “hereunder,”
“hereof,” “hereinbefore,”
“hereinafter” and other equivalent words refer to this
Agreement as a whole and not solely to the particular section of
this Agreement in which any such word is used. The
definitions set forth in Section 1.01 hereof include both the
singular and the plural. Whenever used in this Agreement, any
pronoun shall be deemed to include both singular and plural and to
cover all genders.
Section
1.03.
Captions, Table of Contents.
The captions or headings in this
Agreement and the Table of Contents are for convenience only and in
no way define, limit or describe the scope and intent of any
provisions of this Agreement.
Section
1.04.
Opinions.
Each opinion with respect to the
validity, binding nature and enforceability of documents or
Certificates may be qualified to the extent that the same may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights
generally and by general principles of equity (whether considered
in a proceeding or action in equity or at law) and may state that
no opinion is expressed on the availability of the remedy of
specific enforcement, injunctive relief or any other equitable
remedy. Any opinion required to be furnished by any Person
hereunder must be delivered by counsel upon whose opinion the
addressee of such opinion may reasonably rely, and such opinion may
state that it is given in reasonable reliance upon an opinion of
another, a copy of which must be attached, concerning the laws of a
foreign jurisdiction. Any opinion delivered hereunder shall
be addressed to the Rating Agencies and the Trustee.
END OF ARTICLE I
ARTICLE
II
ESTABLISHMENT AND
ORGANIZATION OF THE TRUST
Section
2.01.
Establishment of the Trust.
The parties hereto do hereby create and
establish, pursuant to the laws of the State of New York and
this Agreement, the Trust, which, for convenience, shall be known
as “Nationstar Home Equity Loan Trust
2007-A”.
Section
2.02.
Office.
The office of the Trust shall be in care
of the Trustee, addressed to The Bank of New York, at its
applicable Corporate Trust Office.
Section
2.03.
Purposes and Powers.
The purpose of the Trust is to engage in
the following activities and only such activities: (i) the issuance
of the Certificates and the acquiring, owning and holding of Home
Equity Loans and the Trust Estate (including the Swap Agreement) in
connection therewith; (ii) activities that are necessary, suitable
or convenient to accomplish the foregoing or are incidental thereto
or connected therewith, including the investment of moneys in
accordance with this Agreement; and (iii) such other activities as
may be required in connection with conservation of the Trust Estate
and distributions to the Owners in accordance with the provisions
of this Agreement; provided, however, that nothing contained herein
shall permit the Trustee to take any action which would adversely
affect the status of any REMIC created hereunder.
Section
2.04.
Appointment of the Trustee; Declaration
of Trust.
The Depositor hereby appoints the Trustee
as trustee of the Trust effective as of the Startup Day, to have
all the rights, powers and duties set forth herein. The
Trustee hereby acknowledges and accepts such appointment,
represents and warrants its eligibility as of the Startup Day to
serve as Trustee pursuant to Section 10.08 hereof and declares that
it will hold the Trust Estate in trust upon and subject to the
conditions set forth herein for the benefit of the Owners.
Section
2.05.
Expenses of the Trust.
All expenses of the Trust, including (i)
the fees and reimbursable expenses of the Trustee in connection
with the performance of its duties hereunder and (ii) to the extent
not set forth herein, any other expenses of the Trustee that have
been reviewed and approved by the Seller, which review shall not be
required in connection with the enforcement of a remedy by the
Trustee resulting from a default under this Agreement, shall be
paid pursuant to Section 7.03(b).
Section
2.06.
Ownership of the Trust.
On the Startup Day the ownership
interests in the Trust shall be transferred as set forth in Section
4.02 hereof, such transfer to be evidenced by sale of the
Certificates as described therein. Thereafter, transfer of
any ownership interest shall be governed by Sections 5.04 and
5.08 hereof.
Section
2.07.
Situs of the Trust.
It is the intention of the parties hereto
that the Trust constitute a trust under the laws of the State of
New York. The Trust will be created in the State of New York.
