SECOND AMENDED AND RESTATED INDENTURE

 

NRZ ADVANCE RECEIVABLES TRUST 2015-ON1,

 

as Issuer

 

and

 

DEUTSCHE BANK NATIONAL TRUST COMPANY,

 

as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary

 

and

 

HLSS HOLDINGS, LLC,

 

as Administrator

 

and

 

CREDIT SUISSE AG, NEW YORK BRANCH,

 

as Administrative Agent

 

and

 

OCWEN LOAN SERVICING, LLC,

 

and

 

NEW RESIDENTIAL MORTGAGE LLC

 

and

 

NEW PENN FINANCIAL, LLC d/b/a SHELLPOINT MORTGAGE SERVICING

 

 

Dated as of September 7, 2018

 

NRZ ADVANCE RECEIVABLES TRUST 2015-ON1

ADVANCE RECEIVABLES BACKED NOTES, ISSUABLE IN SERIES

 

TABLE OF CONTENTS

 

Page

 

 

 

 

 

 

 

This SECOND AMENDED AND RESTATED INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the “ Indenture ”), is made and entered into as of September 7, 2018 (the “ Effective Date ”), by and among NRZ ADVANCE RECEIVABLES TRUST 2015-ON1, a statutory trust organized under the laws of the State of Delaware (the “ Issuer ”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, in its capacity as Indenture Trustee (the “ Indenture Trustee ”), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), HLSS HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware (“ HLSS ”), NEW RESIDENTIAL MORTGAGE LLC, a limited liability company organized under the laws of the State of Delaware (“ NRM ”), NEW PENN FINANCIAL, LLC d/b/a SHELLPOINT MORTGAGE SERVICING, a limited liability company organized under the laws of the State of Delaware (“ Shellpoint ”), OCWEN LOAN SERVICING, LLC, a limited liability company organized under the laws of the State of Delaware (“ OLS ”), and CREDIT SUISSE AG, NEW YORK BRANCH ( “ Credit Suisse ” ), as an Administrative Agent.

 

RECITALS OF THE ISSUER

 

The Issuer entered into that certain Amended and Restated Indenture (as amended prior to the date hereof, the “ Existing Indenture ”), dated as of August 17, 2017 (the “ Restatement Closing Date ”), among the Issuer, the Indenture Trustee, HLSS, OLS, NRM and Credit Suisse.

 

The parties hereto wish to amend and restate the Existing Indenture pursuant to this Indenture such that the Existing Indenture continues in full force and effect as amended hereby and, except with respect to the terms that have been amended pursuant to this Indenture, all obligations of the parties hereto (including representations and warranties made and covenants to be performed prior to the Effective Date) under the Existing Indenture will remain outstanding and continue in full force and effect, unpaid, unimpaired and undischarged, and all liens created under the Existing Indenture will continue in full force and effect, unimpaired and undischarged, having the same perfection and priority for payment and performance of the obligations of the parties hereto as were in place under the Existing Indenture.

 

On the Effective Date, the parties are entering into this Indenture.

 

OLS, HLSS and HLSS MSR – EBO Acquisition LLC (“ MSR – EBO ”, as assignee of Home Loan Servicing Solutions, Ltd.)   are parties to MSR Purchase Agreement (as defined below).  Pursuant to the MSR Purchase Agreement, OLS sold certain economics associated with various residential mortgage loan servicing agreements to HLSS.

 

Pursuant to the Master Agreement (as defined below) and the Transfer Agreement (as defined below), NRM has become, prior to the date hereof, the named servicer (as successor to OLS) under certain Designated Servicing Agreements.

 

Pursuant to the New RMSR Agreement (as defined below) and the Transfer Agreement, OLS, HLSS, MSR – EBO and NRM, as applicable, have agreed that on any date on or after the Effective Date in which all required consents and ratings agency letters required for a formal change of the named servicer under certain Designated Servicing Agreements shall have been obtained, OLS shall transfer to NRM or Shellpoint, as applicable, the related Servicing Rights Assets (as defined in the Transfer Agreement) in respect of such Designated Servicing Agreement in accordance with the terms of the Transfer Agreement.  Upon any such transfer, OLS will subservice the related mortgage loans on behalf of NRM or Shellpoint pursuant the NRM Subservicing Agreement or Shellpoint Subservicing Agreement, as applicable (each as defined below).

 

In the event that neither of the NRZ Servicers becomes the named servicer under any particular Designated Servicing Agreement as contemplated by the New RMSR Agreement and the Transfer Agreement, and subject to the terms and conditions of those agreements OLS may repurchase its interests in the related mortgage servicing rights from HLSS and MSR-EBO, in accordance with the terms of the New RMSR Agreement.  Upon any repurchase contemplated by the preceding sentence, such agreement shall no longer be a Designated Servicing Agreement.

 

Prior to the Transfer Date with respect to any Designated Servicing Agreement, OLS shall continue to (i) be the “Servicer” under such Designated Servicing Agreement, (ii) have the obligation to make the required Advances under such Designated Servicing Agreement, and (iii) have the right to collect the related Receivables in reimbursement of such Advances.

 

Prior to the Transfer Date with respect to any Designated Servicing Agreement, upon its disbursement of an Advance pursuant to a Designated Servicing Agreement (including the Subserviced Servicing Agreements), OLS, as servicer, becomes the beneficiary of a contractual right to be reimbursed for such Advance in accordance with the terms of the related Designated Servicing Agreement (including the Subserviced Servicing Agreements) in accordance with the terms of the Purchase Agreement.

 

Following the Transfer Date with respect to any Designated Servicing Agreement, the applicable NRZ Servicer shall thereafter (i) be the “Servicer” under such Designated Servicing Agreement, (ii) have the obligation to make the required Advances under such Designated Servicing Agreement, and (iii) have the right to collect the related Receivables in reimbursement of such Advances.  Upon the disbursement of an Advance by a subservicer (on or after the related Transfer Date) pursuant to a Designated Servicing Agreement and upon payment for such Advance to such subservicer, such NRZ Servicer becomes the beneficiary of a contractual right to be reimbursed for such Advance in accordance with the terms of the related Designated Servicing Agreement.

 

OLS and Homeward Residential Inc. (“ Homeward ”) have entered into agreements whereby OLS subservices loans under the Homeward Designated Servicing Agreements described or referenced on Schedule 2 to the Receivables Sale Agreement.  Upon any transfer pursuant to the Transfer Agreement, OLS will then subservice the related loans pursuant to the NRM Subservicing Agreement or the Shellpoint Subservicing Agreement, as applicable.

 

Pursuant to Section 12.1 of the Existing Indenture, with prior notice to each Note Rating Agency that is then rating any Outstanding Notes and with the consent of the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that an amendment to the Existing Indenture would materially affect the Subservicer), the Administrative Agent and any applicable Derivative Counterparty and without consent of any of the Noteholders or any other Person, the Issuer, the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee upon delivery by the Issuer of an Issuer Tax Opinion (unless such opinion is waived pursuant to Section 12.1(a) or 12.1(c) of the Existing Indenture), an Officer’s Certificate complying with 12.1(c) of the Existing Indenture and either (i) confirmation in writing to the Indenture Trustee by each Note Rating Agency currently rating the Outstanding Notes that such amendment will not cause a Ratings Effect (as defined below) on any Outstanding Notes or (ii) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (i), (a) written notice by the Administrator to the related Note Rating Agency and (b) written consent of each Administrative Agent, may enter into one or more amendments to the Existing Indenture.

 

Pursuant to Section 12.3 of the Existing Indenture, the Issuer shall also deliver to the Indenture Trustee an Opinion of Counsel stating that the execution of such amendment is authorized and permitted by the Indenture and that all conditions precedent thereto have been satisfied (the “ Authorization Opinion ”), and pursuant to Section 1.3 of the Existing Indenture, the Issuer shall deliver an Officer’s Certificate stating that all conditions precedent, if any, provided for in the Existing Indenture relating to a proposed action have been complied with.  Such Authorization Opinion and such Officer’s Certificate have been delivered.

 

Pursuant to Section 1.3 of the Existing Indenture, the Issuer shall also furnish to the Indenture Trustee an Opinion of Counsel stating that in the opinion of such counsel all conditions precedent to a proposed action, if any, have been complied with, which has been included in the Authorization Opinion.

 

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Variable Funding and Term Notes to be issued in one or more Series and/or Classes.

 

All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

 

All defined terms used herein but not otherwise defined shall have the meaning assigned to such term in the Transaction Documents.

 

GRANTING CLAUSE

 

The Issuer hereby reaffirms the Grants and pledges of the security interests in the “Collateral” pursuant to the Existing Indenture.  The Issuer hereby further Grants to the Indenture Trustee for the benefit and security of (a) the Noteholders, (b) each Derivative Counterparty, if any, and/or each Supplemental Credit Enhancement Provider, if any, and/or each Liquidity Provider, if any, that is a party to any Derivative Agreement, Supplemental Credit Enhancement Agreement or Liquidity Facility, as applicable, entered into in connection with the issuance of a Series of Notes, and (c) the Indenture Trustee, in its individual capacity (clauses (a), (b) and (c), each, a “ Secured Party ” and collectively, the “ Secured Parties ”), a security interest in all its right, title and interest in and to the following, whether now owned or hereafter acquired and wheresoever located (collectively, the “ Collateral ”), and all monies, “securities,” “instruments,” “accounts,” “general intangibles,” “payment intangibles,” “goods,” “letter of credit rights,” “chattel paper,” “financial assets,” “investment property” (the terms in quotations are defined in the UCC) and other property consisting of, arising from or relating to any of the following:

 

(i)              all right, title and interest of the Issuer (A)  in, to and under the Initial Receivables, and (B) in, to and under any and all Additional Receivables, and (C) in the case of both Initial Receivables and Additional Receivables, all monies due or to become due thereon, and all amounts received or receivable with respect thereto, and all proceeds thereof (including “proceeds” as defined in the UCC in effect in all relevant jurisdictions (including, without limitation, any proceeds of any Sales)), together with all rights of the Issuer, as the assignee of the Receivables Seller, to enforce such Receivables (and including any Indemnity Payments made with respect to the Receivables for which a payment is made by the Issuer, the Depositor or the Receivables Seller as described in Section 2.3 );

 

(ii)             all rights of the Issuer as Purchaser under the Receivables Pooling Agreement, including, without limitation, the Issuer’s rights as assignee of the Depositor’s rights under the Receivables Sale Agreement and of the Receivables Seller’s rights under the Receivables Sale Agreement, including, without limitation, the right to enforce the obligations of the Receivables Seller and the Servicer under the Receivables Sale Agreement with respect to the Receivables and the obligations of OLS, NRM and Shellpoint under the Receivables Sale Agreement and any rights of HLSS against OLS with respect to any Receivables sold by OLS to HLSS, any rights of HLSS against NRM with respect to any Receivables sold by NRM to HLSS and any rights of HLSS against Shellpoint with respect to any Receivables sold by Shellpoint to HLSS and HLSS’s rights under the Purchase Agreement with respect to the Deferred Servicing Fee Receivables, including, without limitation, the right to enforce the obligations of OLS under the Purchase Agreement with respect to remitting collections of Deferred Servicing Fees;

 

(iii)            all rights of the Issuer as Purchaser under each Assignment and Recognition Agreement, including, without limitation, the Issuer’s rights to enforce the obligations of OLS, NRM, Shellpoint and HLSS under each Assignment and Recognition Agreement with respect to the Receivables;

 

(iv) the Trust Accounts and the Initial Collection Account, and all amounts and property on deposit or credited to the Trust Accounts and the Initial Collection Account (excluding investment earnings thereon) from time to time (whether or not constituting or derived from payments, collections or recoveries received, made or realized in respect of the Receivables);

 

(v)             all rights of the Issuer under any Derivative Agreement or Supplemental Credit Enhancement Agreement;

 

(vi)            all right, title and interest of the Issuer as assignee of the Depositor, the Receivables Seller and the Servicer to rights to payment on the Receivables under each related Designated Servicing Agreement on the related applicable Sale Dates of the Receivables, and under all related documents, instruments and agreements pursuant to which the Receivables Seller acquired, or acquired an interest in, any of the Receivables;

 

(vii)           all other monies, securities, reserves and other property now or at any time in the possession of the Indenture Trustee or its bailee, agent or custodian and relating to any of the foregoing; and

 

(viii)          all present and future claims, demands, causes and choses in action in respect of any and all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any and all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

 

The Security Interest in the Trust Estate is Granted to secure the Notes issued pursuant to this Indenture (and the obligations under this Indenture, any Indenture Supplement and any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement and/or Liquidity Facility) equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in this Indenture or in any Indenture Supplement, and to secure (1) the payment of all amounts due on such Notes and the obligations under any applicable Derivative Agreement, Supplemental Credit Enhancement Agreement and/or Liquidity Facility in accordance with their terms, (2) the payment of all other sums payable by the Issuer under this Indenture or any Indenture Supplement and (3) compliance by the Issuer with the provisions of this Indenture or any Indenture Supplement.  This Indenture, as it may be supplemented, including by each Indenture Supplement, is a security agreement within the meaning of the UCC.

 

The Indenture Trustee acknowledges the Grant of such Security Interest, and agrees to perform the duties herein in accordance with the terms hereof. The Indenture Trustee also acknowledges that the Grant of any Security Interest in a Derivative Agreement or Derivative Collateral Account is solely for the purpose of securing the related Series of Notes (and the related obligations under this Indenture, any related Indenture Supplement, such Derivative Agreement and any related Supplemental Credit Enhancement Agreement).  Although such Derivative Agreement, the Derivative Collateral Account and the amounts and property on deposit or credited to the Derivative Collateral Account may, in the exercise of remedies under this Indenture and any related Indenture Supplement, be disposed of as provided in this Indenture, any related Indenture Supplement and such Derivative Agreement. Notwithstanding the foregoing, the exercise of remedies under such Derivative Agreement against any such amounts and property in the Derivative Collateral Account shall be strictly in accordance with the terms set forth in such Derivative Agreement.

