Preview
FILED: NEW YORK COUNTY CLERK 10/03/2014 02:43 PM INDEX NO. 650337/2013
NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/03/2014
Exhibit B
NOMURA HOME EQUITY LOAN, INC.,
Depositor
NOMURA CREDIT & CAPITAL, INC.,
Sponsor
OCWEN LOAN SERVICING, LLC
EQUITY ONE, INC.
SELECT PORTFOLIO SERVICING, INC.
S ervicers
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Master Servicer and Securities Administrator
and
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 2007
NOMURA HOME EQUITY LOAN, INC.
ASSET-BACKED CERTIFICATES, SERIES 2007-2
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS 13
Section 1.01 Defined Terms. 13
Section 1.02 Allocation of Certain Interest Shortfalls. 72
ARTICLE II CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES74
Section 2.01 Conveyance of Trust Fund 74
Section 2.02 Acceptance of the Mortgage Loans. 75
Section 2.03 Representations, Warranties and Covenants of the Servicers, the Sponsor
and the Master Servicer. 77
Section 2.04 Representations and Warranties of the Depositor 87
Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and
Repurchases. 88
Section 2.06 Issuance of the REMIC I Regular Interests. 89
Section 2.07 Conveyance of the REMIC I Regular Interests; Issuance and Conveyance
of the REMIC II Regular Interests, the Class X Interest, the Class P
Interest and the Class I0 Interest. 89
Section 2.08 Issuance of Class R Certificates and Class R-X Certificates. 91
Section 2.09 Establishment of Trust. 91
Section 2.10 Purpose and Powers of the Trust. 91
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS;
ACCOUNTS 93
Section 3.01 Servicers to act as Servicers of the Mortgage Loans. 93
Section 3.02 Due-on-Sale Clauses; Assumption Agreements. 95
Section 3.03 Subservicers. 96
Section 3.04 Documents, Records and Funds in Possession of the Servicers To Be Held
for Trustee. 98
Section 3.05 Maintenance of Hazard Insurance. 99
Section 3.06 Presentment of Claims and Collection of Proceeds. 100
Section 3.07 Maintenance of Insurance Policies. 100
Section 3.08 Reserved 101
Section 3.09 Realization Upon Defaulted Mortgage Loans; Determination of Excess
Liquidation Proceeds and Realized Losses; Repurchases of Certain
Mortgage Loans. 101
Section 3.10 Servicing Compensation. 103
Section 3.11 REO Property. 104
Section 3.12 Liquidation Reports. 104
Section 3.15 Books and Records. 108
Section 3.16 The Trustee. 108
Section 3.17 REMIC-Related Covenants. 109
Section 3.19 Release of Mortgage Files. 111
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Section 3.20 Documents, Records and Funds in Possession of the Servicers to be held
for Trustee. 112
Section 3.21 Possession of Certain Insurance Policies and Documents. 112
Section 3.22 [Reserved]. 112
Section 3.23 UCC. 112
Section 3.24 Optional Purchase of Defaulted Mortgage Loans; Optional Purchase of
Certain Mortgage Loans. 112
Section 3.25 [Reserved]. 113
Section 3.26 Collection of Mortgage Loan Payments; Custodial Accounts 113
Section 3.27 Permitted Withdrawals From the Custodial Accounts 115
Section 3.28 Reports to Master Servicer 118
Section 3.29 Collection of Taxes; Assessments and Similar Items; Escrow Accounts. 118
Section 3.30 Adjustments to Mortgage Rate and Scheduled Payment. 119
Section 3.31 Distribution Account 119
Section 3.32 Permitted Withdrawals and Transfers from the Distribution Account. 120
Section 3.33 Credit Risk Management Services and Reports; Reliability of Data 122
Section 3.34 Intellectual Property and Confidentiality 123
Section 3.35 Limitation Upon Liability of Credit Risk Manager; Indemnification. 123
Section 3.36 Resignation or Removal of Credit Risk Manager. 124
ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE
LOANS 125
Section 4.01 The Master Servicer. 125
Section 4.02 Monitoring of the Servicers. 126
Section 4.03 Fidelity Bond. 127
Section 4.04 Power to Act; Procedures 127
Section 4.05 Due-on-Sale Clauses; Assumption Agreements. 128
Section 4.06 Documents, Records and Funds in Possession of Master Servicer To Be
Held for Trustee. 129
Section 4.07 Standard Hazard Insurance and Flood Insurance Policies. 129
Section 4.08 Presentment of Claims and Collection of Proceeds. 130
Section 4.09 Maintenance of the Primary Mortgage Insurance Policies. 130
Section 4.10 Trustee to Retain Possession of Certain Insurance Policies and
Documents. 131
Section 4.11 Realization Upon Defaulted Loans 131
Section 4.12 Compensation for the Master Servicer. 131
Section 4.13 REO Property. 131
Section 4.14 Obligation of the Master Servicer in Respect of Prepayment Interest
Shortfalls. 132
ARTICLE V ADVANCES AND DISTRIBUTIONS 133
Section 5.01 Advances; Advance Facility. 133
Section 5.02 Compensating Interest Payments. 137
Section 5.03 REMIC Distributions. 137
Section 5.04 Distributions 138
Section 5.05 Allocation of Realized Losses. 150
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Section 5.06 Monthly Statements to Certificateholders. 152
Section 5.07 REMIC Designations, REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC V and REMIC VI Allocations. 156
Section 5.08 Prepayment Charges. 158
Section 5.09 Class P Certificate Account. 159
Section 5.10 [Reserved]. 159
Section 5.11 Basis Risk Shortfall Reserve Fund. 159
Section 5.12 Supplemental Interest Trust. 160
Section 5.13 Tax Treatment of Swap Payments and Swap Termination Payments. 165
Section 5.14 Reports Filed with Securities and Exchange Commission. 166
Section 5.15 Derivatives Collateral Account 171
ARTICLE VI THE CERTIFICATES 173
Section 6.01 The Certificates. 173