The Trust’s only office will be at the office of the
Trustee as set forth in Section 2.02 hereof.
Section
2.08.
Designation of Interests in
REMICs.
(a)
As provided herein, the Trustee shall
elect that the Trust Estate (exclusive of the assets held in
the Net WAC Cap Carryover Reserve Fund and the Swap Account) be
treated for federal income tax purposes as comprising three real
estate mortgage investment conduits (each a “REMIC” or,
in the alternative, “REMIC I,” “REMIC II”
and the “Master REMIC”). Each Certificate, other
than the Class R Certificates, represents ownership of a regular
interest in the Master REMIC for purposes of the REMIC Provisions.
Each Certificate, other than the Class X-IO, Class R and
Class P Certificates, also represents rights with respect to
payments to be made from the Net WAC Cap Carryover Reserve Fund as
further described in Section 7.04 of this Agreement. The
Class X-IO Certificates also evidence ownership of the assets held
from time to time in the Net WAC Cap Carryover Reserve Fund, as
further described in Section 7.04 hereof. The Class R
Certificate represents ownership of the sole class of residual
interest in each REMIC for purposes of the REMIC Provisions.
(b)
The Master REMIC shall hold as its assets
the several classes of uncertificated REMIC II Interests, other
than the R-2 Interest, and each such REMIC II Interest (other than
the R-2 Interest) is hereby designated as a regular interest in
REMIC II for purposes of the REMIC Provisions. REMIC II shall
hold as its assets the several classes of uncertificated REMIC I
Interests, other than the R-1 Interest, and each such REMIC I
Interest (other than the R-1 Interest) is hereby designated as
a regular interest in REMIC I for purposes of the REMIC Provisions.
REMIC I shall hold as its assets the Home Equity Loans and
all collections and accounts related thereto, other than the Net
WAC Cap Carryover Reserve Fund and the Swap Account.
(c)
For purposes of the REMIC Provisions, the
latest possible maturity date for each regular interest in each
REMIC created hereby is the Latest Possible Maturity
Date.
(d)
[Reserved].
(e)
REMIC I. The following table sets
forth (or describes) the class designation, interest rate, and
initial principal balance for each REMIC I Interest (each such
Interest other than the R-1 Interest, a “REMIC I Regular
Interest”):
REMIC I:
The following table sets forth the
designations, principal balances, and interest rates for each