 

The Issuer hereby authorizes the Administrator, on behalf of the Issuer and the Indenture Trustee, and its assignees, successors and designees to file one or more UCC financing statements, financing statement amendments and continuation statements to perfect the security interest Granted above.  In addition, the Issuer hereby consents to the filing of a financing statement describing the Collateral covered thereby as “all assets of the Debtor, now owned or hereafter acquired,” or such similar language as the Administrator, on behalf of the Indenture Trustee, and its assignees, successors and designees may deem appropriate.

 

The Issuer hereby irrevocably constitutes and appoints the Indenture Trustee and any officer or agent thereof, during the continuation of an Event of Default, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Issuer and in the name of the Issuer, for the purpose of carrying out the terms of this Indenture and each Indenture Supplement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture, each Indenture Supplement, the Receivables Sale Agreement, the Receivables Pooling Agreement and each Assignment and Recognition Agreement, and, without limiting the generality of the foregoing, the Issuer hereby gives the Indenture Trustee the power and right (1) to take possession of and endorse and collect any wired funds, checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable Granted by the Issuer to the Indenture Trustee from the related Mortgage Pool, the Obligors on underlying Mortgage Loans, the Receivables Seller or the Servicer, as the case may be, (2) to file any claim or proceeding in any court of law or equity or take any other action otherwise deemed appropriate by the Indenture Trustee for the purpose of collecting any and all such moneys due from the related Mortgage Pool, the Obligors on underlying Mortgage Loans, the Receivables Seller or the Servicer or the related Subservicer under such Receivable whenever payable and to enforce any other right in respect of any Receivable Granted by the Issuer or related to the Trust Estate, (3) to direct the related MBS Trustee or the Servicer or Subservicer to make payment of any and all moneys due or to become due under the Receivable Granted by the Issuer directly to the Indenture Trustee or as the Indenture Trustee shall direct, (4) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due from the related Mortgage Pool or the Servicer or Subservicer at any time in respect of or arising out of any Receivable Granted by the Issuer, (5) to sign and endorse any assignments, notices and other documents in connection with the Receivables Granted by the Issuer or the Trust Estate, and (6) to sell, transfer, pledge and make any agreement with respect to or otherwise deal with the Receivables Granted by the Issuer and the Trust Estate as fully and completely as though the Indenture Trustee were the absolute owner thereof for all purposes, and do, at the Indenture Trustee’s option and at the expense of the Issuer, at any time, or from time to time, all acts and things which the Indenture Trustee deems necessary to protect, preserve or realize upon the Receivable Granted by the Issuer or the Trust Estate and the Indenture Trustee’s and the Issuer’s respective security interests and ownership interests therein and to effect the intent of this Indenture, all as fully and effectively as the Issuer might do.  Nothing contained herein shall in any way be deemed to be a grant of power or authority to the Indenture Trustee or any officer or agent thereof to take any of the actions described in this paragraph with respect to any underlying Obligor under any Mortgage Loan, for which an Advance was made or Deferred Servicing Fee was accrued.

 

The parties hereto intend that the Security Interest Granted under this Indenture shall give the Indenture Trustee on behalf of the Secured Parties a first priority perfected security interest in, to and under the Collateral, and all other property described in this Indenture as a part of the Trust Estate and all proceeds of any of the foregoing in order to secure the obligations of the Issuer to the Indenture Trustee, the Noteholders under the Notes, and to any Derivative Counterparty, Supplement Credit Enhancement Provider and/or any Liquidity Provider under this Indenture, the related Indenture Supplement and all of the other Transaction Documents.  The Indenture Trustee on behalf of the Secured Parties shall have all the rights, powers and privileges of a secured party under the UCC.  The Issuer agrees to execute and file all filings (including filings under the UCC) and take all other actions reasonably necessary in any jurisdiction to provide third parties with notice of the Security Interest Granted pursuant to this Indenture and to perfect such Security Interest under the UCC.

 

AGREEMENTS OF THE PARTIES

 

To set forth or to provide for the establishment of the terms and conditions upon which the Notes are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Noteholders thereof, it is mutually covenanted and agreed as set forth in this Indenture, for the equal and proportionate benefit of all Noteholders of the Notes or of a Series or Class thereof, as the case may be.

 

LIMITED RECOURSE

 

The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments in respect of any Derivative Agreements, Supplemental Credit Enhancement Agreements or Liquidity Facilities is limited in recourse as set forth in Section 8.10 .

 

Article I

 

Definitions and Other Provisions of General Application

 

Section 1.1.             Definitions.

 

Accumulation Account :  Any of the Fee Accumulation Account, Interest Accumulation Account or Target Amortization Principal Accumulation Account, as applicable.

 

Accumulation Amount :  Any of the Fee Accumulation Amount, Interest Accumulation Amount or Target Amortization Principal Accumulation Amount, as applicable.

 

Act :  When used with respect to any Noteholder, is defined in Section 1.5 .

 

Action :  When used with respect to any Noteholder, is defined in Section 1.5 .

 

Additional Receivables :  Any Receivable arising under any Designated Servicing Agreement that is not an Initial Receivable, except that any Receivables arising on or after a Stop Date pursuant to Section 2(e) of the Receivables Sale Agreement or Section 2(c) the Receivables Pooling Agreement shall not constitute Additional Receivables.

 

Administration Agreement :  The Administration Agreement, dated as of the Closing Date, by and between the Issuer and the Administrator, as amended, supplemented, restated, or otherwise modified from time to time.

 

Administrative Agent :  (a) initially, Credit Suisse or any Affiliate of the foregoing or any successor thereto in respect of the Series of Notes for which it is designated as an Administrative Agent therefor in the related Indenture Supplement, and (b) in respect of any Series, the Person(s) specified in the related Indenture Supplement.  Unless the context indicates otherwise in any Indenture Supplement for such Indenture Supplement, each reference to the “Administrative Agent” herein or in any other Transaction Document shall be deemed to constitute a collective reference to each Person that is an Administrative Agent.  If (x) any Person that is an Administrative Agent resigns as an Administrative Agent in respect of all Series for which it was designated as the Administrative Agent or (y) all of the Notes in respect of each Series for which any Person was designated as the Administrative Agent are repaid or redeemed in full, such Person shall cease to be an “Administrative Agent” for purposes hereof and each other Transaction Document.

 

Administrative Expenses :  Any amounts due from or accrued for the account of the Issuer with respect to any period for any administrative expenses incurred by the Issuer, including without limitation (i) to any accountants, agents, counsel and other advisors of the Issuer (other than the Owner Trustee) for fees and expenses; (ii) to the rating agencies for fees and expenses in connection with any rating of the Notes; (iii) to any other person in respect of any governmental fee, charge or tax; (iv) to any other Person (other than the Owner Trustee) in respect of any other fees or expenses permitted under this Indenture (including indemnities) and the documents delivered pursuant to or in connection with this Indenture and the Notes; (v) any and all fees and expenses of the Issuer incurred in connection with its entry into and the performance of its obligations under any of the agreements contemplated by this Indenture; (vi) the orderly winding up of the Issuer following the cessation of the transactions contemplated by this Indenture; and (vii) any and all other fees and expenses properly incurred by the Issuer in connection with the transactions contemplated by this Indenture, but not in duplication of any amounts specifically provided for in respect of the Indenture Trustee, the Owner Trustee, the Administrator or any VFN Noteholder.

 

Administrator :  HLSS in its capacity as the Administrator on behalf of the Issuer and any successor to HLSS in such capacity.

 

Advance :  Any P&I Advance, Escrow Advance or Corporate Advance.

 

Advance Collection Period :  (i) For the first Interim Payment Date or Payment Date, the period beginning on the Cut-off Date and ending at the end of the day before the Determination Date for such Interim Payment Date or Payment Date, and (ii) for each other Interim Payment Date and Payment Date, the period beginning at the opening of business on the most recent preceding Determination Date and ending as of the close of business on the day before the Determination Date for such Interim Payment Date or Payment Date.

 

Advance Rate :  With respect to any Series of Notes, and for any Class within such Series, if applicable, and with respect to any Receivables related to any particular Advance Type (and attributable to any particular Designated Servicing Agreement, if so specified in the related Indenture Supplement), the percentage specified for such Advance Type (and attributable to such Designated Servicing Agreement, if applicable) as its “Advance Rate” in the Indenture Supplement for such Series, as reduced by any applicable Advance Rate Reduction Factor.

 

Advance Rate Reduction Factor :  For any Series or Class of Notes, as defined in the related Indenture Supplement, if applicable.

 

Advance Receivable :  Any of a Corporate Advance Receivable, Escrow Advance Receivable or P&I Advance Receivable.

 

Advance Reimbursement Amount :  (i) With respect to any Advance, any amount which the Servicer or the Indenture Trustee as the Servicer’s assignee, collects on a Mortgage Loan, withdraws from a Custodial Account or receives from an MBS Trustee or any successor servicer, to reimburse an Advance made by the Servicer or any predecessor servicer (including reimbursement of P&I Advances which were advanced using Amounts Held for Future Distribution) pursuant to a Designated Servicing Agreement; or (ii) with respect to any Deferred Servicing Fee Receivable, any amounts paid to (or retained by) the Servicer on account of the related Deferred Servicing Fees pursuant to a Designated Servicing Agreement.

 

Advance Type :  (i) Judicial P&I Advances (loan level), Judicial P&I Advances (non-loan level), Non-Judicial P&I Advances (loan level), Non-Judicial P&I Advances (non-loan level), Judicial Escrow Advances (loan level), Judicial Escrow Advances (non- loan level), Non‑Judicial Escrow Advances (loan level), Non‑Judicial Escrow Advances (non-loan level), Judicial Corporate Advances (loan level), Judicial Corporate Advances (non-loan level), Non‑Judicial Corporate Advances (loan level), Non‑Judicial Corporate Advances (non-loan level), Judicial Deferred Servicing Fees (loan level), Judicial Deferred Servicing Fees (non-loan level), Non-Judicial Deferred Servicing Fees (loan level) and Non-Judicial Deferred Servicing Fees (non-loan level), in each case, that are not attributable to Second-Lien Receivables; and (ii) each of the foregoing categories of Advances and Deferred Servicing Fees that are attributable to Second-Lien Receivables.

 

Advance Type Allocation Percentage :  For any Series, in respect of any Advance Type of Receivables with a non-zero Advance Rate for such Series, a percentage equal to: (i) the Series Invested Amount for such Series divided by (ii) the aggregate of the Series Invested Amounts for all Outstanding Series that provide a non-zero Advance Rate for Receivables of such Advance Type.

 

Advance Type Amount : For any Advance Type of Receivables for any Series that has a non-zero Advance Rate, an amount equal to the product of (a) the Advance Type Allocation Percentage for such Series for such Advance Type of  Receivables and (b) the aggregate Receivable Balances of all Receivables of such Advance Type.

 

Adverse Claim :  A lien, security interest, charge, encumbrance or other right or claim of any Person (other than the liens created in favor of the Secured Parties or assigned to the Secured Parties by (i) this Indenture, (ii) the Receivables Pooling Agreement, (iii) the Receivables Sale Agreement, (iv) the Purchase Agreement or (v) any other Transaction Document).

 

Adverse Effect :  Whenever used in this Indenture with respect to any Series or Class of Notes and any event, means that such event is reasonably likely, at the time of its occurrence, to (i) result in the occurrence of an Event of Default or a Target Amortization Event relating to such Series or Class of Notes, (ii) adversely affect (A) the amount of funds available to be paid to the Noteholders of such Series or Class of Notes or any Derivative Counterparty pursuant to this Indenture, (B) the timing of such payments or (C) in a material manner, the rights or interests of the Noteholders of such Series or Class, any related Derivative Counterparty, any related Supplemental Credit Enhancement Provider or any related Liquidity Provider, (iii) adversely affect the Security Interest of the Indenture Trustee for the benefit of the Secured Parties in the Collateral unless otherwise permitted by this Indenture, or (iv) materially adversely affect the collectability of the Receivables.

 

Affiliate :  With respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

 

Aggregate Receivables :  As of any date of determination, all Initial Receivables and Additional Receivables as of such date of determination.

 

Amounts Held for Future Distribution :  As defined in Section 4.2(c) .

 

Applicable Law :  As defined in Section 4.1 .

 

Applicable Rating :  For each Class of Notes, the rating(s) specified as such for such Class in the related Indenture Supplement, if applicable.

 

Assignment and Recognition Agreement :  An Assignment, Assumption and Recognition Agreement, dated as of any applicable Funding Date, by and among one or more Prior Issuers, the applicable Prior Trustee or Prior Trustees, as applicable, OLS, HLSS, the Depositor, the Issuer and the Indenture Trustee and such other parties as may be necessary to fund the purchase and transfer of Receivables to the Issuer, as amended, supplemented, restated, or otherwise modified from time to time, and any other assignment, assumption and recognition agreement, approved by the Administrative Agents, pursuant to which Receivables are conveyed to the Issuer.

 

Authenticating Agent :  Any Person authorized by the Indenture Trustee to authenticate Notes under Section 11.12 .

 

Authorized Signatory :  With respect to any entity, each Person duly authorized to act as a signatory of such entity at the time such Person signs on behalf of such entity.