Section 6.02 Certificate Register; Registration of Transfer and Exchange of
Certificates. 174
Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. 181
Section 6.04 Persons Deemed Owners. 181
Section 6.05 Access to List of Certificateholders' Names and Addresses. 182
Section 6.06 Book-Entry Certificates. 182
Section 6.07 Notices to Depository. 183
Section 6.08 Definitive Certificates. 183
Section 6.09 Maintenance of Office or Agency 184
ARTICLE VII THE DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER 185
Section 7.01 Liabilities of the Depositor, the Servicers and the Master Servicer. 185
Section 7.02 Merger or Consolidation of the Depositor, the Servicers or the Master
Servicer. 185
Section 7.03 Indemnification by Depositor, the Servicers and Servicing Function
Participants 185
Section 7.04 Limitations on Liability of the Depositor, the Securities Administrator, the
Master Servicer, the Servicers and Others. 187
Section 7.05 The Servicers Not to Resign. 188
Section 7.06 Appointment of Special Servicer; Termination of the Servicer 189
Section 7.07 Limitation on Resignation of the Master Servicer. 190
Section 7.08 Assignment of Master Servicing 190
Section 7.09 Rights of the Depositor in Respect of the Servicers and the Master
Servicer. 190
ARTICLE VIII DEFAULT; TERMINATION OF SERVICER AND MASTER SERVICER 192
Section 8.01 Events of Default. 192
Section 8.02 Master Servicer to Act; Appointment of Successor 196
Section 8.03 Notification to Certificateholders. 199
Section 8.04 Waiver of Servicer Defaults and Master Servicer Defaults 199
ARTICLE IX CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR 200
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Section 9.01 Duties of Trustee and Securities Administrator. 200
Section 9.02 Certain Matters Affecting the Trustee and Securities Administrator. 202
Section 9.03 Trustee and Securities Administrator not Liable for Certificates or
Mortgage Loans. 205
Section 9.04 Trustee and Securities Administrator May Own Certificates. 205
Section 9.05 Fees and Expenses of Trustee and Securities Administrator. 205
Section 9.06 Eligibility Requirements for Trustee and Securities Administrator. 206
Section 9.07 Resignation and Removal of Trustee and Securities Administrator. 206
Section 9.08 Successor Trustee or Securities Administrator. 207
Section 9.09 Merger or Consolidation of Trustee or Securities Administrator. 208
Section 9.10 Appointment of Co-Trustee or Separate Trustee. 208
Section 9.11 Appointment of Office or Agency. 209
Section 9.12 Representations and Warranties 210
Section 9.13 Tax Matters. 210
ARTICLE X TERMINATION 214
Section 10.01 Termination upon Liquidation or Repurchase of all Mortgage Loans. 214
Section 10.02 Final Distribution on the Certificates 216
Section 10.03 Additional Termination Requirements. 217
ARTICLE XI MISCELLANEOUS PROVISIONS 219
Section 11.01 Amendment 219
Section 11.02 Recordation of Agreement; Counterparts. 220
Section 11.03 Governing Law. 221
Section 11.04 Intention of Parties. 221
Section 11.05 Notices. 221
Section 11.06 Severability of Provisions. 223
Section 11.07 Assignment. 223
Section 11.08 Limitation on Rights of Certificateholders. 223
Section 11.09 Certificates Nonassessable and Fully Paid. 224
Section 11.10 Third Party Beneficiaries. 224
Section 11.11 Intention of the Parties and Interpretation. 224
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Exhibits
Exhibit A-1 Form of Class [I] [II]-A-[1][2][3][4] Certificates
Exhibit A-2 Form of Class M-[1][2][3][4][5][6][7][8][9] Certificates
Exhibit A-3 Form of Class B-[1][2] Certificates
Exhibit A-4 Form of Class X Certificates
Exhibit A-5 Form of Class P Certificates
Exhibit A-6 Form of Class R[-X] Certificates
Exhibit B Mortgage Loan Schedule
Exhibit C Mortgage Loan Purchase Agreement
Exhibit D Form of Transfer Affidavit
Exhibit E Form of Transferor Certificate
Exhibit F Form of Investment Letter (Non-Rule 144A)
Exhibit G Form of Rule 144A Investment Letter
Exhibit H Form of Additional Disclosure Notification
Exhibit I DTC Letter of Representations
Exhibit J Schedule of Mortgage Loans with Lost Notes
Exhibit K Prepayment Charge Schedule
Exhibit L Relevant Servicing Criteria
Exhibit M Form of Back-up Certification
Exhibit N Reporting Responsibility
Exhibit 0 Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.7 Revised
Exhibit P Basis Risk Cap Agreement
Exhibit Q Interest Rate Swap Agreement
Exhibit R Interest Rate Cap Agreement
Exhibit S Form of Power of Attorney
Exhibit T Assignment Agreement
Exhibit X-1 Form of Schedule of Default Loan Data
Exhibit X-2 Form of Schedule of Realized Losses/Gains
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POOLING AND SERVICING AGREEMENT, dated as of January 1, 2007, among
NOMURA HOME EQUITY LOAN, INC., a Delaware corporation, as depositor (the
"Depositor"), NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in
such capacity, the "Sponsor"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as master servicer (the "Master Servicer") and securities
administrator (the "Securities Administrator"), OCWEN LOAN SERVICNG, LLC, a Delaware
limited liability corporation, as a servicer ("Ocwen" or a "Servicer"), EQUITY ONE, INC., a
Delaware corporation, as a servicer ("Equity One" or a "Servicer"), SELECT PORTFOLIO
SERVICING, INC., a Utah corporation, as a servicer ("SPS" or a "Servicer") and HSBC BANK,
USA, NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity, but solely as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in
return for the Certificates.