interest in REMIC I, each of which (other than the R-1 interest) is
hereby designated as a regular interest in REMIC I (the
“REMIC I Regular Interests”):
|
|
|
|
|
|
Initial Principal Balance of REMIC Interest
|
|
|
T1-A
|
(6)
|
(1)
|
|
T1-F1
|
$ 5,304,588.50
|
(2)
|
|
T1-V1
|
$ 5,304,588.50
|
(3)
|
|
T1-F2
|
$ 6,050,289.13
|
(2)
|
|
T1-V2
|
$ 6,050,289.13
|
(3)
|
|
T1-F3
|
$ 6,784,773.26
|
(2)
|
|
T1-V3
|
$ 6,784,773.26
|
(3)
|
|
T1-F4
|
$ 7,355,390.98
|
(2)
|
|
T1-V4
|
$ 7,355,390.98
|
(3)
|
|
T1-F5
|
$ 7,913,833.74
|
(2)
|
|
T1-V5
|
$ 7,913,833.74
|
(3)
|
|
T1-F6
|
$ 8,454,038.16
|
(2)
|
|
T1-V6
|
$ 8,454,038.16
|
(3)
|
|
T1-F7
|
$ 8,964,488.26
|
(2)
|
|
T1-V7
|
$ 8,964,488.26
|
(3)
|
|
T1-F8
|
$ 9,379,941.19
|
(2)
|
|
T1-V8
|
$ 9,379,941.19
|
(3)
|
|
T1-F9
|
$ 9,587,308.17
|
(2)
|
|
T1-V9
|
$ 9,587,308.17
|
(3)
|
|
T1-F10
|
$ 9,581,035.44
|
(2)
|
|
T1-V10
|
$ 9,581,035.44
|
(3)
|
|
T1-F11
|
$ 9,434,357.63
|
(2)
|
|
T1-V11
|
$ 9,434,357.63
|
(3)
|
|
T1-F12
|
$ 9,113,072.91
|
(2)
|
|
T1-V12
|
$ 9,113,072.91
|
(3)
|
|
T1-F13
|
$ 8,810,194.98
|
(2)
|
|
T1-V13
|
$ 8,810,194.98
|
(3)
|
|
T1-F14
|
$ 8,512,944.96
|
(2)
|
|
T1-V14
|
$ 8,512,944.96
|
(3)
|
|
T1-F15
|
$ 8,224,388.89
|
(2)
|
|
T1-V15
|
$ 8,224,388.89
|
(3)
|
|
T1-F16
|
$ 7,947,863.48
|
(2)
|
|
T1-V16
|
$ 7,947,863.48
|
(3)
|
|
T1-F17
|
$ 7,694,731.01
|
(2)
|
|
T1-V17
|
$ 7,694,731.01
|
(3)
|
|
T1-F18
|
$ 7,870,437.44
|
(2)
|
|
T1-V18
|
$ 7,870,437.44
|
(3)
|
|
T1-F19
|
$ 8,129,411.27
|
(2)
|
|
T1-V19
|
$ 8,129,411.27
|
(3)
|
|
T1-F20
|
$ 8,367,463.27
|
(2)
|
|
T1-V20
|
$ 8,367,463.27
|
(3)
|
|
T1-F21
|
$ 8,796,964.13
|
(2)
|
|
T1-V21
|
$ 8,796,964.13
|
(3)
|
|
T1-F22
|
$ 9,428,955.33
|
(2)
|
|
T1-V22
|
$ 9,428,955.33
|
(3)
|
|
T1-F23
|
$ 8,833,693.30
|
(2)
|
|
T1-V23
|
$ 8,833,693.30
|
(3)
|
|
T1-F24
|
$ 8,018,426.22
|
(2)
|
|
T1-V24
|
$ 8,018,426.22
|
(3)
|
|
T1-F25
|
$ 7,197,901.87
|
(2)
|
|
T1-V25
|
$ 7,197,901.87
|
(3)
|
|
T1-F26
|
$ 6,431,867.63
|
(2)
|
|
T1-V26
|
$ 6,431,867.63
|
(3)
|
|
T1-F27
|
$ 5,587,073.14
|
(2)
|
|
T1-V27
|
$ 5,587,073.14
|
(3)
|
|
T1-F28
|
$ 4,652,823.36
|
(2)
|
|
T1-V28
|
$ 4,652,823.36
|
(3)
|
|
T1-F29
|
$ 4,496,240.68
|
(2)
|
|
T1-V29
|
$ 4,496,240.68
|
(3)
|
|
T1-F30
|
$ 45,736,941.17
|
(2)
|
|
T1-V30
|
$ 45,736,941.17
|
(3)
|
|
T1-F31
|
$ 2,571,859.74
|
(2)
|
|
T1-V31
|
$ 2,571,859.74
|
(3)
|
|
T1-F32
|
$ 2,497,290.22
|
(2)
|
|
T1-V32
|
$ 2,497,290.22
|
(3)
|
|
T1-F33
|
$ 2,424,790.15
|
(2)
|
|