 

Available Funds :

 

(i) With respect to any Interim Payment Date, all Collections on the Receivables received during the related Advance Collection Period and deposited into the Collection and Funding Account and any other funds of the Issuer that the Issuer (or the Administrator (or a Sub-Administrator on behalf of the Administrator) on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Available Funds” for such Interim Payment Date, plus   any amounts released from the Accumulation Accounts on such Interim Payment Date pursuant to Section 4.7(d) ;

 

(ii) with respect to any Payment Date prior to the Full Amortization Period, the sum of (A) all amounts on deposit in the Fee Accumulation Account, the Interest Accumulation Account and any Target Amortization Principal Accumulation Account ( provided that the amounts on deposit in the Target Amortization Principal Accumulation Account may only be used to pay the Target Amortization Amounts to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement) at the close of business on the last Interim Payment Date or Limited Funding Date during the related Monthly Advance Collection Period plus   (B) all Collections received during the final Advance Collection Period during the immediately preceding Monthly Advance Collection Period and deposited into the Collection and Funding Account (in each case, adjusted to reflect all deposits and payments on any Funding Date that may occur after the end of such Advance Collection Period, but prior to such Payment Date, and not including any such funds required to be returned to a VFN Noteholder pursuant to this Indenture due to any failure to utilize amounts provided by such VFN Noteholder to use amounts drawn hereunder in a manner permitted hereby), plus (C) any proceeds received by the Issuer under any Supplemental Credit Enhancement Agreement for any Class of Notes ( provided that such proceeds may only be used to pay amounts due to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement), plus (D) any income from Permitted Investments in Trust Accounts that have been established for the benefit of all Series of Notes, plus (E) any proceeds received by the Issuer under any Derivative Agreement for any Class of Notes (provided that such proceeds may only be used to pay amounts due to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement and for so long as such Classes of Notes are not repaid in full or refinanced) plus (F) any other funds of the Issuer that the Issuer (or the Administrator (or a Sub-Administrator on behalf of the Administrator) on behalf of the Issuer) identifies to the Indenture Trustee to be treated as “Available Funds” for such Payment Date; and

 

(iii) with respect to any Payment Date during the Full Amortization Period, the sum of the Series Available Funds for all Series.

 

Bankruptcy Code :  The Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq. , as amended.

 

Basic Fee Holder :  An entity other than HLSS that holds the basic servicing fees under the related Servicing Agreements.

 

Book-Entry Notes :  A note registered in the name of the Depository or its nominee, ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules of such Depository); provided , that after the occurrence of a condition whereupon Definitive Notes are to be issued to Note Owners, such Book-Entry Notes shall no longer be “Book-Entry Notes”.

 

Borrowing Capacity :  For any VFN on any date, the difference between (i) the related Maximum VFN Principal Balance on such date and (ii) the related VFN Principal Balance on such date.

 

Business Day :  For any Class of Notes, any day other than (i) a Saturday or Sunday or (ii) any other day on which national banking associations or state banking institutions in New York, New York, the city and state where the Corporate Trust Office is located or the Federal Reserve Bank of New York, are authorized or obligated by law, executive order or governmental decree to be closed.

 

Calculation Agent :  The same Person who serves at any time as the Indenture Trustee, or an Affiliate of such Person, as calculation agent pursuant to the terms of this Indenture.

 

Cease Pre-Funding Notice :  As defined in Section 4.3(c) .

 

Certificate of Authentication :  The certificate of the Indenture Trustee, the form of which is described in Section 5.3 , or the alternative certificate of the Authenticating Agent, the form of which is described in Section 11.12 .

 

Class :  With respect to any Notes, the class designation assigned to such Note in the related Indenture Supplement.  A Series issued in one class, with no class designation in the related Indenture Supplement, may be referred to herein as a “Class”.

 

Class 1 Specified Notes :  Any Class of Note with respect to which the Issuer does not receive an opinion of nationally recognized tax counsel on the related Issuance Date that such Class of Notes “will” be treated as indebtedness for U.S. federal income tax purposes and that is designated as a Class 1 Specified Note in the related Indenture Supplement.

 

Class 2 Specified Notes :  Any Class of Note with respect to which the Issuer does not receive an opinion of nationally recognized tax counsel on the related Issuance Date that such Class of Notes “will” be treated as indebtedness for U.S. federal income tax purposes and that is not designated as a Class 1 Specified Note in the related Indenture Supplement.

 

Class Invested Amount :  For any Class of Notes on any date, an amount equal to (i) the sum of (A) the outstanding Note Balance of such Class, plus (B) the aggregate outstanding Note Balances of all Classes within the same Series that are senior to or pari passu with such Class on such date, divided   by (ii) the Weighted Average CV Adjusted Advance Rate in respect of such Class (after giving effect to amounts collected on the Receivables as of such date).

 

Clearing Corporation :  As defined in Section 8‑102(a)(5) of the UCC.

 

Closing Agreement :  Any agreement, dated as of any applicable Funding Date, by and among the Issuer, OLS, HLSS and the Administrative Agent and such other parties as may be necessary to fund the purchase and transfer of Receivables to the Issuer.

 

Closing Date :  August 28, 2015.

 

Code :  The Internal Revenue Code of 1986, as amended.

 

Collateral :  As defined in the Granting Clause.

 

Collateral Performance Test :  A collateral performance benchmark or similar test or “trigger” in a Designated Servicing Agreement, the failure of which results in the occurrence of a Servicer Termination Event pursuant to the terms of such Designated Servicing Agreement.

 

Collateral Test :  A test designed to measure, on any date of determination, whether each Series of Notes is adequately collateralized on such date and the satisfaction of which is achieved on any date of determination if, with respect to each Series the sum of:

 

(1) the  aggregate Advance Type Amounts for each Advance Type of Receivables for such Series that has a non-zero Advance Rate;

 

(2) the product of the Series Allocation Percentage and all Collections on deposit in the Trust Accounts (other than the Series Reserve Account for such Series and the Sinking Fund Account for such Series, if applicable) on such date (after giving effect to any required payments on such date, if any); and

 

(3) if such Series has any Sinking Fund Accounts, the aggregate amounts on deposit in such Sinking Fund Accounts,

 

shall be greater than or equal to the Series Invested Amount for such Series on such date (after giving effect to any required payments on such date, if any).

 

Collateral Value :  For any Receivable and for any Series on any date, the product of (i) the Receivable Balance of such Receivable and (ii) the lesser of (A) the highest Advance Rate applicable to the Advance Type of such Receivable in respect of any Class within such Series, and (B) the highest Trigger Advance Rate (if any) for any Class within such Series; provided , that the Collateral Value shall be zero for any Receivable that is not a Facility Eligible Receivable, unless otherwise provided in the related Indenture Supplement.

 

Collection and Funding Account :  The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 and entitled “Deutsche Bank National Trust Company, as Indenture Trustee for the NRZ Advance Receivables Trust 2015-ON1 Advance Receivables Backed Notes, Collection and Funding Account”.

 

Collections :  The amount of Advance Reimbursement Amounts, cash collected in reimbursement or payment of Receivables in the Trust Estate plus the proceeds of any Permitted Refinancing or of any Indemnity Payments.

 

Control , Controlling or Controlled :  The possession of the power to direct or cause the direction of the management or policies of a Person through the right to exercise voting power or by contract, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

 

Corporate Advance :  Collectively, (i) any advance made by any Servicer (including any predecessor servicer) and reimbursable to such Servicer pursuant to a Designated Servicing Agreement, to inspect, protect, preserve or repair properties that secure Mortgage Loans or that have been acquired through foreclosure or deed in lieu of foreclosure or other similar action pending disposition thereof, or for similar or related purposes, including, but not limited to, necessary legal fees and costs expended or incurred by such Servicer (including any predecessor servicer) in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving Obligors on Mortgage Loans, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by a Mortgage Loan on such a property, and to dispose of properties taken through foreclosure or by deed in lieu thereof or other similar action, (ii) any advance made by any Servicer (including any predecessor servicer) pursuant to a Designated Servicing Agreement to foreclose or undertake similar action with respect to a Mortgage Loan, and (iii) any other out of pocket expenses incurred by any Servicer (including any predecessor servicer) pursuant to a Designated Servicing Agreement (including, for example, costs and expenses incurred in loss mitigation efforts and in processing assumptions of Mortgage Loans).

 

Corporate Advance Receivable :  Any Receivable representing the right to be reimbursed for a Corporate Advance.

 

Corporate Advance Reimbursement Amount :  Any amount collected under any Designated Servicing Agreement from Mortgage Loan Obligors or otherwise, which amount, by the terms of such Designated Servicing Agreement, is payable to any Servicer to reimburse Corporate Advances disbursed by such Servicer or Subservicer (or any predecessor servicer).

 

Corporate Trust Office :  For each Series of Notes, as specified in the related Indenture Supplement.

 

Cumulative Default Supplemental Fee Shortfall Amount :  For each Payment Date and each Class of Notes, any portion of the Default Supplemental Fee or Cumulative Default Supplemental Fee Shortfall Amount for that Class for a previous Payment Date that has not been paid, plus accrued and unpaid interest at the applicable Note Interest Rate plus the Default Supplemental Fee Rate on such shortfall from the Payment Date on which the shortfall first occurred through the current Payment Date.

 

Cumulative ERD Supplemental Fee Shortfall Amount :  For each Payment Date and each Class of Notes, any portion of the ERD Supplemental Fee or Cumulative ERD Supplemental Fee Shortfall Amount for that Class for a previous Payment Date that has not been paid, plus accrued and unpaid interest at the applicable Note Interest Rate plus the Default Supplemental Fee Rate on such shortfall from the Payment Date on which the shortfall first occurred through the current Payment Date.

 

Cumulative Interest Shortfall Amount :  For each Payment Date and each Class of Notes, any portion of the Interest Payment Amount for that Class for all previous Payment Dates that has not been paid if any, plus accrued and unpaid interest at the applicable Note Interest Rate plus the Cumulative Interest Shortfall Amount Rate on such shortfall from the Payment Date on which the shortfall first occurred to but excluding the current Payment Date.

 

Cumulative Interest Shortfall Amount Rate :  As defined in the related Indenture Supplement.

 

Custodial Account :  For each Mortgage Pool, the segregated, non-commingled account or accounts, specified in the related Designated Servicing Agreement, into which the Servicer is required to deposit Collections with respect to the Mortgage Loans serviced under that Designated Servicing Agreement, which may be called a “Certificate Account,” a “Custodial Account,” a “Custodial P&I Account,” a “Principal and Interest Account” or be known by another name specified in the related Designated Servicing Agreement.

 

Custodian :  As defined in Section 2.4(a) .

 

Cut-off Date :  The close of business on August 27, 2015.

 

Default Supplemental Fee :  As defined in the related Indenture Supplement, if applicable.

 

Default Supplemental Fee Rate :  As defined in the related Indenture Supplement, if applicable.

 

Defaulting Counterparty Termination Payments :  Any Early Termination Amount payable to the Derivative Counterparty under the related Derivative Agreement as the result of the designation of an “Early Termination Date” under such Derivative Agreement due to either (x) the occurrence of an Event of Default with respect to which the related Derivative Counterparty is the Defaulting Party or (y) an Additional Termination Event with respect to which such Derivative Counterparty is the sole Affected Party.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the related Derivative Agreement.

 

Deferred Servicing Fee :  The right to payment for accrued but unpaid servicing fees earned by the Servicer (or any predecessor servicer) that are accrued and unpaid on the related monthly remittance date following the related due date; provided, in the case of servicing fees that accrue under a Servicing Agreement after HLSS acquired certain rights under such Servicing Agreement from OLS, Deferred Servicing Fees shall not exceed the pro rata portion of such servicing fees that have been sold by OLS to HLSS pursuant to the Purchase Agreement.

 

Deferred Servicing Fee Receivable :  Any Receivable representing the right to receive payment for any Deferred Servicing Fee pursuant to the terms and provisions of a Designated Servicing Agreement.

 

Definitive Note :  A Note issued in definitive, fully registered form evidenced by a physical Note.

 

Depositor :  NRZ Advance Facility Transferor 2015-ON1 LLC, a Delaware limited liability company, wholly owned by HLSS.

 

Depository :  Initially, The Depository Trust Company, the nominee of which is Cede & Co., and any permitted successor depository.  The Depository shall at all times be a Clearing Corporation.

 

Depository Agreement :  For any Series or Class of Book-Entry Notes, the agreement among the Issuer, the Indenture Trustee and the Depository, dated as of the related Issuance Date, relating to such Notes.

 

Depository Participant :  A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

 

Derivative Account :  As defined in the related Indenture Supplement, if applicable.

 

Derivative Agreement :  Any currency, interest rate or other swap, cap, collar, guaranteed investment contract or other derivative agreement or hedging instrument entered into by the Issuer in connection with any Class or Series of Notes and identified in the related Indenture Supplement, if applicable.

 

Derivative Collateral Account :  As defined in the related Indenture Supplement, if applicable.

 

Derivative Counterparty :  Any party to any Derivative Agreement other than the Issuer or the Indenture Trustee, if applicable.

 

Designated Servicing Agreement :  As of any date, any Servicing Agreement listed on the Designated Servicing Agreement Schedule in accordance with Section 2.1(c) on such date.  For the avoidance of doubt, if any Servicing Agreement contemplates that the Servicer is required or permitted to account for the collections on the serviced Mortgage Loans by segregated “groups” or “pools” (or the equivalent of the foregoing), the Servicer may, in its sole discretion, designate that there is a separate “Designated Servicing Agreement” for each such “group” or “pool”.

 

Designated Servicing Agreement Schedule :  As of any date, the list attached hereto as Schedule 1 , as it may be amended from time to time in accordance with Section 2.1(c) .

 

Designation Date :  The date the Administrator designates a Facility Eligible Servicing Agreement as a Designated Servicing Agreement.   Any Designated Servicing Agreement listed on any schedule hereto as of the initial Funding Date shall be deemed to have a “Designation Date” as of the initial Funding Date (or such other date as may be agreed to by the Administrative Agent).

 

Determination Date :  In respect of any Payment Date or Interim Payment Date, the third Business Day before such Payment Date or Interim Payment Date.

 

Determination Date Report :  A report delivered by the Administrator or the Sub-Administrator on behalf of the Administrator as described in Section 3.2(a) , which shall be delivered in the form of one or more electronic files.