REMIC I
As provided herein, the Securities Administrator will make an election to treat the
segregated pool of assets consisting of the Trust Fund (exclusive of the Basis Risk Cap
Agreement, the Basis Risk Shortfall Reserve Fund and, for the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement and the Interest Rate Cap Agreement) as a
REMIC for federal income tax purposes, and such segregated pool of assets will be designated as
"REMIC I". The Class R-I Interest will represent the sole class of "residual interests" in REMIC
I for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Uncertificated REMIC I
Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of
the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated.
Uncertificated REMIC I Initial Certificate Assumed Final
Designation Pass-Through Rate Principal Balance Maturity Date(1)
I (2) $ 194,790,228.95 January 25, 2037
I-1-A (2) $ 15,655,500.00 January 25, 2037
I-1-B (2) $ 15,655,500.00 January 25, 2037
I-2-A (2) $ 15,519,500.00 January 25, 2037
I-2-B (2) $ 15,519,500.00 January 25, 2037
I-3-A (2) $ 15,266,000.00 January 25, 2037
I-3-B (2) $ 15,266,000.00 January 25, 2037
I-4-A (2) $ 14,983,500.00 January 25, 2037
I-4-B (2) $ 14,983,500.00 January 25, 2037
I-5-A (2) $ 14,398,500.00 January 25, 2037
I-5-B (2) $ 14,398,500.00 January 25, 2037
I-6-A (2) $ 13,781,500.00 January 25, 2037
I-6-B (2) $ 13,781,500.00 January 25, 2037
6
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Uncertificated REMIC I Initial Certificate Assumed Final
Designation Pass-Through Rate Principal Balance Maturity Date(1)
I-7-A (2) $ 13,167,500.00 January 25, 2037
I-7-B (2) $ 13,167,500.00 January 25, 2037
I-8-A (2) $ 12,599,500.00 January 25, 2037
I-8-B (2) $ 12,599,500.00 January 25, 2037
I-9-A (2) $ 12,022,500.00 January 25, 2037
I-9-B (2) $ 12,022,500.00 January 25, 2037
I-10-A (2) $ 11,736,000.00 January 25, 2037
I-10-B (2) $ 11,736,000.00 January 25, 2037
I-11-A (2) $ 12,435,500.00 January 25, 2037
I-11-B (2) $ 12,435,500.00 January 25, 2037
I-12-A (2) $ 27,387,000.00 January 25, 2037
I-12-B (2) $ 27,387,000.00 January 25, 2037
I-13-A (2) $ 45,886,000.00 January 25, 2037
I-13-B (2) $ 45,886,000.00 January 25, 2037
I-14-A (2) $ 14,757,500.00 January 25, 2037
I-14-B (2) $ 14,757,500.00 January 25, 2037
I-15-A (2) $ 8,324,000.00 January 25, 2037
I-15-B (2) $ 8,324,000.00 January 25, 2037
I-16-A (2) $ 40,097,500.00 January 25, 2037
I-16-B (2) $ 40,097,500.00 January 25, 2037
I-17-A (2) $ 9,322,500.00 January 25, 2037
I-17-B (2) $ 9,322,500.00 January 25, 2037
I-18-A (2) $ 3,730,500.00 January 25, 2037
I-18-B (2) $ 3,730,500.00 January 25, 2037
I-19-A (2) $ 3,368,500.00 January 25, 2037
I-19-B (2) $ 3,368,500.00 January 25, 2037
I-20-A (2) $ 3,097,500.00 January 25, 2037
I-20-B (2) $ 3,097,500.00 January 25, 2037
I-21-A (2) $ 2,672,500.00 January 25, 2037
I-21-B (2) $ 2,672,500.00 January 25, 2037
I-22-A (2) $ 2,604,000.00 January 25, 2037
I-22-B (2) $ 2,604,000.00 January 25, 2037
I-23-A (2) $ 2,492,500.00 January 25, 2037
I-23-B (2) $ 2,492,500.00 January 25, 2037
I-24-A (2) $ 4,382,000.00 January 25, 2037
I-24-B (2) $ 4,382,000.00 January 25, 2037
I-25-A (2) $ 4,960,000.00 January 25, 2037
I-25-B (2) $ 4,960,000.00 January 25, 2037
I-26-A (2) $ 2,563,000.00 January 25, 2037
I-26-B (2) $ 2,563,000.00 January 25, 2037
I-27-A (2) $ 1,997,500.00 January 25, 2037
I-27-B (2) $ 1,997,500.00 January 25, 2037
I-28-A (2) $ 3,184,000.00 January 25, 2037
I-28-B (2) $ 3,184,000.00 January 25, 2037
I-29-A (2) $ 2,146,000.00 January 25, 2037
I-29-B (2) $ 2,146,000.00 January 25, 2037
I-30-A (2) $ 1,273,000.00 January 25, 2037
7
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Uncertificated REMIC I Initial Certificate Assumed Final
Designation Pass-Through Rate Principal Balance Maturity Date(1)
I-30-B (2) $ 1,273,000.00 January 25, 2037
I-31-A (2) $ 1,224,000.00 January 25, 2037
I-31-B (2) $ 1,224,000.00 January 25, 2037
I-32-A (2) $ 1,177,000.00 January 25, 2037
I-32-B (2) $ 1,177,000.00 January 25, 2037
1-33-A (2) $ 1,132,000.00 January 25, 2037
I-33-B (2) $ 1,132,000.00 January 25, 2037
1-34-A (2) $ 1,088,500.00 January 25, 2037
I-34-B (2) $ 1,088,500.00 January 25, 2037