T1-V33
|
$ 2,424,790.15
|
(3)
|
|
T1-F34
|
$ 2,354,467.90
|
(2)
|
|
T1-V34
|
$ 2,354,467.90
|
(3)
|
|
T1-F35
|
$ 2,286,142.41
|
(2)
|
|
T1-V35
|
$ 2,286,142.41
|
(3)
|
|
T1-F36
|
$ 4,378,475.37
|
(2)
|
|
T1-V36
|
$ 4,378,475.37
|
(3)
|
|
T1-F37
|
$ 2,071,788.94
|
(2)
|
|
T1-V37
|
$ 2,071,788.94
|
(3)
|
|
T1-F38
|
$ 2,012,566.90
|
(2)
|
|
T1-V38
|
$ 2,012,566.90
|
(3)
|
|
T1-F39
|
$ 1,955,025.61
|
(2)
|
|
T1-V39
|
$ 1,955,025.61
|
(3)
|
|
T1-F40
|
$ 1,899,117.62
|
(2)
|
|
T1-V40
|
$ 1,899,117.62
|
(3)
|
|
T1-F41
|
$ 1,844,796.84
|
(2)
|
|
T1-V41
|
$ 1,844,796.84
|
(3)
|
|
T1-F42
|
$ 1,792,018.40
|
(2)
|
|
T1-V42
|
$ 1,792,018.40
|
(3)
|
|
T1-F43
|
$ 1,740,738.75
|
(2)
|
|
T1-V43
|
$ 1,740,738.75
|
(3)
|
|
T1-F44
|
$ 1,690,915.57
|
(2)
|
|
T1-V44
|
$ 1,690,915.57
|
(3)
|
|
T1-F45
|
$ 1,642,507.68
|
(2)
|
|
T1-V45
|
$ 1,642,507.68
|
(3)
|
|
T1-F46
|
$ 1,595,475.12
|
(2)
|
|
T1-V46
|
$ 1,595,475.12
|
(3)
|
|
T1-F47
|
$ 1,549,779.00
|
(2)
|
|
T1-V47
|
$ 1,549,779.00
|
(3)
|
|
T1-F48
|
$ 1,505,381.56
|
(2)
|
|
T1-V48
|
$ 1,505,381.56
|
(3)
|
|
T1-F49
|
$ 1,462,246.08
|
(2)
|
|
T1-V49
|
$ 1,462,246.08
|
(3)
|
|
T1-F50
|
$ 1,420,336.93
|
(2)
|
|
T1-V50
|
$ 1,420,336.93
|
(3)
|
|
T1-F51
|
$ 1,379,619.40
|
(2)
|
|
T1-V51
|
$ 1,379,619.40
|
(3)
|
|
T1-F52
|
$ 1,340,059.80
|
(2)
|
|
T1-V52
|
$ 1,340,059.80
|
(3)
|
|
T1-F53
|
$ 1,301,625.40
|
(2)
|
|
T1-V53
|
$ 1,301,625.40
|
(3)
|
|
T1-F54
|
$ 1,264,284.38
|
(2)
|
|
T1-V54
|
$ 1,264,284.38
|
(3)
|
|
T1-F55
|
$ 1,228,005.79
|
(2)
|
|
T1-V55
|
$ 1,228,005.79
|
(3)
|
|
T1-F56
|
$ 1,192,759.61
|
(2)
|
|
T1-V56
|
$ 1,192,759.61
|
(3)
|
|
T1-F57
|
$ 1,158,576.64
|
(2)
|
|
T1-V57
|
$ 1,158,576.64
|
(3)
|
|
T1-F58
|
$ 1,125,305.43
|
(2)
|
|
T1-V58
|
$ 1,125,305.43
|
(3)
|
|
T1-F59
|
$ 1,093,005.11
|
(2)
|
|
T1-V59
|
$ 1,093,005.11
|
(3)
|
|
T1-F60
|
$ 1,061,600.58
|
(2)
|
|
T1-V60
|
$ 1,061,600.58
|
(3)
|
|
T1-F61
|
$ 1,031,090.57
|
(2)
|
|
T1-V61
|
$ 1,031,090.57
|
(3)
|
|
T1-F62
|
$ 1,001,449.73
|
(2)
|
|
T1-V62
|
$ 1,001,449.73
|
(3)
|
|
T1-F63
|
$
972,653.46
|
(2)
|
|
T1-V63
|
$
972,653.46
|
(3)
|
|
T1-F64
|
$
944,677.85
|
(2)
|
|
T1-V64
|
$
944,677.85
|
(3)
|
|
T1-F65
|
$
917,499.66
|
(2)
|
|
T1-V65
|
$
917,499.66
|
(3)
|
|
T1-F66
|
$
891,096.29
|
(2)
|
|
T1-V66
|
$
891,096.29
|
(3)
|
|
T1-F67
|
$
865,445.81
|
(2)
|
|
T1-V67
|
$
865,445.81
|
(3)
|
|
T1-F68
|
$
840,526.87
|
(2)
|
|
T1-V68
|
$
840,526.87
|
(3)
|
|
T1-F69
|
$
816,318.75
|
(2)
|
|
T1-V69
|
$
816,318.75
|
(3)
|
|