 

Deutsche Bank :  Deutsche Bank National Trust Company.

 

Deutsche Bank National Trust Company Fee Letter : The fee letter agreement between Deutsche Bank National Trust Company and the Issuer dated July 15, 2015, as amended, supplemented, restated, or otherwise modified, setting forth the fees to be paid to Deutsche Bank National Trust Company for the performance of its duties as Indenture Trustee and in all other capacities.

 

Disbursement Report :  As defined in Section 4.3(e) .

 

Distribution Compliance Period :  In respect of any Regulation S Global Note or Regulation S Definitive Note, the forty (40) consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S under the Securities Act) pursuant to Regulation S and (b) the Issuance Date for such Notes.

 

Effective Date :  As defined in the Preamble.

 

Eligible Account : Any of (i) an account or accounts maintained with a depository institution with a short-term rating of at least “F1” by Fitch, if rated by Fitch, and a long-term rating of at least “A” coupled with a short-term rating of at least “A-1” by S&P (or a long-term rating of at least “A+” if the short-term rating is not available), and that is (w) a federal savings and loan   association duly organized, validly existing and in good standing under the federal banking laws of the United States, (x) a banking or savings and loan association duly organized, validly existing and in good standing under the applicable laws of any state, (y) a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States, or (z) a principal subsidiary of a bank holding company; or (ii) a segregated trust account maintained in the trust department of a federal or state chartered depository institution or trust company in the United States, having capital and surplus of not less than $50,000,000, and meeting the rating requirements described in clause (i) above, acting in its fiduciary capacity. Any Eligible Accounts maintained with the Indenture Trustee shall conform to the preceding clause (ii).

 

Eligible Subservicer :  An established mortgage servicer who (i) has been approved by the Administrative Agent in writing in its sole discretion (OLS having been so approved) and (ii) in the case of any Subservicer other than OLS, is subject to such financial tests and control tests and other ongoing tests for eligibility as are required by the Administrative Agent in its sole discretion.

 

Eligible Subservicing Agreement :  A Subservicing Agreement that (i) has been approved by the Administrative Agent by signed instrument and (ii) that has not been assigned or amended in any material respect without the Administrative Agent’s written consent.  For the avoidance of doubt, any subservicing agreement documenting the division of servicing income, rights and responsibilities between OLS and HLSS before the related Transfer Date shall be considered a Subservicing Agreement that is required to be an Eligible Subservicing Agreement, with HLSS as Servicer and OLS as Subservicer and reported as such, notwithstanding the fact that during such period OLS is the Servicer under the Designated Servicing Agreements; provided, that a written subservicing agreement which is an Eligible Subservicing Agreement with OLS as Subservicer must be in effect before the first Transfer Date.  Each of the Homeward Subservicing Agreement, the NRM Subservicing Agreement and the Shellpoint Subservicing Agreement is initially approved by the Administrative Agent as an Eligible Subservicing Agreement, assuming continuing compliance with the requirements of clause (ii) above.  The provisions in the Purchase Agreement that relate to servicing shall constitute an “Eligible Subservicing Agreement” as they are written as of the date hereof; provided , that for purposes of clause (ii) above, any future Sale Supplements to the Purchase Agreement are not considered amendments to an Eligible Subservicing Agreement.

 

Employee Benefit Plan :  As defined in Section 6.5(k) .

 

Entitlement Order :  As defined in Section 8‑102(a)(8) of the UCC.

 

ERD Supplemental Fee :  As defined in the related Indenture Supplement, if applicable.

 

ERD Supplemental Fee Rate :  As defined in the related Indenture Supplement, if applicable.

 

ERISA :  The Employee Retirement Income Security Act of 1974, as amended.

 

Escrow Advance :  An advance made by the Servicer (or a Subservicer on its behalf) (including any predecessor servicer) with respect to a Mortgage Loan pursuant to the Servicer’s obligation to do so under the related Designated Servicing Agreement, of real estate taxes and assessments, or of hazard, flood or primary mortgage insurance premiums, required to be paid (but not otherwise paid) by the related Obligor under the terms of the related Mortgage Loan.

 

Escrow Advance Receivable :  Any Receivable representing the right to be reimbursed for an Escrow Advance.

 

Euroclear :  Euroclear Bank S.A./N.V. as operator of the Euroclear System, and any successor thereto.

 

Event of Default :  As defined in Section 8.1 .

 

Excess Cash Amount :  On any Payment Date or Interim Payment Date, the amount of Available Funds remaining following the allocation and payments set forth pursuant to Sections 4.4(a) through (h) or Sections 4.5(a)(1)(i) through (x) , as applicable.

 

Excess Receivables Funding Amount :  On any Funding Date, the amount that could be drawn on a VFN without violating the Collateral Test, after all the New Receivables Funding Amounts to be drawn on such VFN have been drawn.

 

Excess Servicing Fee Purchaser :  HLSS MSR-EBO Acquisition LLC, any other holder of Excess Servicing Fees and their respective assigns.

 

Excess Servicing Fees : Any and all excess servicing compensation under the Designated Servicing sold to any Person (other than HLSS pursuant to the Purchase Agreement).

 

Exchange Act :  The Securities Exchange Act of 1934, as amended.

 

Expected Repayment Date :  For each Class of Notes, as specified in the related Indenture Supplement.

 

Expense Limit :  With respect to expenses and indemnification amounts, for the Owner Trustee and the Indenture Trustee (in all its capacities), $205,000 in any calendar year (with $200,000 being reserved for the Indenture Trustee), for the Indenture Trustee only (in all its capacities) $105,000 for any single Payment Date (with $100,000 being reserved for the Indenture Trustee); and for other Administrative Expenses, $50,000 in any calendar year; provided that the Expense Limit shall only apply to payments made pursuant to Section 4.5(a)(1)(i) and (ii) and Section 4.5(a)(2)(i) and (ii); and provided , further , that any amounts in excess of the Expense Limit that have not been paid pursuant to Section 4.5 may be applied toward and subject to the Expense Limit for the subsequent calendar year and payable in a subsequent calendar year.

 

Facility Eligible Receivable :  A Receivable:

 

(i)               which constitutes a “general intangible” or “payment intangible” within the meaning of Section 9-102(a)(42) or Section 9-102(a)(61) or, in the case of a Deferred Servicing Fee Receivable, an “account” within the meaning of Section 9‑102(a)(2), as applicable (or the corresponding provision in effect in a particular jurisdiction) of the UCC as in effect in all applicable jurisdictions;

 

(ii)              which is denominated and payable in United States dollars;

 

(iii)            which arises under and pursuant to the terms of a Designated Servicing Agreement and, at the time the related Advance was made or the related Deferred Servicing Fee accrued, (A) was determined by the Servicer or Subservicer, as applicable, in good faith to (1) be ultimately recoverable from the proceeds of the related Mortgage Loan, related liquidation proceeds or otherwise from the proceeds of or collections on the related Mortgage Loan and (2) comply with all requirements for reimbursement or payment under, the related Designated Servicing Agreement and as to which the Servicer has complied with all of the requirements for reimbursement under the related Designated Servicing Agreement and which remains collectible, and (B) was authorized pursuant to the terms of the related Designated Servicing Agreement; provided, that Receivables attributable to mandatory Corporate Advances and Escrow Advances, such as foreclosure litigation expenses or broker price opinion costs permitted or required under the related Servicing Agreement shall not be disqualified under this clause even if not recoverable from collections on or proceeds of the related Mortgage Loan if, and only if, they are recoverable from other collections with respect to the related pool of Mortgage Loans pursuant to the related Servicing Agreement and the Servicer or Subservicer, as applicable, has determined in good faith to be ultimately recoverable from such funds;

 

(iv)            as to which all right, title and interest in and to such Receivable (including good and marketable title) have been validly sold and/or contributed by a Receivables Seller to the Depositor, and validly sold and/or contributed by the Depositor to the Issuer and, prior to the related Transfer Date, sold by the Servicer to the Receivables Seller, or in the case of certain Receivables sold to the Issuer by any Prior Issuer, right, title and interest to such Receivables validly sold by the related Prior Issuer to the Issuer pursuant to an Assignment and Recognition Agreement;

 

(v)           with respect to which no representation or warranty made by the Receivables Seller or the Servicer in the Receivables Sale Agreement has been breached, which breach could reasonably be expected to have a material Adverse Effect and which breach has continued uncured for thirty (30) days;

 

(vi)            with respect to which, as of the date such Receivable was acquired by the Issuer, none of the Receivables Seller, the Servicer, the Subservicer or the Depositor had (A) taken any action that would impair the right, title and interest of the Indenture Trustee therein, or (B) failed to take any action that was necessary to avoid impairing the Indenture Trustee’s right, title or interest therein;

 

(vii)           the Advance related to which either (A) has been fully funded by the Servicer or Subservicer or its predecessor servicer using its own funds and/or Amounts Held for Future Distribution (to the extent permitted under the related Designated Servicing Agreement) and/or Collections (as appropriate) in excess of the related Required Expense Reserve, and/or amounts drawn on Variable Funding Notes or out of funds in the Collection and Funding Account or Available Funds as provided herein, or (B) in the case of P&I Advances, will be funded on the related Funding Date and all amounts necessary to fund the related Advance are on deposit in an account under the exclusive control and direction of the Indenture Trustee pending remittance to the appropriate MBS Trustees (in the case of a P&I Advance funded pursuant to a Designated Servicing Agreement that is not a Whole Loan Servicing Agreement) or to the related owner (in the case of a P&I Advance funded pursuant to a Whole Loan Servicing Agreement);

 

(viii)          which, if arising under a Whole Loan Servicing Agreement, provides for reimbursement or payment to the Servicer in respect of the related Advance or Deferred Servicing Fee in full at the time the servicing of such Mortgage Loan is transferred out of such Servicing Agreement such that it is no longer subject to such Servicing Agreement;

 

(ix)             which, if the Servicer (including for this purpose OLS or an OFC-Owned Servicer prior to the related Transfer Date) engages a subservicer in connection with the related Designated Servicing Agreement (whether in effect on the initial Issuance Date or arising or entered into thereafter) to perform the collections on the Mortgage Loan related to such Receivable and administer the making and reimbursement of the related Advances and various related tasks, (a) the Servicer (x) continues to fund the Advances under such Designated Servicing Agreement in a manner consistent herewith and the Servicer continues to account for the Advances in the same manner that the Servicer does under Designated Servicing Agreements where there are no subservicers and (y) continues to have the contractual rights to be reimbursed for any such Advances made thereunder pursuant to the terms of such Servicing Agreement, and the subservicer does not have contractual rights to such Receivables but merely remits the related Advance Reimbursement Amounts to the related Custodial Account within two Business Days of receipt thereof, (b) the Servicer shall have provided notice to the Note Rating Agencies of such subservicing agreement, (c) either (i) such subservicer is an Eligible Subservicer or (ii) no more than one-hundred and eighty (180) days have passed since such Subservicer ceased to be an Eligible Subservicer and (d) the Administrative Agent shall have provided prior written consent to the subservicing arrangement (which may be withheld in its sole and absolute discretion) following which consent such Designated Servicing Agreement and such subservicing arrangement will be specified on Schedule 2 hereto (as such schedule may be updated from time to time with the consent of each Administrative Agent);

 

(x)             which arises under a Facility Eligible Servicing Agreement and does not arise under an Ineligible Designated Servicing Agreement; and

 

(xi)             which was funded under a Terminated DSA prior to the termination of OLS or an OFC-Owned Servicer as servicer.

 

Facility Eligible Servicing Agreement :  As of any date of determination, any Designated Servicing Agreement which meets the following criteria (and for the avoidance of doubt, which is not an Ineligible Designated Servicing Agreement):

 

(i)              either OLS or an OFC-Owned Servicer (in either case, prior to the related Transfer Date) and a NRZ Servicer (from and after the related Transfer Date) is either (A) the servicer (or, subject to satisfaction of the criteria below, subservicer) under such Servicing Agreement and has not resigned as Servicer hereunder or (B) was the servicer or subservicer thereunder previously (a “ Terminated DSA ”) but was terminated as servicer thereunder not more than 120 days before such date of determination so long as the following conditions are met: (i) the Servicer has delivered to the Administrative Agent evidence satisfactory to the Administrative Agent that each Receivable under such Terminated DSA will be paid by (or on behalf of) the successor servicer at par within 120 days of the related servicing transfer, (ii) such successor servicer to the Terminated DSA shall be Nationstar, SPS, Walter, SLS or another servicer if consented to by the Administrative Agent in its sole discretion (for the avoidance of doubt, this clause (ii) shall exclude any successor of Nationstar, SPS, Walter or SLS from the exemption of the requirement of Administrative Agent consent), (iii) such Terminated DSA shall contain a FIFO provision, (iv) in the event that the outstanding Receivables balance for such Terminated DSA exceeds $50,000,000.00, Administrative Agent approval, in its sole discretion, shall be required unless either Nationstar or SPS is the successor servicer to OLS or the OFC-Owned Servicer or NRZ Servicer thereunder, and (v) no new Receivables shall be funded with respect to such Terminated DSA following the date of termination;

 

(ii)             pursuant to the terms of such Servicing Agreement:

 

(A)            under such agreement, the Servicer is permitted to reimburse itself for the related Advance or, solely with respect to Deferred Servicing Fee Receivables, pay itself for the related Deferred Servicing Fee out of late collections of the amounts advanced or fees deferred, including from insurance proceeds and liquidation proceeds from the Mortgage Loan with respect to which such Advance was made or Deferred Servicing Fee was accrued, prior to any holders of any notes, certificates or other securities backed by the related mortgage loan pool or any other owner of or investor in the Mortgage Loan, and prior to payment of any party subrogated to the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to any related Mortgage Pool or any related trustee, custodian, hedge counterparty or credit enhancer; provided, that reimbursement of any Advance with respect to a Second-Lien Receivable shall be subject to any first lien on the related Mortgaged Property or REO Property, as applicable, under which such Advance arises;