1-35-A (2) $ 1,047,000.00 January 25, 2037
I-35-B (2) $ 1,047,000.00 January 25, 2037
I-36-A (2) $ 1,006,500.00 January 25, 2037
I-36-B (2) $ 1,006,500.00 January 25, 2037
I-37-A (2) $ 968,500.00 January 25, 2037
1-37-B (2) $ 968,500.00 January 25, 2037
I-38-A (2) $ 931,000.00 January 25, 2037
1-38-B (2) $ 931,000.00 January 25, 2037
1-39-A (2) $ 895,500.00 January 25, 2037
1-39-B (2) $ 895,500.00 January 25, 2037
1-40-A (2) $ 868,000.00 January 25, 2037
I-40-B (2) $ 868,000.00 January 25, 2037
1-41-A (2) $ 828,000.00 January 25, 2037
I-41-B (2) $ 828,000.00 January 25, 2037
1-42-A (2) $ 796,500.00 January 25, 2037
1-42-B (2) $ 796,500.00 January 25, 2037
I-43-A (2) $ 777,500.00 January 25, 2037
I-43-B (2) $ 777,500.00 January 25, 2037
I-44-A (2) $ 736,000.00 January 25, 2037
I-44-B (2) $ 736,000.00 January 25, 2037
I-45-A (2) $ 708,000.00 January 25, 2037
I-45-B (2) $ 708,000.00 January 25, 2037
1-46-A (2) $ 704,500.00 January 25, 2037
I-46-B (2) $ 704,500.00 January 25, 2037
I-47-A (2) $ 684,500.00 January 25, 2037
I-47-B (2) $ 684,500.00 January 25, 2037
I-48-A (2) $ 630,500.00 January 25, 2037
1-48-B (2) $ 630,500.00 January 25, 2037
1-49-A (2) $ 673,000.00 January 25, 2037
1-49-B (2) $ 673,000.00 January 25, 2037
1-50-A (2) $ 597,500.00 January 25, 2037
I-50-B (2) $ 597,500.00 January 25, 2037
1-51-A (2) $ 574,000.00 January 25, 2037
1-51-B (2) $ 574,000.00 January 25, 2037
1-52-A (2) $ 651,000.00 January 25, 2037
I-52-B (2) $ 651,000.00 January 25, 2037
I-53-A (2) $ 534,500.00 January 25, 2037
I-53-B (2) $ 534,500.00 January 25, 2037
8
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Uncertificated REMIC I Initial Certificate Assumed Final
Designation Pass-Through Rate Principal Balance Maturity Date(I)
I-54-A (2) $ 12,874,500.00 January 25, 2037
I-54-B (2) $ 12,874,500.00 January 25, 2037
P (3) $ 100.00 January 25, 2037
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage Loan with
the latest maturity date has been designated as the "latest possible maturity date" for
each REMIC I Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated REMIC I Pass-Through
Rate" herein.
(3) The REMIC I Regular Interest LT-P will not be entitled to distributions of interest.
9
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REMIC II
As provided herein, the Securities Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC I Regular Interests) for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II
Interest will represent the sole class of "residual interests" in REMIC II for purposes of the
REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated
REMIC II Pass-Through Rate, the Initial Uncertificated Principal Balance, and for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC II Regular Interests. None of the REMIC II Regular Interests will be
certificated.
Uncertificated
Initial Uncertificated REMIC II Assumed Final Distribution
Designation Principal Balance Pass-Through Rate Date(I)
LT-AA $912,015,664.37 (2) January 25, 2037
LT-IA1 $3,588,470.00 (2) January 25, 2037
LT-IIA1 $2,207,640.00 (2) January 25, 2037
LT-IIA2 $263,330.00 (2) January 25, 2037
LT-IIA3 $657,310.00 (2) January 25, 2037
LT-IIA4 $216,430.00 (2) January 25, 2037
LT-M 1 $395,510.00 (2) January 25, 2037
LT-M2 $358,290.00 (2) January 25, 2037
LT-M3 $218,690.00 (2) January 25, 2037
LT-M4 $195,430.00 (2) January 25, 2037
LT-M5 $176,810.00 (2) January 25, 2037
LT-M6 $158,200.00 (2) January 25, 2037
LT-M7 $144,240.00 (2) January 25, 2037
LT-M8 $134,940.00 (2) January 25, 2037
LT-M9 $111,670.00 (2) January 25, 2037
LT-B 1 $130,280.00 (2) January 25, 2037
LT-ZZ $9,655,324.58 (2) January 25, 2037
(4)
LT-I0 (2) January 25, 2037
LT-P $100.00 January 25, 2037
(3)
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the
maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for
each REMIC II Regular Interest.
Calculated in accordance with the definition of "Uncertificated REMIC II Pass-Through Rate" herein.
The REMIC II Regular Interest LT-P will not be entitled to distributions of interest.
REMIC II Regular Interest LT-I0 will not have an Uncertificated Principal Balance, but will accrue interest on its
Uncertificated Notional Amount, as defined herein.