T1-F70
|
$ 27,127,858.15
|
(2)
|
|
T1-V70
|
$ 27,127,858.15
|
(3)
|
|
T1-Arrearage
|
(5)
|
(5)
|
|
R-1
|
(4)
|
(4)
|
(1)
The interest rate with
respect to any Distribution Date (and the related Interest Period)
for the T1-A Interest is a per annum rate equal to the weighted
average of the Net Coupon Rates of all the Home Equity Loans as of
the first day of the related Remittance Period, weighted on their
outstanding loan balances of such day and adjusted to take into
account any prepayments occurring after such day that were
distributed in the prior calendar month (the “REMIC Net WAC
Rate”).
(2)
The interest rate with
respect to any Distribution Date (and the related Interest
Period) for each of these interests is a per annum rate equal to
the lesser of (i) 10.54%, and (ii) the product of (a) the REMIC Net
WAC Rate and (b) 2.
(3)
For any Distribution
Date (and the related Interest Period) the interest rate for
each of these Lower Tier Interests shall be the excess, if any, of
(i) the product of (a) the REMIC Net WAC Rate and (b) 2, over
(ii) 10.54%.
(4)
The R-I interest shall
not have a principal balance and shall not bear interest. The
R-I interest is hereby designated as the sole class of residual
interest in REMIC I.
(5)
The T1-Arrearage
interest shall not bear interest. The T1-Arrearage interest
shall have an Initial Principal Balance equal to the aggregate
Arrearage amount as of the Cut-off Date.
(6)
This interest shall have
an initial principal balance equal to the excess of the aggregate
outstanding principal balance of the Home Equity Loans as of the
Cut-off Date over the aggregate initial principal balance of each
other interest in REMIC I.
On the Business Day prior to each
Distribution Date, all Realized Losses and all payments of
principal shall be allocated in the following order of
priority:
(i)
First, to the T1-A interest until the
outstanding principal balance of such interest is reduced to zero,
and
(ii)
Second, to the outstanding T1 interest
with the lowest numerical denomination until such interest is
reduced to zero; provided that in the case of T1 interests with the
same numerical denomination, principal shall be allocated equally
between such interests.
On the Business Day prior to each
Distribution Date, all Prepayment Charges shall be allocated to the
Class T1-V70 interest and all amounts paid with respect to
unreimbursed Arrearages shall be allocated to the Class
T1-Arrearage interest.