 

(B)            under such agreement, if the Servicer determines that an Advance or a Deferred Servicing Fee will not be recoverable out of late collections of the amounts advanced or, solely with respect to Deferred Servicing Fee Receivables, fees deferred or out of insurance proceeds or liquidation proceeds from the Mortgage Loan with respect to which the Advance was made or Deferred Servicing Fee was accrued, the Servicer (or Subservicer) has the right to reimburse or pay itself for such Advance or Deferred Servicing Fee out of any funds (other than prepayment charges) in the Custodial Account or out of general collections received by the Servicer or Subservicer on its behalf with respect to any Mortgage Loans serviced under the same Designated Servicing Agreement, prior to any payment to any holders of any notes, certificates or other securities backed by the related mortgage loan pool or any other owner of or investor in the Mortgage Loan, and prior to payment of any party subrogated to the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to the related Mortgage Pool or any related trustee, custodian or credit enhancer (a “ General Collections Backstop ”), except that this clause (ii)(B) shall not apply to Loan-Level Receivables;

 

(iii)            all Receivables arising under such Servicing Agreement are free and clear of any Adverse Claim in favor of any Person (other than any Permitted Lien) and the related MBS Trustee or other owner or investor and, if required by the related Designated Servicing Agreement, any related monoline insurer or other credit enhancement provider shall have been delivered a notice substantially in the form of Exhibit C attached hereto signed by the Servicer;

 

(iv)            the Designated Servicing Agreement is in full force and effect;

 

(v)            an Eligible Subservicing Agreement is in full force and effect for all mortgage loans serviced by the Servicer under such Designated Servicing Agreement, and the related Subservicer (or OLS or any OFC-Owned Servicer as Servicer prior to the related Transfer Date) is an Eligible Subservicer and is in compliance with such Subservicing Agreement and, from and after the related Transfer Date, OLS, any other OFC-Owned Servicer or another servicer acceptable to the Administrative Agent, shall be serving as “hot back-up servicer” or as a “subservicer” for the applicable NRZ Servicer under an agreement approved by the Administrative Agent (and the NRM Subservicing Agreement or Shellpoint Subservicing Agreement, as applicable, is approved for these purposes); provided that prior to a Transfer Date for any Designated Servicing Agreement, this requirement is satisfied if OLS or an OFC-Owned Servicer is the Servicer under such Designated Servicing Agreement and OLS or an OFC-Owned Servicer meets the criteria of an “Eligible Subservicer” as described herein that are required to be satisfied by OLS;

 

(vi)            the Servicing Agreement arises under and is governed by the laws of the United States or a State within the United States; and

 

(vii)            the Servicer has not voluntarily elected to change the reimbursement mechanics of Advances or payment mechanics for Deferred Servicing Fees under such Servicing Agreement from a pool-level reimbursement mechanic or payment mechanic to a loan-level reimbursement mechanic or payment mechanic or from a loan-level reimbursement mechanic or payment mechanic to a pool-level reimbursement mechanic or payment mechanic without consent of the Administrative Agent.

 

In addition, for a subservicing agreement   (pursuant to which the Servicer is acting as a subservicer) to be a Facility Eligible Servicing Agreement, the subservicing agreement and the related servicing or master servicing agreement must provide that:  (1) the Servicer, as subservicer, under such agreement, is required to make all Advances or accrue Deferred Servicing Fees on Mortgage Loans subserviced by a Servicer; (2) the Servicer, as subservicer under such agreement, is entitled to reimbursement or payment from all permitted sources under the related Servicing Agreement; (3) the related primary or master servicer agrees to remit to the Servicer, as subservicer, within two (2) Business Days of receipt thereof, any collections and reimbursements of P&I Advances, Corporate Advances and Escrow Advances or payments for Deferred Servicing Fees it receives, without set-off; and (4) the related primary or master servicer agrees to reasonably cooperate with the Servicer, as subservicer, to obtain reimbursement or payment of P&I Advances, Deferred Servicing Fees, Corporate Advances and Escrow Advances including, if either of such primary or master servicer or the Servicer, as subservicer, is terminated, by seeking immediate reimbursement or payment therefor from the successor servicer or, failing that, on a first-in-first-out basis.

 

Facility Entity :  As defined in Section 9.5(i) .

 

Facility Year :  A period beginning on the Closing Date or any anniversary of the Closing Date, and ending on the next anniversary of the Closing Date.

 

Fee Accumulation Account :  The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 and entitled “Deutsche Bank National Trust Company, as Indenture Trustee in trust for the Noteholders of the NRZ Advance Receivables Trust 2015-ON1 Advance Receivables Backed Notes, Fee Accumulation Account”.

 

Fee Accumulation Amount :  With respect to each Interim Payment Date or any Limited Funding Date, the aggregate amount of Fees, plus any Series Fees, up to the Series Fee Limit, plus any Undrawn Fees, due and payable on the next Payment Date plus any expenses (including indemnities) payable on the next Payment Date pursuant to Section 4.5(a)(1)(i) or (ii) or Section 4.5(a)(2)(i) or (ii) that have been invoiced or noticed to the Indenture Trustee and the Administrator prior to the Determination Date for such Interim Payment Date or Limited Funding Date, as applicable, plus any Default Supplemental Fees and Cumulative Default Supplemental Fee Shortfall Amounts, plus any ERD Supplemental Fees and Cumulative ERD Supplemental Fee Shortfall Amounts minus   amounts already on deposit in the Fee Accumulation Account (assuming for this purpose that the aggregate VFN Principal Balance remains unchanged from the Determination Date for such Interim Payment Date or Limited Funding Date, as applicable, through the end of the then-current Interest Accrual Period).

 

Fee Letter :  For any Series, as defined in the related Indenture Supplement, if applicable.

 

Fees :  Collectively, with respect to any Interest Accrual Period, the Indenture Trustee Fee, the Owner Trustee Fee and the Verification Agent Fee.

 

Final Payment Date :  For any Class of Notes, the earliest of (i) the Stated Maturity Date for such Class, (ii) after the end of the related Revolving Period, the Payment Date on which the Note Balance of the Notes of such Class has been reduced to zero, and (iii) the Payment Date which follows the Payment Date on which all proceeds of the sale of the Trust Estate are distributed pursuant to Section 8.6 .

 

Financial Asset :  As defined in Section 8‑102(a)(9) of the UCC.

 

Fitch :  Fitch Ratings, Inc., or any successor thereto.

 

Full Amortization Period :  For all Series of Notes, the period that begins upon the commencement of the Full Amortization Period pursuant to Section 4.12 hereof and ends on the date on which the Notes of all Series are paid or redeemed in full.

 

Funded Advance Receivable Balance :  On any date (i) for Facility Eligible Receivables included in the Trust Estate, the aggregate of the Receivable Balances of such Facility Eligible Receivables minus the portion of aggregate P&I Advances that were funded using Amounts Held for Future Distribution which have not yet been restored by the Servicer to the related Custodial Account and (ii) for any particular Designated Servicing Agreement on any date, the aggregate balance of all Facility Eligible Receivables outstanding under such Servicing Agreement minus the portion thereof that was funded using Amounts Held for Future Distribution which have not yet been restored by the Servicer to the related Custodial Account.

 

Funding Certification :  A report delivered by the Administrator in respect of each Funding Date pursuant to Section 4.3(a) .

 

Funding Conditions :  With respect to any proposed Funding Date, the following conditions:

 

(i)              no breach of the Collateral Test shall exist following the proposed funding;

 

(ii)             no breach of representation, warranty or covenant of the Receivables Seller, the Servicer, the Administrator, the Depositor or the Issuer, or with respect to the Receivables, hereunder or under any Transaction Document, which could reasonably be expected to have a material Adverse Effect, shall exist;

 

(iii)            solely with respect to any Funding Date which will be a VFN Draw Date, (A) (unless (and to the extent) the related VFN Noteholder or VFN Noteholders have agreed to waive this condition for purposes of fundings under their related Variable Funding Notes), no Funding Interruption Event shall be continuing and (B) (unless (and to the extent) the related VFN Noteholder or VFN Noteholders have agreed to waive this condition for purposes of fundings under their related Variable Funding Notes), no Event of Default shall have occurred and be continuing;

 

(iv)            the Administrator or the Sub-Administrator on behalf of the Administrator shall have provided the Indenture Trustee, no later than 1:00 p.m. New York City time on the Business Day preceding such Funding Date (or such other time as may be agreed to from time to time by the Administrator, the Indenture Trustee and the Administrative Agent), a Determination Date Report reporting information with respect to the Receivables in the Trust Estate and demonstrating the satisfaction of the Collateral Test, and no later than 10:00 a.m. New York City time on such Funding Date, a Funding Certification certifying that all Funding Conditions have been satisfied; provided , however that no Variable Funding Note Noteholder shall have any liability for failing to fund a requested draw of a Variable Funding Note unless it has received a Funding Certification and Determination Date Administrator Report by 1:00 p.m. New York City time on the Business Day preceding such Funding Date;

 

(v)             the full amount of the Required Expense Reserve shall be on deposit in the Collection and Funding Account, before and after the release of cash from such account to fund the purchase price of Receivables;

 

(vi)            on any Funding Date that is an Interim Payment Date or Limited Funding Date, after giving effect to the transfers on such Funding Date contemplated by Section 4.3(f) , the Interest Accumulation Amount is on deposit in the Interest Accumulation Account, the Fee Accumulation Amount is on deposit in the Fee Accumulation Account, the Target Amortization Principal Accumulation Amount, if any, is on deposit in the Target Amortization Principal Accumulation Account and the Series Reserve Required Amount is on deposit in the Series Reserve Account for each Series;

 

(vii)           the payment of the New Receivables Funding Amount in connection with the related sale of Additional Receivables on such Funding Date or the drawing on any VFNs shall not result in a material adverse United States federal income tax consequence to the Trust Estate or any Noteholders;

 

(viii)          the related Advances shall have been fully funded out of the Servicer’s or Subservicer’s own funds and/or Amounts Held for Future Distribution under the related Designated Servicing Agreement (if permitted under the related Designated Servicing Agreement), and, if a P&I Advance subject to same-day pre-funding, shall be on deposit in a disbursement account under the exclusive control and direction of the Indenture Trustee pending remittance to the related MBS Trustee; it being understood that the Indenture Supplement may specify conditions, in addition to the Funding Conditions, that must be met before draws may be made on a VFN issued under such Indenture Supplement;

 

(ix)            the Verification Agent is a professional services firm approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d) hereof, or if such professional services firm (x) resigns as Verification Agent and not more than thirty (30) days have passed since such resignation, (y) resigns as Verification Agent and more than thirty (30) days have passed since such resignation and the Administrator is using commercially reasonable efforts to hire a replacement Verification Agent or (z) is terminated by the Receivables Seller, the Depositor or the Issuer, the Administrator has selected a successor verification agent and the Administrative Agent has approved such successor verification agent (such approval not to be unreasonably withheld or delayed) and such successor verification agent has assumed the Verification Agent’s duties;

 

(x)             in connection with any request for funding of Deferred Servicing Fee Receivables, the Servicer has paid to each Excess Servicing Fee Purchaser the amount of all accrued servicing fees under any Designated Servicing Agreements that have been sold to an Excess Servicing Fee Purchaser, and that, without duplication, the Servicer has paid all amounts required to be paid to any Excess Servicing Fee Purchasers, any assignee or any other party in connection with any Excess Servicing Fees that relate to any Designated Servicing Agreements under this Indenture and that any Deferred Servicing Fee Receivables arising under such Designated Servicing Agreements are not subject to any Adverse Claim other than Permitted Liens;

 

(xi)             in connection with any request for funding of Deferred Servicing Fee Receivables, the Administrator has provided an updated, executed disclaimer substantially in the form of Exhibit H that has been agreed to and accepted by the related Excess Servicing Fee Purchasers or any other party that may have an interest in the Excess Servicing Fees that relate to any Deferred Servicing Fees arising under any Designated Servicing Agreements, which disclaimer shall be dated as of date no more than 30 days prior to the proposed Funding Date.  Unless and until the Administrator delivers such a disclaimer to the Administrative Agent, no additional Deferred Servicing Fee Receivables shall be eligible for financing under this Indenture and accordingly, shall not (i) be transferred to the Depositor or (ii) constitute “Receivables” for purposes of the Receivables Sale Agreement and related Transaction Documents;

 

(xii)            the Full Amortization Period shall not be in effect;

 

(xiii)           does not relate to a Receivable funded under a Terminated DSA, except for those Receivables funded prior to the date of termination; and

 

(xiv)           if there are any Designated Servicing Agreements subject to the New RMSR Agreement, the Administrative Agent shall have consented to the New RMSR Agreement in writing.

 

Funding Date :  Any Payment Date, any Interim Payment Date or any Limited Funding Date occurring at a time when no Full Amortization Period shall have occurred and shall be continuing; provided , that the Administrator or the Sub-Administrator on behalf of the Administrator shall have delivered a Funding Certification in accordance with Section 4.3(a) for such date.

 

Funding Interruption Event :  The occurrence of an event which with the giving of notice or the passage of time, or both, would constitute an Event of Default, whether or not the Indenture Trustee, the Administrative Agent and/or any Noteholders have provided notice sufficient to cause the Full Amortization Period to commence as a result of such event.

 

GAAP :  U.S. generally accepted accounting principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its successors, as in effect from time to time, and (ii) applied consistently with principles applied to past financial statements of OLS, HLSS and their respective subsidiaries; provided   that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) that such principles have been properly applied in preparing such financial statements.

 

Grant :  Pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture.  A Grant of collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

 

HLSS :  Has the meaning set forth in the Preamble.

 

Homeward :  Homeward Residential, Inc.