REMIC III
As provided herein, the Securities Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as "REMIC III". The
Class R-III Interest will represent the sole class of "residual interests" in REMIC III for purposes
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of the REMIC Provisions. The following table irrevocably sets forth the Class designation, Pass-
Through Rate and Initial Certificate Principal Balance for each Class of Certificates that
represents one or more of the "regular interests" in REMIC III created hereunder:
Initial Certificate Assumed Final Distribution
Class Designation Principal Balance Pass-Through Rate Date(I)
Class I-A-1 $358,847,000.00 Class I-A-1 Pass Through Rate January 25, 2037
Class II-A-1 $220,764,000.00 Class II-A-I Pass Through Rate January 25, 2037
Class II-A-2 $26,333,000.00 Class II-A-2 Pass Through Rate January 25, 2037
Class II-A-3 $65,731,000.00 Class II-A-3 Pass Through Rate January 25, 2037
Class II-A-4 $21,643,000.00 Class II-A-4 Pass Through Rate January 25, 2037
Class M-1
Preview
FILED: NEW YORK COUNTY CLERK 10/03/2014 02:43 PM INDEX NO. 650337/2013 NYSCEF DOC. NO. 77 RECEIVED NYSCEF: 10/03/2014 Exhibit B NOMURA HOME EQUITY LOAN, INC., Depositor NOMURA CREDIT & CAPITAL, INC., Sponsor OCWEN LOAN SERVICING, LLC EQUITY ONE, INC. SELECT PORTFOLIO SERVICING, INC. S ervicers WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of January 1, 2007 NOMURA HOME EQUITY LOAN, INC. ASSET-BACKED CERTIFICATES, SERIES 2007-2 [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 13 Section 1.01 Defined Terms. 13 Section 1.02 Allocation of Certain Interest Shortfalls. 72 ARTICLE II CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES74 Section 2.01 Conveyance of Trust Fund 74 Section 2.02 Acceptance of the Mortgage Loans. 75 Section 2.03 Representations, Warranties and Covenants of the Servicers, the Sponsor and the Master Servicer. 77 Section 2.04 Representations and Warranties of the Depositor 87 Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. 88 Section 2.06 Issuance of the REMIC I Regular Interests. 89 Section 2.07 Conveyance of the REMIC I Regular Interests; Issuance and Conveyance of the REMIC II Regular Interests, the Class X Interest, the Class P Interest and the Class I0 Interest. 89 Section 2.08 Issuance of Class R Certificates and Class R-X Certificates. 91 Section 2.09 Establishment of Trust. 91 Section 2.10 Purpose and Powers of the Trust. 91 ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS 93 Section 3.01 Servicers to act as Servicers of the Mortgage Loans. 93 Section 3.02 Due-on-Sale Clauses; Assumption Agreements. 95 Section 3.03 Subservicers. 96 Section 3.04 Documents, Records and Funds in Possession of the Servicers To Be Held for Trustee. 98 Section 3.05 Maintenance of Hazard Insurance. 99 Section 3.06 Presentment of Claims and Collection of Proceeds. 100 Section 3.07 Maintenance of Insurance Policies. 100 Section 3.08 Reserved 101 Section 3.09 Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans. 101 Section 3.10 Servicing Compensation. 103 Section 3.11 REO Property. 104 Section 3.12 Liquidation Reports. 104 Section 3.15 Books and Records. 108 Section 3.16 The Trustee. 108 Section 3.17 REMIC-Related Covenants. 109 Section 3.19 Release of Mortgage Files. 111 [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM Section 3.20 Documents, Records and Funds in Possession of the Servicers to be held for Trustee. 112 Section 3.21 Possession of Certain Insurance Policies and Documents. 112 Section 3.22 [Reserved]. 112 Section 3.23 UCC. 112 Section 3.24 Optional Purchase of Defaulted Mortgage Loans; Optional Purchase of Certain Mortgage Loans. 112 Section 3.25 [Reserved]. 113 Section 3.26 Collection of Mortgage Loan Payments; Custodial Accounts 113 Section 3.27 Permitted Withdrawals From the Custodial Accounts 115 Section 3.28 Reports to Master Servicer 118 Section 3.29 Collection of Taxes; Assessments and Similar Items; Escrow Accounts. 118 Section 3.30 Adjustments to Mortgage Rate and Scheduled Payment. 119 Section 3.31 Distribution Account 119 Section 3.32 Permitted Withdrawals and Transfers from the Distribution Account. 120 Section 3.33 Credit Risk Management Services and Reports; Reliability of Data 122 Section 3.34 Intellectual Property and Confidentiality 123 Section 3.35 Limitation Upon Liability of Credit Risk Manager; Indemnification. 123 Section 3.36 Resignation or Removal of Credit Risk Manager. 124 ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS 125 Section 4.01 The Master Servicer. 125 Section 4.02 Monitoring of the Servicers. 126 Section 4.03 Fidelity Bond. 127 Section 4.04 Power to Act; Procedures 127 Section 4.05 Due-on-Sale Clauses; Assumption Agreements. 128 Section 4.06 Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. 129 Section 4.07 Standard Hazard Insurance and Flood Insurance Policies. 129 Section 4.08 Presentment of Claims and Collection of Proceeds. 130 Section 4.09 Maintenance of the Primary Mortgage Insurance Policies. 130 Section 4.10 Trustee to Retain Possession of Certain Insurance Policies and Documents. 131 Section 4.11 Realization Upon Defaulted Loans 131 Section 4.12 Compensation for the Master Servicer. 