(f)
REMIC II:
The following table sets forth the
designations, principal balances, and interest rates for each
interest in REMIC II, each of which (other than the R-2 interest)
is hereby designated as a regular interest in REMIC II (the
“REMIC II Regular Interests”):
|
|
|
|
|
|
|
Initial Principal Balance of REMIC Interest
|
|
Corresponding Class
of REMIC III Interest
|
|
T2-AV-1 (4)
|
(5)
|
(1)
|
AV-1
|
|
T2-AV-2 (4)
|
(5)
|
(1)
|
AV-2
|
|
T2-AV-3 (4)
|
(5)
|
(1)
|
AV-3
|
|
T2-AV-4 (4)
|
(5)
|
(1)
|
AV-4
|
|
T2-M1 (4)
|
(5)
|
(1)
|
M-1
|
|
T2-M2 (4)
|
(5)
|
(1)
|
M-2
|
|
T2-M3 (4)
|
(5)
|
(1)
|
M-3
|
|
T2-M4 (4)
|
(5)
|
(1)
|
M-4
|
|
T2-M4 (4)
|
(5)
|
(1)
|
M-5
|
|
T2-M6 (4)
|
(5)
|
(1)
|
M-6
|
|
T2-M7 (4)
|
(5)
|
(1)
|
M-7
|
|
T2-M8 (4)
|
(5)
|
(1)
|
M-8
|
|
T2-M9 (4)
|
(5)
|
(1)
|
M-9
|
|
T2-M10 (4)
|
(5)
|
(1)
|
M-10
|
|
T2-Accrual Interest
|
(6)
|
(1)
|
N/A
|
|
T2-IO
|
(2)
|
(2)
|
N/A
|
|
T2-Arrearage
|
(7)
|
(7)
|
Arrearage
|
|
R-2
|
(3)
|
(3)
|
N/A
|
(1)
The interest rate for each of these
interests (the “REMIC Maximum Rate”) with respect to
any Distribution Date (and the related Interest Period) is a per
annum rate equal to the weighted average of the interest rates on
the REMIC I Regular Interests, provided , however ,
that for any Distribution Date on which the Class T2-IO Interest is
entitled to a portion of the interest accruals on a REMIC I
interest having an “F” in its class designation, as
described in footnote two below, such weighted average shall be
computed by first subjecting the rate on such REMIC I interest to a
cap equal to the product of the interest rate used to compute the
Swap Counterparty Payment adjusted to reflect the day count
convention used for such interest rate (“Swap LIBOR”)
for such Distribution Date and 2 (the “REMIC II Net
WAC”).
(2)
The Class T2-IO is an interest only class
that does not have a principal balance. For only those
Distribution Dates listed in the first column in the table below,
the Class T2-IO shall be entitled to interest accrued on the REMIC
I interest listed in the second column in the table below at a per
annum rate equal to the excess, if any, of (i) the interest rate
for such REMIC I interest for such Distribution Date over (ii) the
product of Swap LIBOR for such Distribution Date and 2.
|
|
|
|
Distribution
Dates
|
REMIC I Class
Designation
|
|
1
|
Class T1-F1 through T1-F70
|
|
2
|
Class T1-F2 through T1-F70
|
|
3
|
Class T1-F3 through T1-F70
|
|
4
|
Class T1-F4 through T1-F70
|
|
5
|
Class T1-F5 through T1-F70
|
|
6
|
Class T1-F6 through T1-F70
|
|
7
|
Class T1-F7 through T1-F70
|
|
8
|
Class T1-F8 through T1-F70
|
|
9
|
Class T1-F9 through T1-F70
|
|
10
|
Class T1-F10 through T1-F70
|
|
11
|
Class T1-F11 through T1-F70
|
|
12
|
Class T1-F12 through T1-F70
|
|
13
|
Class T1-F13 through T1-F70
|
|
14
|
Class T1-F14 through T1-F70
|
|
15
|
Class T1-F15 through T1-F70
|
|
16
|
Class T1-F16 through T1-F70
|
|
17
|
Class T1-F17 through T1-F70
|
|
18
|
Class T1-F18 through T1-F70
|
|
19
|
Class T1-F19 through T1-F70
|
|
20
|
Class T1-F20 through T1-F70
|
|
21
|
Class T1-F21 through T1-F70
|
|
22
|
Class T1-F22 through T1-F70
|
|
23
|
Class T1-F23 through T1-F70
|
|
24
|
Class T1-F24 through T1-F70
|
|
25
|
Class T1-F25 through T1-F70
|
|
26
|
Class T1-F26 through T1-F70
|
|
27
|
Class T1-F27 through T1-F70
|
|
28
|
Class T1-F28 through T1-F70
|
|
29
|
Class T1-F29 through T1-F70
|
|
30
|