 

Homeward Designated Servicing Agreement :  As of any date, the Servicing Agreements identified on the Homeward Designated Servicing Agreement Schedule, for which OLS has assumed such servicing rights and obligations by acting as a subservicer of the mortgage loans for Homeward, including the obligation to make Advances from and after March 13, 2013 and the right to collect the related Receivables in reimbursement of such Advances and the right to collect Receivables in existence on March 13, 2013 related to Advances made by Homeward.

 

Homeward Designated Servicing Agreement Schedule : The list of all Homeward Designated Servicing Agreements, as may be amended from time to time in accordance with Section 2.1(c) .  The initial Homeward Designated Servicing Agreement Schedule is attached hereto as Schedule 1-B.  As additional Servicing Agreements are added as Homeward Designated Servicing Agreements, and as Servicing Agreements are removed as Homeward Designated Servicing Agreements, the Administrator shall update the Homeward Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Homeward Designated Servicing Agreement Schedule.  Homeward Sale Agreement: The Master Servicing Rights Sale Agreements, dated as of March 1, 2013 and March 29, 2013, each between Homeward and OLS and other similar agreements as may be entered into after the date hereof, each as amended, supplemented, restated, or otherwise modified from time to time.

 

Homeward Subservicing Agreement :  That certain subservicing agreement, dated as of February 15, 2013, between Homeward and OLS, as amended, supplemented, restated, or otherwise modified from time to time.

 

Increased Costs :  The amounts described in the related Indenture Supplement, if applicable.

 

Increased Costs Limit :  For any Series or Class of Notes, as defined in the related Indenture Supplement, if applicable.

 

Indemnity Payment :  With respect to any Receivable in respect of which a payment is required to be made by the Issuer, the Depositor or the Receivables Seller under Section 2.3 of this Indenture, the Receivables Pooling Agreement, the Receivables Sale Agreement or any Assignment and Recognition Agreement, and as of the Payment Date on which the “Indemnity Payment” must be made, the Receivable Balance of such Receivable as of such Payment Date.

 

Indenture :  As defined in the Preamble.

 

Indenture Supplement :  With respect to any Series of Notes, a supplement to this Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to Section 6.1 , together with any amendment to the Indenture Supplement executed pursuant to Section 12.1 or 12.2 , and, in either case, including all amendments thereof and supplements thereto.

 

Indenture Trustee :  The Person named as the Indenture Trustee in the Preamble until a successor Indenture Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Indenture Trustee” means and includes each Person who is then an Indenture Trustee hereunder.

 

Indenture Trustee Authorized Officer :  With respect to the Indenture Trustee, Calculation Agent, Paying Agent, Note Registrar or Securities Intermediary, any officer of the Indenture Trustee, Calculation Agent, Paying Agent, Note Registrar or Securities Intermediary assigned to its corporate trust services, including any vice president, assistant vice president, assistant treasurer or trust officer, who is customarily performing functions with respect to corporate trust matters and, with respect to a particular corporate trust matter under this Indenture, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Indenture.

 

Indenture Trustee Fee :  The fee payable to the Indenture Trustee hereunder on each Payment

Date in a monthly amount as agreed in the Deutsche Bank National Trust Company Fee Letter, which includes the fees to Deutsche Bank National Trust Company and its successors and assigns in its capacities as Calculation Agent, Paying Agent, Securities Intermediary and Note Registrar; provided that the Indenture Trustee shall also be entitled to receive payment of separate fees and expenses pursuant to Section 11.7 in connection with tax filings made by the Indenture Trustee.

Independent Manager :  (i) A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “ Independent Parties ”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided , that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager.

 

Ineligible Designated Servicing Agreement :  Any Designated Servicing Agreement listed on Schedule 6 hereto.

 

Initial Collection Account :  An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit to the Collection and Funding Account.

 

Initial Note Balance :  For any Note or for any Class of Notes, the Note Balance of such Note upon the related Issuance Date as specified in the related Indenture Supplement.

 

Initial Receivables :  The OLS Initial Receivables sold by OLS to HLSS, the Receivables sold and/or contributed by HLSS to the Depositor on the initial Funding Date pursuant to the Receivables Sale Agreement, and further sold and/or contributed by the Depositor to the Issuer on the initial Funding Date pursuant to the Receivables Pooling Agreement, and the Receivables sold by the Prior Issuers to the Issuer on the initial Funding Date pursuant to an Assignment and Recognition Agreement, and Granted by the Issuer to the Indenture Trustee for inclusion in the Trust Estate.

 

Insolvency Event :  With respect to a specified Person, (i) an involuntary case or other proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced against any Person or any substantial part of its property, or a petition shall be filed against such Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the winding-up or liquidation of such Person’s business and (A) such case or proceeding shall continue undismissed and unstayed and in effect for a period of sixty (60) days or (B) an order for relief in respect of such Person shall be entered in such case or proceeding under such laws or a decree or order granting such other requested relief shall be granted; or (ii) the commencement by such Person of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due or the admission by such Person of its inability to pay its debts generally as they become due.

 

Insolvency Proceeding :  Any proceeding of the sort described in the definition of Insolvency Event.

 

Interest Accrual Period :  For any Class of Notes and any Payment Date, the period specified in the related Indenture Supplement.

 

Interest Accumulation Account :  The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 and entitled “Deutsche Bank National Trust Company, as Indenture Trustee in trust for the Noteholders of the NRZ Advance Receivables Trust 2015-ON1 Advance Receivables Backed Notes, Interest Accumulation Account”.

 

Interest Accumulation Amount :  With respect to each Interim Payment Date or Limited Funding Date, the sum of the Interest Payment Amount due and payable with respect to all Classes of Notes on the next succeeding Payment Date, plus   all Cumulative Interest Shortfall Amounts as of the immediately preceding Payment Date, minus   amounts then on deposit in the Interest Accumulation Account (assuming for this purpose that the aggregate VFN Principal Balance remains unchanged from the Determination Date for such Interim Payment Date or Limited Funding Date, as applicable, through the end of its then-current Interest Accrual Period).

 

Interest Amount :  For each Interest Accrual Period and each Class of Notes, interest accrued on such Class during such period, in an amount equal to interest on such Class’s Note Balance at the applicable Note Interest Rate.

 

Interest Day Count Convention :  For any Series or Class of Notes, the fraction specified in the related Indenture Supplement to indicate the number of days counted in an Interest Accrual Period divided by the number of days assumed in a year, for purposes of calculating the Interest Payment Amount for each Interest Accrual Period in respect of such Series or Class.

 

Interest Payment Amount :  For any Series or Class of Notes, as applicable and with respect to any Payment Date:

 

(i)              for any Series or Class of Term Notes, the related Cumulative Interest Shortfall Amount plus the product of:

 

(A)            the Note Balance as of the close of business on the preceding Payment Date;

 

(B)            the related Note Interest Rate for such Series or Class and for the related Interest Accrual Period; and

 

(C)            the Interest Day Count Convention specified in the related Indenture Supplement; and

 

(ii)             for any Series or Class of Variable Funding Notes, the related Cumulative Interest Shortfall Amount plus the product of:

 

(A)            the average daily aggregate VFN Principal Balance during the related Interest Accrual Period (calculated based on the average of the aggregate VFN Principal Balances on each day during the related Interest Accrual Period);

 

(B)            the related Note Interest Rate for such Class during the related Interest Accrual Period; and

 

(C)            the Interest Day Count Convention specified in the related Indenture Supplement.

 

Interested Noteholders :  For any Class, any Noteholder or group of Noteholders holding Notes evidencing not less than 25% of the aggregate Voting Interests of such Class.

 

Interim Payment Date :  With respect to any Series of Notes, as defined in the related Indenture Supplement.

 

Interim Payment Date Report :  As defined in Section 3.2(c) .

 

Intermediate Transferee :  An entity to which HLSS transfers Receivables prior to the transfer thereof to the Depositor.

 

Invested Amount :  For any Series or Class of Notes, the related Series Invested Amount or Class Invested Amount, as applicable.

 

Investment Company Act :  The Investment Company Act of 1940, as amended.

 

Issuance Date :  For any Series of Notes, the date of issuance of such Series, as set forth in the related Indenture Supplement.

 

Issuer :  Has the meaning set forth in the Preamble.

 

Issuer Affiliate :  Any person involved in the organization or operation of the Issuer or an affiliate of such a person within the meaning of Rule 3a-7 promulgated under the Investment Company Act.

 

Issuer Amount :  As defined in Section 4.3(e) .

 

Issuer Authorized Officer :  Any Director or any authorized officer of the Owner Trustee or the Administrator who may also be an officer or employee of HLSS, its managing member or an Affiliate of HLSS or its managing member.

 

Issuer Certificate :  A certificate (including an Officer’s Certificate) signed in the name of an Issuer Authorized Officer, or signed in the name of the Issuer by an Issuer Authorized Officer.  Wherever this Indenture requires that an Issuer Certificate be signed also by an accountant or other expert, such accountant (which may or may not be independent certified public accountants approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d) ) or other expert (except as otherwise expressly provided in this Indenture) may be an employee of HLSS or an Affiliate.

 

Issuer Tax Opinion :  With respect to any undertaking, an Opinion of Counsel to the effect that, for United States federal income tax purposes, (i) such undertaking will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes, (ii) except in the case of Specified Notes, if any Notes are issued or deemed issued as a result of such undertaking, any Notes issued or deemed issued on such date that are outstanding for United States federal income tax purposes will be debt and with respect to any Specified Notes issued or deemed issued on such date that are Outstanding for United States federal income tax purposes and as to which the Issuer has previously received an opinion that such Notes should be debt, such Notes should be debt, and, if requested by the Administrative Agent, (iii) such undertaking will not cause the Noteholders or beneficial owners of Notes previously issued to be deemed to have sold or exchanged such Notes for federal income tax purposes under Section 1001 of the Code.

 

Judicial Corporate Advance :  Any Corporate Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Judicial State.

 

Judicial Corporate Receivable :  Any Corporate Advance Receivable in respect of a Judicial Corporate Advance.

 

Judicial Deferred Servicing Fee :  Any Deferred Servicing Fee in respect of a Mortgage Loan secured by a Mortgaged Property located in a Judicial State.

 

Judicial Deferred Servicing Fee Receivable :  Any Deferred Servicing Fee Receivable in respect of a Judicial Deferred Servicing Fee.

 

Judicial Escrow Advance :  Any Escrow Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Judicial State.

 

Judicial Escrow Receivable :  Any Escrow Advance Receivable in respect of a Judicial Escrow Advance.

 

Judicial P&I Advance :  Any P&I Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Judicial State.

 

Judicial P&I Receivable :  Any P&I Advance Receivable in respect of a Judicial P&I Advance.

 

Judicial State :  Each state or territory of the United States that is not a Non‑Judicial State.

 

Limited Funding Date :   For any Series or Class of Notes, as defined in the related Indenture Supplement, if applicable.

 

Liquidity Facility :  Any liquidity back-stop facility which may be utilized by a Noteholder of a Class to fund some or all of its disbursements on any such Class of the Notes.

 

Liquidity Provider :  With respect to any Series or Class of VFNs, any “Support Party” or similar entity as further described in the related Indenture Supplement and/or Note Purchase Agreement, as applicable.

 

Loan-Level Advance :  An Advance that arises under a Designated Servicing Agreement that does not provide that the related Advance is reimbursable from general collections and proceeds of the entire related mortgage pool if such Advance is determined to be a Nonrecoverable Advance.

 

Loan-Level Deferred Servicing Fee :  A Deferred Servicing Fee that arises under a Designated Servicing Agreement that does not provide that the related Deferred Servicing Fee is payable from general collections and proceeds of the entire related mortgage pool if such Deferred Servicing Fee is determined to be a Nonrecoverable Deferred Servicing Fee.

 

Loan-Level Receivable :  A Receivable that is the right to reimbursement for a Loan-Level Advance or the right to payment for a Loan-Level Deferred Servicing Fee.

 

Majority Noteholders :  With respect to any Series or Class of Notes or all Outstanding Notes, the Noteholders of greater than 50% of the Note Balance of the Outstanding Notes of such Series or Class or of Outstanding Notes, as the case may be, measured by Voting Interests in any case.

 

Master Agreement :  The Master Agreement, dated as of July 23, 2017, by and among OLS, HLSS, MSR – EBO and NRM, as amended, restated, supplemented or otherwise modified from time to time.

 

Maximum VFN Principal Balance :  For any VFN Class, the amount specified in the related Indenture Supplement.

 

MBS Trustee :  A trustee or indenture trustee for a Mortgage Pool that is a securitization trust.

 

Monthly Advance Collection Period :  With respect to any Payment Date, the period beginning on the Determination Date for the preceding Payment Date and ending at the close of business on the day before the Determination Date for the current Payment Date, except that, with respect to the initial Payment Date, the Monthly Advance Collection Period begins on the Cut-off Date and ends at the close of business on the day before the related Determination Date.

 

Month-to-Date Available Funds :  With respect to any Interim Payment Date or any Payment Date, the aggregate amount of Collections deposited into the Collection and Funding Account during the period beginning on the day immediately succeeding the Payment Date prior to such Interim Payment Date or Payment Date and ending on such Interim Payment Date or Payment Date.

 

Moody’s :  Moody’s Investors Service.

 

Mortgage :  With respect to a Mortgage Loan, a mortgage, deed of trust or other instrument encumbering a fee simple interest in real property securing a Mortgage Note.

 

Mortgage Loan :  A loan secured by a Mortgage on real property (including REO Property resulting from the foreclosure of the real property that had secured such loan), which loan has been transferred and assigned to an MBS Trustee and serviced for such MBS Trustee pursuant to a Servicing Agreement or which loan is serviced pursuant to a Whole Loan Servicing Agreement.  For the avoidance of doubt, and notwithstanding any other provision of this Indenture, all references in this Indenture and in any other Transaction Documents to “Advances” and “Receivables” refer solely to those related to Mortgage Loans serviced by a NRZ Servicer, OLS, Homeward or any other OFC-Owned Servicer pursuant to the related Designated Servicing Agreement.