131 Section 4.13 REO Property. 131 Section 4.14 Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls. 132 ARTICLE V ADVANCES AND DISTRIBUTIONS 133 Section 5.01 Advances; Advance Facility. 133 Section 5.02 Compensating Interest Payments. 137 Section 5.03 REMIC Distributions. 137 Section 5.04 Distributions 138 Section 5.05 Allocation of Realized Losses. 150 [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM Section 5.06 Monthly Statements to Certificateholders. 152 Section 5.07 REMIC Designations, REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI Allocations. 156 Section 5.08 Prepayment Charges. 158 Section 5.09 Class P Certificate Account. 159 Section 5.10 [Reserved]. 159 Section 5.11 Basis Risk Shortfall Reserve Fund. 159 Section 5.12 Supplemental Interest Trust. 160 Section 5.13 Tax Treatment of Swap Payments and Swap Termination Payments. 165 Section 5.14 Reports Filed with Securities and Exchange Commission. 166 Section 5.15 Derivatives Collateral Account 171 ARTICLE VI THE CERTIFICATES 173 Section 6.01 The Certificates. 173 Section 6.02 Certificate Register; Registration of Transfer and Exchange of Certificates. 174 Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates. 181 Section 6.04 Persons Deemed Owners. 181 Section 6.05 Access to List of Certificateholders' Names and Addresses. 182 Section 6.06 Book-Entry Certificates. 182 Section 6.07 Notices to Depository. 183 Section 6.08 Definitive Certificates. 183 Section 6.09 Maintenance of Office or Agency 184 ARTICLE VII THE DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER 185 Section 7.01 Liabilities of the Depositor, the Servicers and the Master Servicer. 185 Section 7.02 Merger or Consolidation of the Depositor, the Servicers or the Master Servicer. 185 Section 7.03 Indemnification by Depositor, the Servicers and Servicing Function Participants 185 Section 7.04 Limitations on Liability of the Depositor, the Securities Administrator, the Master Servicer, the Servicers and Others. 187 Section 7.05 The Servicers Not to Resign. 188 Section 7.06 Appointment of Special Servicer; Termination of the Servicer 189 Section 7.07 Limitation on Resignation of the Master Servicer. 190 Section 7.08 Assignment of Master Servicing 190 Section 7.09 Rights of the Depositor in Respect of the Servicers and the Master Servicer. 190 ARTICLE VIII DEFAULT; TERMINATION OF SERVICER AND MASTER SERVICER 192 Section 8.01 Events of Default. 192 Section 8.02 Master Servicer to Act; Appointment of Successor 196 Section 8.03 Notification to Certificateholders. 199 Section 8.04 Waiver of Servicer Defaults and Master Servicer Defaults 199 ARTICLE IX CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR 200 [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM Section 9.01 Duties of Trustee and Securities Administrator. 200 Section 9.02 Certain Matters Affecting the Trustee and Securities Administrator. 202 Section 9.03 Trustee and Securities Administrator not Liable for Certificates or Mortgage Loans. 205 Section 9.04 Trustee and Securities Administrator May Own Certificates. 205 Section 9.05 Fees and Expenses of Trustee and Securities Administrator. 205 Section 9.06 Eligibility Requirements for Trustee and Securities Administrator. 206 Section 9.07 Resignation and Removal of Trustee and Securities Administrator. 206 Section 9.08 Successor Trustee or Securities Administrator. 207 Section 9.09 Merger or Consolidation of Trustee or Securities Administrator. 208 Section 9.10 Appointment of Co-Trustee or Separate Trustee. 208 Section 9.11 Appointment of Office or Agency. 209 Section 9.12 Representations and Warranties 210 Section 9.13 Tax Matters. 210 ARTICLE X TERMINATION 214 Section 10.01 Termination upon Liquidation or Repurchase of all Mortgage Loans. 214 Section 10.02 Final Distribution on the Certificates 216 Section 10.03 Additional Termination Requirements. 217 ARTICLE XI MISCELLANEOUS PROVISIONS 219 Section 11.01 Amendment 219 Section 11.02 Recordation of Agreement; Counterparts. 220 Section 11.03 Governing Law. 221 Section 11.04 Intention of Parties. 221 Section 11.05 Notices. 221 Section 11.06 Severability of Provisions. 223 Section 11.07 Assignment. 223 Section 11.08 Limitation on Rights of Certificateholders. 223 Section 11.09 Certificates Nonassessable and Fully Paid. 224 Section 11.10 Third Party Beneficiaries. 224 Section 11.11 Intention of the Parties and Interpretation. 