Class T1-F30 through T1-F70
|
|
31
|
Class T1-F31 through T1-F70
|
|
32
|
Class T1-F32 through T1-F70
|
|
33
|
Class T1-F33 through T1-F70
|
|
34
|
Class T1-F34 through T1-F70
|
|
35
|
Class T1-F35 through T1-F70
|
|
36
|
Class T1-F36 through T1-F70
|
|
37
|
Class T1-F38 through T1-F70
|
|
38
|
Class T1-F37 through T1-F70
|
|
39
|
Class T1-F39 through T1-F70
|
|
40
|
Class T1-F40 through T1-F70
|
|
41
|
Class T1-F41 through T1-F70
|
|
42
|
Class T1-F42 through T1-F70
|
|
43
|
Class T1-F43 through T1-F70
|
|
44
|
Class T1-F44 through T1-F70
|
|
45
|
Class T1-F45 through T1-F70
|
|
46
|
Class T1-F46 through T1-F70
|
|
47
|
Class T1-F47 through T1-F70
|
|
48
|
Class T1-F48 through T1-F70
|
|
49
|
Class T1-F49 through T1-F70
|
|
50
|
Class T1-F50 through T1-F70
|
|
51
|
Class T1-F51 through T1-F70
|
|
52
|
Class T1-F52 through T1-F70
|
|
53
|
Class T1-F53 through T1-F70
|
|
54
|
Class T1-F54 through T1-F70
|
|
55
|
Class T1-F55 through T1-F70
|
|
56
|
Class T1-F56 through T1-F70
|
|
57
|
Class T1-F57 through T1-F70
|
|
58
|
Class T1-F58 through T1-F70
|
|
59
|
Class T1-F59 through T1-F70
|
|
60
|
Class T1-F60 through T1-F70
|
|
61
|
Class T1-F61 through T1-F70
|
|
62
|
Class T1-F62 through T1-F70
|
|
63
|
Class T1-F63 through T1-F70
|
|
64
|
Class T1-F64 through T1-F70
|
|
65
|
Class T1-F65 through T1-F70
|
|
66
|
Class T1-F66 through T1-F70
|
|
67
|
Class T1-F67 through T1-F70
|
|
68
|
Class T1-F68 through T1-F70
|
|
69
|
Class T1-F69 through T1-F70
|
|
70
|
Class T1-F70
|
(3)
The R-2 interest shall not have a
principal amount and shall not bear interest. The R-2
interest is hereby designated as the sole class of residual
interest in REMIC II.
(4)
This interest is a REMIC II Accretion
Directed Class.
(5)
This interest shall have an Initial
Principal Balance equal to one-half of the initial Class Principal
Balance of its Corresponding Class of Interests in the Master
REMIC.
(6)
This interest shall have an Initial
Principal Balance equal to the excess of (i) the aggregate loan
balance of the Home Equity Loans over (ii) the aggregate Initial
Class Principal Balance of the REMIC II Accretion Directed
Classes.
(7)
This interest shall not bear interest and
have an Initial Principal Balance equal to the Initial Principal
Balance of the T1-Arrearage interest.
On the Business Day prior to each
Distribution Date, interest shall be allocated with respect to the
interests in REMIC II based on the above-described interest rates,
provided however , that interest that accrues on the
T2-Accrual Interest shall be deferred to the extent necessary to
make the distributions of principal described below. Any
interest so deferred shall itself bear interest at the interest
rate for the T2-Accrual Interest.
On the Business Day prior to each
Distribution Date the principal distributed on the REMIC interests
(together with an amount equal to the interest deferred on the
T2-Accrual Interest for such Distribution Date) shall be
distributed, and Realized Losses shall be allocated, among the
interests in REMIC II in the following order of
priority:
(i)
First, to each interest in REMIC II
having a Corresponding Class in the Master REMIC until the
outstanding principal amount of each such interest equals one-half
of the outstanding principal amount of such Corresponding Class for
such interest immediately after such Distribution Date;
and
(ii)
Second, to the T2-Accrual Interest, any
remaining amounts.