 

Mortgage Note :  The note or other evidence of the indebtedness of a mortgagor secured by a Mortgage under a Mortgage Loan and all amendments, modifications and attachments thereto.

 

Mortgage Pool :  A trust or trust estate in which the Mortgage Loans being serviced by the Servicer pursuant to a Designated Servicing Agreement are held by the related MBS Trustee or a pool of Mortgage Loans being serviced under a Whole Loan Servicing Agreement that is a Facility Eligible Servicing Agreement.

 

Mortgaged Property :  The interest in real property securing a Mortgage Loan as evidenced by the related Mortgage, together with improvements thereto securing a Mortgage Loan.

 

MSR :  Mortgage Servicing Rights.

 

MSR Purchase Agreement :  The Master Servicing Rights Purchase Agreement, dated as of October 1, 2012, as supplemented from time to time by related Sale Supplements, by and among OLS, HLSS and MSR – EBO, as amended by the Master Agreement and as further amended, restated, supplemented or otherwise modified from time to time.

 

MSR Transfer Notice :  A notice delivered by a NRZ Servicer to the Indenture Trustee in the form attached hereto as Exhibit I .

 

Nationstar : Nationstar Mortgage LLC or any successor thereof.

 

Net Excess Cash Amount :  On any Payment Date or Interim Payment Date, the amount of funds available to be distributed to the Depositor pursuant to Section 4.4(j) , Section 4.5(a)(1)(xii) or Section 4.5(a)(2)(vi) , as applicable.

 

New Receivables Funding Amount :  For any Funding Date and with respect to any amounts to be disbursed on any Funding Date, an amount equal to the sum of the Series New Receivables Funding Amounts for all Outstanding Series for all Additional Receivables to be funded on such Funding Date, subject to limitation by the amount of Available Funds and by the amount that may be drawn on any VFNs in respect of such Funding Date and subject to the satisfaction of all Funding Conditions; provided , however , that (1) in any event the aggregate New Receivables Funding Amount disbursed on any Funding Date shall be limited to an amount which may be disbursed without resulting in a violation of the Collateral Test, (2) no amounts may be drawn on VFNs on a Limited Funding Date, and (3) the New Receivables Funding Amount on a Limited Funding Date is limited to amounts then on deposit in the Collection and Funding Account minus the Required Expense Reserve.

 

New RMSR Agreement :  The New RMSR Agreement, dated as of January 18, 2018, by and among OLS, HLSS, MSR-EBO and NRM, as amended, restated, supplemented or otherwise modified from time to time.

 

Non-Judicial Corporate Advance :  Any Corporate Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Non-Judicial State.

 

Non-Judicial Corporate Receivable :  A Corporate Advance Receivable in respect of a Non‑Judicial Corporate Advance.

 

Non-Judicial Deferred Servicing Fee :  Any Deferred Servicing Fee in respect of a Mortgage Loan secured by a Mortgaged Property located in a Non-Judicial State.

 

Non-Judicial Deferred Servicing Fee Receivable :  A Deferred Servicing Fee Receivable in respect of a Non-Judicial Deferred Servicing Fee.

 

Non-Judicial Escrow Advance :  Any Escrow Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Non-Judicial State.

 

Non-Judicial Escrow Receivable :  An Escrow Advance Receivable in respect of a Non‑Judicial Escrow Advance.

 

Non-Judicial P&I Advance :  Any P&I Advance in respect of a Mortgage Loan secured by a Mortgaged Property located in a Non-Judicial State.

 

Non-Judicial P&I Receivable :  A P&I Advance Receivable in respect of a Non Judicial P&I Advance.

 

Non-Judicial State :  Each of the following:  Alabama, Alaska, Arizona, Arkansas, California, Colorado, District of Columbia, Georgia, Idaho, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, North Carolina, Oregon, Rhode Island, Tennessee, Texas, Utah, Virginia, Washington, West Virginia and Wyoming.  Additional Non-Judicial States may be designated from time to time pursuant to Section 12.1 .

 

Nonrecoverable Advance :  An Advance that is determined to be “non-recoverable” from late collections or liquidation or other proceeds of the Mortgage Loan in respect of which such Advance was made.

 

Nonrecoverable Deferred Servicing Fee :  A Deferred Servicing Fee that is determined to be “non-recoverable” from late collection or liquidation or other proceeds of the Mortgage Loan in respect of which such Deferred Servicing Fee was accrued.

 

Note or Notes :  Any note or notes of any Class authenticated and delivered from time to time under this Indenture including, but not limited to, any Variable Funding Note.

 

Note Balance :  On any date (i) for any Term Note, or for any Series or Class of Term Notes, as the context requires, the Initial Note Balance of such Term Note or the aggregate of the Initial Note Balances of the Term Notes of such Series or Class, as applicable, less all amounts paid to the Noteholder of such Term Note or Noteholders of such Term Notes with respect to principal, (ii) for any Variable Funding Note, its VFN Principal Balance on such date and (iii) for any other Note, as set forth in the related Indenture Supplement.

 

Note Interest Rate :  For any Note, or for any Series or Class of Notes as the context requires, the interest rate specified, or calculated as provided in, the related Indenture Supplement.

 

Note Owner :  With respect to a Book Entry Note, the Person who is the owner of such Book Entry Note, as reflected on the books of the Depository, or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or as an indirect participant, in each case in accordance with the rules of such Depository) and with respect to any Definitive Notes, the Noteholder of such Note.

 

Note Payment Account :  The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.8 and entitled “Deutsche Bank National Trust Company, as Indenture Trustee in trust for the Noteholders of the NRZ Advance Receivables Trust 2015-ON1 Advance Receivables Backed Notes, Note Payment Account”.

 

Note Purchase Agreement :  An agreement with one or more initial purchasers or placement agents under which the Issuer will sell the Notes to such initial purchaser, or contract with such placement agent for the initial private placement of the Notes, in each case as further defined in the related Indenture Supplement.

 

Note Rating Agency :  With respect to any Outstanding Class of Notes, each rating agency, if any, specified in the related Indenture Supplement.  References to Note Rating Agencies or “each” or “any” Note Rating Agency in this Indenture refer to Note Rating Agencies that were engaged to rate any Notes issued under this Indenture, which Notes are still Outstanding.

 

Note Register :  As defined in Section 6.5 .

 

Note Registrar :  The Person who keeps the Note Register specified in Section 6.5 .

 

Noteholder :  The Person in whose name a Note is registered in the Note Register, except that, solely for the purposes of giving certain consents, waivers, requests or demands as may be specified in this Indenture, the interests evidenced by any Note registered in the name of, or in the name of a Person or entity holding for the benefit of, the Issuer, the Receivables Seller or any Person that is an Affiliate of either or both of the Issuer and the Receivables Seller, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, waiver, request or demand shall have been obtained.  The Indenture Trustee shall have no responsibility to count any Person as a Noteholder who is not permitted to be so counted hereunder pursuant to the definition of “ Outstanding ” unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Person is an Affiliate of either or both of the Issuer and Receivables Seller.

 

Noteholders’ Amount :  As defined in Section 4.3(e) .

 

NRM :  New Residential Mortgage LLC, a Delaware limited liability company.

 

NRM Subservicing Agreement : The Subservicing Agreement, dated as of July 23, 2017 by and between NRM and OLS with respect to Transferred Servicing Rights (as defined in the Master Agreement or the New RMSR Agreement, as applicable), as amended, restated, supplemented or otherwise modified from time to time.

 

NRM Transfer Date : For any Designated Servicing Agreement, the date upon which OLS transfers the Servicing Rights Assets for such Designated Servicing Agreement to NRM pursuant to the Transfer Agreement.

 

NRZ Servicer : Each of NRM and Shellpoint.

 

Obligor :  Any Person who owes or may be liable for payments under a Mortgage Loan.

 

OFAC :  As defined in Section 10.2(j) .

 

OFC :  Ocwen Financial Corporation, a Florida corporation.

 

OFC-Owned Servicer :  Any wholly-owned subsidiary of OFC (including, but not limited to, Homeward) which serves as servicer or subservicer for the Mortgage Loans.

 

OFC-Owned Servicer Sale Agreement :  A sale agreement, between an OFC-Owned Servicer and OLS, dated on or after the Closing Date, whereby an OFC-Owned Servicer sold and/or contributed Receivables from such OFC-Owned Servicer to OLS.

 

Officer’s Certificate :  A certificate signed by an Issuer Authorized Officer and delivered to the Indenture Trustee.  Wherever this Indenture requires that an Officer’s Certificate be signed also by an accountant or other expert, such accountant (which may or may not be independent certified public accountants that are approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d) ) or other expert (except as otherwise expressly provided in this Indenture) may be an employee of the Receivables Seller or the Servicer.

 

OLS :  Ocwen Loan Servicing, LLC, a Delaware limited liability company.

 

OLS Initial Receivables :  Each Advance Receivable in existence on the initial Funding Date and which arose from OLS or a predecessor servicer making Advances with respect to the Designated Servicing Agreements listed on the Designated Servicing Agreement Schedule.

 

Opinion of Counsel :  A written opinion of counsel reasonably acceptable to the Indenture Trustee, which counsel may, without limitation, and except as otherwise expressly provided in this Indenture and except for any opinions related to tax matters or material adverse effects on Noteholders, be an employee of the Issuer, the Receivables Seller or any of their Affiliates.

 

Organizational Documents :  The Issuer’s Trust Agreement (including the related Owner Trust Certificate).

 

Other Advance Rate Reduction Event :  As defined in the related Indenture Supplement, if applicable.

 

Other Advance Rate Reduction Event Cure Period :  As defined in the related Indenture Supplement, if applicable.

 

Outstanding :  With respect to all Notes and, with respect to a Note or with respect to Notes of any Series or Class means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Indenture, except:

 

(i)              any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, or canceled by the Issuer and delivered to the Indenture Trustee pursuant to Section 6.9 ;

 

(ii)             any Notes to be redeemed for whose full payment (including principal and interest) redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Noteholders of such Notes; provided , that, if such Notes are to be redeemed, notice of such redemption has been duly given if required pursuant to this Indenture, or provision therefore satisfactory to the Indenture Trustee has been made;

 

(iii)            any Notes which are canceled pursuant to Section 7.3 ; and

 

(iv)            any Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture (except with respect to any such Note as to which proof satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

 

For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be references to “Outstanding Notes”.  In determining whether the Noteholders of the requisite principal amount of such Outstanding Notes have taken any Action hereunder, Notes owned by the Issuer, the Receivables Seller, or any Affiliate of the Issuer or the Receivables Seller shall be disregarded.  In determining whether the Indenture Trustee will be protected in relying upon any such Action, only Notes which an Indenture Trustee Authorized Officer has actual knowledge are owned by the Issuer or the Receivables Seller, or any Affiliate of the Issuer or the Receivables Seller, will be so disregarded.  Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee proves to the satisfaction of the Indenture Trustee the pledgee’s right to act as owner with respect to such Notes and that the pledgee is not the Issuer or the Receivables Seller or any Affiliate of the Issuer or the Receivables Seller. Retained Notes shall not constitute Notes “Outstanding” to the extent contemplated by the applicable Indenture Supplement.

 

Owner :  When used with respect to a Note, any related Note Owner.

 

Owner Trust Certificate :  A certificate evidencing a 100% undivided beneficial interest in the Issuer.

 

Owner Trustee :  Wilmington Trust, National Association, a national association, not in its individual capacity but solely as owner trustee under the Trust Agreement, and any successor Owner Trustee thereunder.

 

Owner Trustee Fee :  The annual fee payable as agreed upon by the Owner Trustee and HLSS pursuant to the Owner Trustee Fee Letter.

 

Owner Trustee Fee Letter :  The fee letter agreement between the Owner Trustee and HLSS dated the Closing Date, as amended, supplemented, restated, or otherwise modified, setting forth the fees to be paid to the Owner Trustee for the performance of its duties as Owner Trustee of the Issuer.

 

P&I Advance :  Any advance disbursed by the Servicer (including any predecessor servicer) pursuant to any Designated Servicing Agreement, of delinquent interest and/or principal that have not been timely paid by Obligors, including any amounts deposited by the Servicer into a Custodial Account in order to reimburse such Custodial Account for Amounts Held for Future Distribution previously on deposit therein which the Servicer (including any predecessor servicer) had used to make a previous P&I Advance in accordance with the related Designated Servicing Agreement.

 

P&I Advance Amount : As defined in Section 4.3(e)

 

P&I Advance Disbursement Account : The segregated non-interest bearing trust account, which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.3(d) as a Trust Account and entitled “Deutsche Bank National Trust Company, as Indenture Trustee for the NRZ Advance Receivables Trust 2015-ON1 Advance Receivables Backed Notes, P&I Advance Disbursement Account”.

 

P&I Advance Receivable :  Any Receivable representing the right to be reimbursed for a P&I Advance.

 

P&I Advance Reimbursement Amount :  Any amount collected under any Designated Servicing Agreement from Obligors or otherwise, which amount, by the terms of such Designated Servicing Agreement, is payable to the Servicer to reimburse P&I Advances disbursed by the Servicer.

 

Paying Agent :  The same Person who serves at any time as the Indenture Trustee, or an Affiliate of such Person, as paying agent pursuant to the terms of this Indenture.

 

Payment Date :  In any month beginning in September 2015, the 15 ^th day of such month or, if such 15 ^th day is not a Business Day, the next Business Day following such 15 ^th day.

 

Payment Date Report :  As defined in Section 3.2(b) .