224 - iv - [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM Exhibits Exhibit A-1 Form of Class [I] [II]-A-[1][2][3][4] Certificates Exhibit A-2 Form of Class M-[1][2][3][4][5][6][7][8][9] Certificates Exhibit A-3 Form of Class B-[1][2] Certificates Exhibit A-4 Form of Class X Certificates Exhibit A-5 Form of Class P Certificates Exhibit A-6 Form of Class R[-X] Certificates Exhibit B Mortgage Loan Schedule Exhibit C Mortgage Loan Purchase Agreement Exhibit D Form of Transfer Affidavit Exhibit E Form of Transferor Certificate Exhibit F Form of Investment Letter (Non-Rule 144A) Exhibit G Form of Rule 144A Investment Letter Exhibit H Form of Additional Disclosure Notification Exhibit I DTC Letter of Representations Exhibit J Schedule of Mortgage Loans with Lost Notes Exhibit K Prepayment Charge Schedule Exhibit L Relevant Servicing Criteria Exhibit M Form of Back-up Certification Exhibit N Reporting Responsibility Exhibit 0 Appendix E of the Standard & Poor's Glossary For File Format For LEVELS® Version 5.7 Revised Exhibit P Basis Risk Cap Agreement Exhibit Q Interest Rate Swap Agreement Exhibit R Interest Rate Cap Agreement Exhibit S Form of Power of Attorney Exhibit T Assignment Agreement Exhibit X-1 Form of Schedule of Default Loan Data Exhibit X-2 Form of Schedule of Realized Losses/Gains -v- [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM POOLING AND SERVICING AGREEMENT, dated as of January 1, 2007, among NOMURA HOME EQUITY LOAN, INC., a Delaware corporation, as depositor (the "Depositor"), NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity, the "Sponsor"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), OCWEN LOAN SERVICNG, LLC, a Delaware limited liability corporation, as a servicer ("Ocwen" or a "Servicer"), EQUITY ONE, INC., a Delaware corporation, as a servicer ("Equity One" or a "Servicer"), SELECT PORTFOLIO SERVICING, INC., a Utah corporation, as a servicer ("SPS" or a "Servicer") and HSBC BANK, USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as trustee (the "Trustee"). PRELIMINARY STATEMENT The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. REMIC I As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the Trust Fund (exclusive of the Basis Risk Cap Agreement, the Basis Risk Shortfall Reserve Fund and, for the avoidance of doubt, the Supplemental Interest Trust, the Swap Agreement and the Interest Rate Cap Agreement) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I". The Class R-I Interest will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests. None of the REMIC I Regular Interests will be certificated. Uncertificated REMIC I Initial Certificate Assumed Final Designation Pass-Through Rate Principal Balance Maturity Date(1) I (2) $ 194,790,228.95 January 25, 2037 I-1-A (2) $ 15,655,500.00 January 25, 2037 I-1-B (2) $ 15,655,500.00 January 25, 2037 I-2-A (2) $ 15,519,500.00 January 25, 2037 I-2-B (2) $ 15,519,500.00 January 25, 2037 I-3-A (2) $ 15,266,000.00 January 25, 2037 I-3-B (2) $ 15,266,000.00 January 25, 2037 I-4-A (2) $ 14,983,500.00 January 25, 2037 I-4-B (2) $ 14,983,500.00 January 25, 2037 I-5-A (2) $ 14,398,500.00 January 25, 2037 I-5-B (2) $ 14,398,500.00 January 25, 2037 I-6-A (2) $ 13,781,500.00 January 25, 2037 I-6-B (2) $ 13,781,500.00 January 25, 2037 6 [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM Uncertificated REMIC I Initial Certificate Assumed Final Designation Pass-Through Rate Principal Balance Maturity Date(1) I-7-A (2) $ 13,167,500.00 January 25, 2037 I-7-B (2) $ 13,167,500.00 January 25, 2037 I-8-A (2) $ 12,599,500.00 January 25, 2037 I-8-B (2) $ 12,599,500.00 January 25, 2037 I-9-A (2) $ 12,022,500.00 January 25, 2037 I-9-B (2) $ 12,022,500.00 January 25, 2037 I-10-A (2) $ 11,736,000.00 January 25, 2037 I-10-B (2) $ 11,736,000.00 January 25, 2037 I-11-A (2) $ 12,435,500.00 January 25, 2037 I-11-B (2) $ 12,435,500.00 January 25, 2037 I-12-A (2) $ 27,387,000.00 January 25, 2037 I-12-B (2) $ 27,387,000.00 January 25, 2037 I-13-A (2) $ 45,886,000.00 January 25, 2037 I-13-B (2) $ 45,886,000.00 January 25, 2037 I-14-A (2) $ 14,757,500.00 January 25, 2037 I-14-B (2) $ 14,757,500.00 January 25, 2037 I-15-A (2) $ 8,324,000.00 January 25, 2037 I-15-B (2) $ 8,324,000.00 January 25, 2037 I-16-A (2) $ 40,097,500.00 January 25, 2037 I-16-B (2) $ 40,097,500.00 January 25, 2037 I-17-A (2) $ 9,322,500.00 January 25, 2037 I-17-B (2) $ 9,322,500.00 January 25, 2037 I-18-A (2) $ 3,730,500.00 January 25, 2037 I-18-B (2) $ 3,730,500.00 January 25, 2037 I-19-A (2) $ 3,368,500.00 January 25, 2037 I-19-B (2) $ 3,368,500.00 January 25, 2037 I-20-A (2) $ 3,097,500.00 January 25, 2037 I-20-B (2) $ 3,097,500.00 January 25, 2037 I-21-A (2) $ 2,672,500.00 January 25, 2037 I-21-B (2) $ 2,672,500.00 January 25, 2037 I-22-A (2) $ 2,604,000.00 January 25, 2037 I-22-B (2) $ 2,604,000.00 January 25, 2037 I-23-A (2) $ 2,492,500.00 January 25, 2037 I-23-B (2) $ 2,492,500.00 January 25, 2037 I-24-A (2) $ 4,382,000.00 January 25, 2037 I-24-B (2) $ 4,382,000.00 January 25, 2037 I-25-A (2) $ 4,960,000.00 January 25, 2037 I-25-B (2) $ 4,960,000.00 January 25, 2037 I-26-A (2) $ 2,563,000.00 January 25, 2037 I-26-B (2) $ 2,563,000.00 January 25, 2037 I-27-A (2) $ 1,997,500.00 January 25, 2037 I-27-B (2) $ 1,997,500.00 January 25, 2037 I-28-A (2) $ 3,184,000.00 January 25, 2037 I-28-B (2) $ 3,184,000.00 January 25, 2037 I-29-A (2) $ 2,146,000.00 January 25, 2037 I-29-B (2) $ 2,146,000.00 January 25, 2037 I-30-A (2) $ 1,273,000.00 January 25, 2037 7 [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM Uncertificated REMIC I Initial Certificate Assumed Final Designation Pass-Through Rate Principal Balance Maturity Date(1) I-30-B (2) $ 1,273,000.00 January 25, 2037 I-31-A (2) $ 1,224,000.00 January 25, 2037 I-31-B (2) $ 1,224,000.00 January 25, 2037 I-32-A (2) $ 1,177,000.00 January 25, 2037 I-32-B (2) $ 