On the Business Day prior to each
Distribution Date, all Prepayment Charges distributed to the T1-V70
interest shall be distributed to the Class T2-Accrual Interest and
all amounts paid with respect to unreimbursed Arrearages to the
T1-Arrearage interest shall be distributed to the T2-Arrearage
interest.
(g)
The Master REMIC. The Class AV-1,
Class AV-2, Class AV-3, Class AV-4, 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 and Class X-IO Certificates are hereby designated
as “regular interests” with respect to the Master REMIC
(the “Master REMIC Regular Certificates”) and the R-III
Interest is hereby designated as the single “residual
interest” with respect to the Master REMIC.
The beneficial ownership interest in the
Master REMIC created hereunder shall be evidenced by the interests
having the following characteristics and terms:
|
|
|
|
|
|
|
Initial Certificate
Principal Balance
|
Certificate Interest Rate
|
|
|
Class AV-1
|
$291,546,000
|
(1)
|
March 2037
|
|
Class AV-2
|
$68,400,000
|
(2)
|
March 2037
|
|
Class AV-3
|
$131,949,000
|
(3)
|
March 2037
|
|
Class AV-4
|
$119,730,000
|
(4)
|
March 2037
|
|
Class M-1
|
$24,750,000
|
(5)
|
March 2037
|
|
Class M-2
|
$21,000,000
|
(6)
|
March 2037
|
|
Class M-3
|
$13,125,000
|
(7)
|
March 2037
|
|
Class M-4
|
$11,625,000
|
(8)
|
March 2037
|
|
Class M-5
|
$11,250,000
|
(9)
|
March 2037
|
|
Class M-6
|
$10,125,000
|
(10)
|
March 2037
|
|
Class M-7
|
$5,625,000
|
(11)
|
March 2037
|
|
Class M-8
|
$6,000,000
|
(12)
|
March 2037
|
|
Class M-9
|
$7,500,000
|
(13)
|
March 2037
|
|
Class M-10
|
$10,125,000
|
(14)
|
March 2037
|
|
Class X-IO
|
(15)
|
(16)
|
March 2037
|
|
Class P
|
(17)
|
(17)
|
April 2010
|
|
Class R
|
(18)
|
(18)
|
March 2037
|
|
|
|
|
|
|
|
|
|
|
(1)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.060% per
annum (or plus 0.120% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(2)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.120% per
annum (or plus 0.100% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(3)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.150% per
annum (or plus 0.300% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(4)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.460% per
annum (or plus 0.230% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(5)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.270% per
annum (or plus 0.405% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(6)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.280% per
annum (or plus 0.420% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(7)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.300% per
annum (or plus 0.450% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(8)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.370% per
annum (or plus 0.555% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(9)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.380% per
annum (or plus 0.570% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(10)
For each Interest Period, this Class
shall bear interest at the lesser of (i) LIBOR plus 0.450% per
annum (or plus 0.675% per annum for each Interest Period occurring
after the Clean-Up Call Date) and (ii) the Net WAC Cap. Any
entitlement to Net WAC Rate Carryovers shall not be an obligation
of any REMIC created hereunder. For purposes of the REMIC
Provisions, the reference to “Net WAC Cap” in the
Certificate Rate shall be deemed to be a reference to the REMIC II
Net WAC; therefore, on any Distribution Date on which the
Certificate Rate for any Certificate exceeds the REMIC II Net WAC
Rate, interest accruals based on such excess shall be treated as
having been paid from the Net WAC Cap Carryover Reserve Fund or the
Swap Account, as applicable; on any Distribution Date on which the
Certificate Rate on a Class of Certificates is based on the Net WAC
Cap, the amount of interest that would have accrued on such Class
of Certificates if the REMIC II Net WAC Rate were substituted for
the Net WAC Rate shall be treated as having been paid by the holder
of such Certificate to the Swap Account, all pursuant to and as
further provided in Section 7.12(e) hereof.
(11)