1,177,000.00 January 25, 2037 1-33-A (2) $ 1,132,000.00 January 25, 2037 I-33-B (2) $ 1,132,000.00 January 25, 2037 1-34-A (2) $ 1,088,500.00 January 25, 2037 I-34-B (2) $ 1,088,500.00 January 25, 2037 1-35-A (2) $ 1,047,000.00 January 25, 2037 I-35-B (2) $ 1,047,000.00 January 25, 2037 I-36-A (2) $ 1,006,500.00 January 25, 2037 I-36-B (2) $ 1,006,500.00 January 25, 2037 I-37-A (2) $ 968,500.00 January 25, 2037 1-37-B (2) $ 968,500.00 January 25, 2037 I-38-A (2) $ 931,000.00 January 25, 2037 1-38-B (2) $ 931,000.00 January 25, 2037 1-39-A (2) $ 895,500.00 January 25, 2037 1-39-B (2) $ 895,500.00 January 25, 2037 1-40-A (2) $ 868,000.00 January 25, 2037 I-40-B (2) $ 868,000.00 January 25, 2037 1-41-A (2) $ 828,000.00 January 25, 2037 I-41-B (2) $ 828,000.00 January 25, 2037 1-42-A (2) $ 796,500.00 January 25, 2037 1-42-B (2) $ 796,500.00 January 25, 2037 I-43-A (2) $ 777,500.00 January 25, 2037 I-43-B (2) $ 777,500.00 January 25, 2037 I-44-A (2) $ 736,000.00 January 25, 2037 I-44-B (2) $ 736,000.00 January 25, 2037 I-45-A (2) $ 708,000.00 January 25, 2037 I-45-B (2) $ 708,000.00 January 25, 2037 1-46-A (2) $ 704,500.00 January 25, 2037 I-46-B (2) $ 704,500.00 January 25, 2037 I-47-A (2) $ 684,500.00 January 25, 2037 I-47-B (2) $ 684,500.00 January 25, 2037 I-48-A (2) $ 630,500.00 January 25, 2037 1-48-B (2) $ 630,500.00 January 25, 2037 1-49-A (2) $ 673,000.00 January 25, 2037 1-49-B (2) $ 673,000.00 January 25, 2037 1-50-A (2) $ 597,500.00 January 25, 2037 I-50-B (2) $ 597,500.00 January 25, 2037 1-51-A (2) $ 574,000.00 January 25, 2037 1-51-B (2) $ 574,000.00 January 25, 2037 1-52-A (2) $ 651,000.00 January 25, 2037 I-52-B (2) $ 651,000.00 January 25, 2037 I-53-A (2) $ 534,500.00 January 25, 2037 I-53-B (2) $ 534,500.00 January 25, 2037 8 [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM Uncertificated REMIC I Initial Certificate Assumed Final Designation Pass-Through Rate Principal Balance Maturity Date(I) I-54-A (2) $ 12,874,500.00 January 25, 2037 I-54-B (2) $ 12,874,500.00 January 25, 2037 P (3) $ 100.00 January 25, 2037 (1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC I Regular Interest. (2) Calculated in accordance with the definition of "Uncertificated REMIC I Pass-Through Rate" herein. (3) The REMIC I Regular Interest LT-P will not be entitled to distributions of interest. 9 [TPW: NYLEGAL:624703.7] 17718-00153 04/11/2007 03:40 PM REMIC II As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the REMIC I Regular Interests) for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." The Class R-II Interest will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the Initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC II Regular Interests. None of the REMIC II Regular Interests will be certificated. Uncertificated Initial Uncertificated REMIC II Assumed Final Distribution Designation Principal Balance Pass-Through Rate Date(I) LT-AA $912,015,664.37 (2) January 25, 2037 LT-IA1 $3,588,470.00 (2) January 25, 2037 LT-IIA1 $2,207,640.00 (2) January 25, 2037 LT-IIA2 $263,330.00 (2) January 25, 2037 LT-IIA3 $657,310.00 (2) January 25, 2037 LT-IIA4 $216,430.00 (2) January 25, 2037 LT-M 1 $395,510.00 (2) January 25, 2037 LT-M2 $358,290.00 (2) January 25, 2037 LT-M3 $218,690.00 (2) January 25, 2037 LT-M4 $195,430.00 (2) January 25, 2037 LT-M5 $176,810.00 (2) January 25, 2037 LT-M6 $158,200.00 (2) January 25, 2037 LT-M7 $144,240.00 (2) January 25, 2037 LT-M8 $134,940.00 (2) January 25, 2037 LT-M9 $111,670.00 (2) January 25, 2037 LT-B 1 $130,280.00 (2) January 25, 2037 LT-ZZ $9,655,324.58 (2) January 25, 2037 (4) LT-I0 (2) January 25, 2037 LT-P $100.00 January 25, 2037 (3) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the "latest possible maturity date" for each REMIC II Regular Interest. Calculated in accordance with the definition of "Uncertificated REMIC II Pass-Through Rate" herein. The REMIC II Regular Interest LT-P will not be entitled to distributions of interest. REMIC II Regular Interest LT-I0 will not have an Uncertificated Principal Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein. REMIC III As provided herein, the Securities Administrator will make an election to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III". The Class R-III Interest will represent the sole class of "residual interests" in REMIC III for purposes -10- [TPW: NYLEGAL:624703.71 17718-00153 04/11/2007 03:40 PM of the REMIC Provisions. The following table irrevocably sets forth the Class designation, Pass- Through Rate and Initial Certificate Principal Balance for each Class of Certificates that represents one or more of the "regular interests" in REMIC III created hereunder: Initial Certificate Assumed Final Distribution Class Designation Principal Balance Pass-Through Rate Date(I) Class I-A-1 $358,847,000.00 Class I-A-1 Pass Through Rate January 25, 2037 Class II-A-1 $220,764,000.00 Class II-A-I Pass Through Rate January 25, 2037 Class II-A-2 $26,333,000.00 Class II-A-2 Pass Through Rate January 25, 2037 Class II-A-3 $65,731,000.00 Class II-A-3 Pass Through Rate January 25, 2037 Class II-A-4 $21,643,000.00 Class II-A-4 Pass Through Rate January 25, 2037 Class M-1