 

Permitted Investments :  At any time, any one or more of the following obligations and securities:

 

(i)              (a) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or (b) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, any agency or instrumentality of the United States, provided that such obligations are backed by the full faith and credit of the United States; and provided   further that the short-term debt obligations of such agency or instrumentality at the date of acquisition thereof have been rated (x) “A-1” by S&P if such obligations have a maturity of less than sixty (60) days after the date of acquisition or (y) “A-1+” by S&P if such obligations have a maturity greater than sixty (60) days after the date of acquisition;

 

(ii)             repurchase agreements on obligations specified in clause (a) maturing not more than three months from the date of acquisition thereof; provided that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated “A-1+” by S&P;

 

(iii)            certificates of deposit, time deposits and bankers’ acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by a federal and/or state banking authority of the United States; provided that the unsecured short-term debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated “A-1+” by S&P;

 

(iv)            commercial paper of any entity organized under the laws of the United States or any state thereof which on the date of acquisition has been rated “A-1+” by S&P;

 

(v)            interests in any U.S. money market fund which, at the date of acquisition of the interests in such fund (including any such fund that is managed by the Indenture Trustee or an Affiliate of the Indenture Trustee or for which the Indenture Trustee or an Affiliate acts as advisor) and throughout the time as the interest is held in such fund, has a rating of “AAAm” from S&P; or

 

(vi)            other obligations or securities that are acceptable to S&P as Permitted Investments hereunder and if the investment of Account funds therein will not result in a reduction in the then current rating of the Notes, as evidenced by a letter to such effect from S&P;

 

provided , that each of the foregoing investments shall mature no later than the Business Day prior to the Payment Date immediately following the date of purchase thereof (other than in the case of the investment of monies in instruments of which the Indenture Trustee is the obligor, which may mature on the related Payment Date), and shall be required to be held to such maturity; and provided   further , that each of the Permitted Investments may be purchased by the Indenture Trustee through an Affiliate of the Indenture Trustee.

 

Permitted Investments are only those which are acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee, and with respect to which (A) the Indenture Trustee has noted its interest therein on its books and records, and (B) the Indenture Trustee has purchased such investments for value without notice of any adverse claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section 8‑102 of the UCC, without acting in collusion with a Securities Intermediary in violating such Securities Intermediary’s obligations to entitlement holders in such assets, under Section 8‑504 of the UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (C) either (i) such investments are in the possession of the Indenture Trustee or (ii) such investments, (x) if certificated securities and in bearer form, have been delivered to the Indenture Trustee, or if in registered form, have been delivered to the Indenture Trustee and either registered by the issuer in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (y) if uncertificated securities, ownership of such securities has been registered in the name of the Indenture Trustee on the books of the issuer thereof (or another person, other than a Securities Intermediary, either has become the registered owner of the uncertificated security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (z) if Securities Entitlements representing interests in securities or other financial assets (or interests therein) held by a Securities Intermediary, a Securities Intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee’s Securities Account with such Securities Intermediary.  No instrument described hereunder may be purchased at a price greater than par, if such instrument may be prepaid or called at a price less than its purchase price prior to its stated maturity.

 

Permitted Lien :  Any liens for taxes, assessments, or similar charges incurred in the ordinary course of business and which are not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP.

 

Permitted Refinancing :  An assignment by the Issuer, subject to satisfaction of Section 2.1(c) , either (i) to a third party unaffiliated with the Servicer, (ii) to OLS or an affiliate thereof or HLSS or an affiliate thereof  in connection with a transaction contemplated by Section 7 of the New RMSR Agreement or (iii) to a special purpose, bankruptcy-remote entity (“ SPV ”), of all the Receivables and related assets attributable to one or more Designated Servicing Agreements, as a result of which assignment the assignee pays to the Issuer 100% of the Receivable Balances with respect to such Receivables; provided , that in the case of an assignment to an SPV pursuant to clause (iii), (a) such assignment may be effected by means of an initial sale, transfer, distribution or other transfer of the Receivables and related assets to HLSS so long as HLSS immediately sells and/or contributes the Receivables and related assets to the related SPV, if the SPV’s organizational documents and financing arrangements only permit acquisition of Receivables and similar assets from HLSS and its Affiliates, and (b) if requested by the Administrative Agent, an opinion of external legal counsel, reasonably satisfactory to the Administrative Agent, to the effect that the Issuer would not be substantively consolidated with HLSS or any non-special purpose entity Affiliate of HLSS involved in the transactions contemplated herein, shall have been delivered to the Administrative Agent .  Following the Permitted Refinancing with respect to all Receivables arising under a Designated Servicing Agreement, the related Servicing Agreement shall cease to be a “Designated Servicing Agreement” for purposes hereof and the other Transaction Documents.

 

Person :  Any individual, corporation, estate, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, business trust, trust, unincorporated organization, government or any agency or political subdivision thereof, or other entity of a similar nature.

 

Place of Payment :  With respect to any Class of Notes issued hereunder, the city or political subdivision so designated with respect to such Class of Notes by the Indenture Trustee.

 

Potential Restructuring :  A restructuring of any or all of the Transaction Documents to provide for any of the following (which may occur in one or more steps or transactions):  (i) the rights to the basic servicing fees under the related Designated Servicing Agreements are held by a Basic Fee Holder, (ii) the rights to become the named servicer under a Designated Servicing Agreement after the applicable Transfer Date are held by a RMSR Holder, (iii) the Receivables are transferred to an Intermediate Transferee prior to the transfer thereof to the Depositor, (iv) the rights to Deferred Servicing Fee are held by a Basic Fee Holder and/or transferred to a different entity prior to direct or indirect transfer thereof to the Depositor, (v) the transfer of the equity of the Depositor to an entity other than HLSS, (vi) the transfer of the equity of the Issuer to an entity other than the Depositor or (vii) any combination of the foregoing.

 

Predecessor Notes :  Of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 6.6 in lieu of a mutilated, lost, destroyed or stolen Note will be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

 

Prior Issuer :  Any of HLSS Servicer Advance Receivables Trust, HLSS Servicer Advance Receivables Trust II, HLSS Servicer Advance Receivables Trust MS3 or such other issuer as approved by the Administrative Agent in its sole discretion;   provided , however that, only in the case of an assignment pursuant to an Assignment and Recognition Agreement by a Prior Issuer that is not an issuer of notes or other securities that are then rated by S&P, if S&P will be providing ratings for any Notes, at the request of the Issuer or the Administrator, that will remain Outstanding after the consummation of any assignment from such Prior Issuer, the Issuer or the Administrator shall satisfy one of the following before acquiring Receivables from such Prior Issuer:

(a)        obtain written confirmation from S&P to the effect that such assignment will not have a Ratings Effect on any Outstanding Notes that are rated by S&P at the request of the Issuer or the Administrator;

(b)        provide notice of such assignment and the material documentation related to such assignment to S&P if the Administrator and the Administrative Agents determine in their reasonable judgment that S&P no longer provides such written confirmation described in the foregoing clause (a); or

(c)        obtain evidence from S&P (after giving S&P sufficient time to review any applicable documentation)  reasonably acceptable to the Administrative Agent that such Prior Issuer and any related special purpose entity that has transferred any of the related Receivables to such Prior Issuer satisfy S&P’s structured finance legal criteria with respect to such assignment and any related prior assignments (including, without limitation, SPE legal criteria and geographic criteria).

Prior Trustee : Any of Deutsche Bank National Trust Company, The Bank of New York Mellon, Wells Fargo Bank, N.A., or any permitted successor or assign thereto, acting as Indenture Trustee with respect to a servicer advance facility entered into with a Prior Issuer.

 

PTCE :  As defined in Section 6.5(k) .

 

Purchase Agreement :  (i) The MSR Purchase Agreement or (ii) the New RMSR Agreement, as applicable.

 

Qualified Institutional Buyer :  As defined in Rule 144A under the Securities Act.

 

Ratings Effect :  A reduction, qualification with negative implications or withdrawal of any then current rating of any Outstanding Notes by an applicable Note Rating Agency (other than as a result of the termination of such Note Rating Agency).

 

Receivable :  The contractual right (i) to reimbursement pursuant to the terms of a Designated Servicing Agreement for an Advance made by the Servicer (including any predecessor servicer) pursuant to such Designated Servicing Agreement, which Advance has not previously been reimbursed, (ii) to payment for servicing fees pursuant to the terms of a Designated Servicing Agreement listed on the Designated Servicing Agreement Schedule which has been accrued by OLS (before the related Transfer Date) or accrued by an NRZ Servicer (on and after the related Transfer Date) and, in either case, sold by OLS to HLSS pursuant to the MSR Purchase Agreement but, in either case, not paid, and including in either case all rights of OLS or a NRZ Servicer (or by OLS as Subservicer on an NRZ Servicer’s behalf), as the case may be, to enforce payment of such obligation under the related Designated Servicing Agreement and including in either case all rights of the Servicer (including any predecessor servicer) to enforce payment of such obligation under the related Servicing Agreement, consisting of the Initial Receivables and all Additional Receivables and (iii) to amounts to be paid as consideration for any purchase of the contractual right to reimbursement described in clause (i) or to servicing fees has been Granted to the Indenture Trustee for inclusion in the Trust Estate by the Issuer hereunder.  A “Receivable” remains a “Receivable,” and is not deemed to have been converted into cash, except to the extent that cash in respect of a reimbursement of that Receivable has been deposited into the Collection and Funding Account.  A “Receivable” is originated when the Servicer or the Subservicer makes the related Advance (or the Advance is made on its behalf in the case of P&I Advances that may be pre-funded same day pursuant to Section 4.3 hereof) or, with respect to Advances made by a predecessor servicer, when the Servicer reimburses the predecessor servicer for such Advance when the Servicer assumes servicing of the related Mortgage Loan or, with respect to Deferred Servicing Fees when the related servicing fee shall be accrued and unpaid on the related monthly remittance date following the related due date.

 

Receivable Balance :  As of any date of determination and with respect to any Receivable, the outstanding amount of such Receivable, which shall only be reduced to the extent that cash in respect of reimbursement of that Receivable has been deposited into the Collection and Funding Account.

 

Receivable File :  The documents described in Section 2.2 pertaining to a particular Receivable.

 

Receivables Pooling Agreement :  The Second Amended and Restated Receivables Pooling Agreement, dated as of the Effective Date, between the Depositor, as seller, and the Issuer, as purchaser, as amended, supplemented, restated, or otherwise modified from time to time.

 

Receivables Sale Agreement :  The Second Amended and Restated Receivables Sale Agreement, dated as of the Effective Date, among OLS, NRM, Shellpoint, HLSS, and the Depositor, as amended, supplemented, restated, or otherwise modified from time to time.

 

Receivables Sale Termination Date :  The date, after the conclusion of the Revolving Period for all Series and Classes of Notes, on which all amounts due on all Series and Classes of Notes issued by the Issuer pursuant to this Indenture, and all other amounts payable to any party pursuant to this Indenture, shall have been paid in full.

 

Receivables Seller :  For any Designated Servicing Agreement:

 

(i)              prior to any Transfer Date therefor, OLS, as the entity that sells to HLSS in respect of the related Designated Servicing Agreement;

 

(ii)             from and after the Transfer Date therefor, either NRZ Servicer, as the entity that shall sell to HLSS, on and after the related Transfer Date in respect of the related Designated Servicing Agreement, and

 

(iii)            as of any date, HLSS, as the entity that shall, on and after the Closing Date, sell and contribute to the Depositor all Receivables in respect of the related Designated Servicing Agreement, including those that it (x) acquires from OLS (before any Transfer Date in respect of the related Designated Servicing Agreement), (y) acquires from an NRZ Servicer (on or after the related Transfer Date in respect of the related Designated Servicing Agreement) and/or (z) acquires related to the Deferred Servicing Fees under the Designated Servicing Agreements acquired by HLSS pursuant to the MSR Purchase Agreement.

 

Record Date :  For the interest or principal payable on any Note on any applicable Payment Date or Interim Payment Date, (i) for a Book Entry Note, the last Business Day before such Payment Date or Interim Payment Date, as applicable, and (ii) for a Definitive Note, the last day of the calendar month preceding such Payment Date or Interim Payment Date, as applicable, unless otherwise specified in the related Indenture Supplement.

 

Redemption Amount :  With respect to a redemption of any Series or Class of Notes by the Issuer pursuant to Section 13.1 or pursuant to an Indenture Supplement, an amount, which when applied together with other Available Funds pursuant to Section 4.5 , shall be sufficient to pay an amount equal to the sum of (i) the Note Balance of all Outstanding Notes of such Series or Class as of the applicable Redemption Payment Date or Redemption Date, (ii) all accrued and unpaid interest on the Notes of such Series or Class through the day prior to such Redemption Payment Date or Redemption Date, (iii) any and all amounts allocable to such Series or Class and then owing or owing in connection with such redemption to the Indenture Trustee, the Securities Intermediary, any Derivative Counterparty, Liquidity Provider or Supplemental Credit Enhancement Provider, from the Issuer pursuant to the terms hereof, and (iv) any and all other amounts allocable to such Series or Class then due and payable hereunder (including without limitation all accrued and unpaid Default Supplemental Fees and ERD Supplemental Fees and related shortfall amounts on the Notes of such Series or Class through the day prior to such Redemption Payment Date or Redemption Date) and, in the case of redemption of all Outstanding Notes, sufficient to authorize the satisfaction and discharge of this Indenture pursuant to Section 7.1 .

 

Redemption Date :  As defined in Section 13.1 .

 

Redemption Notice :  As defined in Section 13.2 .

 

Redemption Payment Date :  As defined in Section 13.1 .

 

Redemption Percentage :  For any Class, 10% or such other percentage set forth in the related Indenture Supplement.

 

Regulation S :  Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

 

Regulation S Definitive Note :  As defined in Section 5.2(c)(ii) .

 

Regulation S Global Note : As defined in Section 5.2(c)(ii) .

 

Regulation S Note : As defined in Section 5.2(c)(ii) .

 

Regulation S Note Transfer Certificate :  As defined in Section 6.5(i)(ii) .

 

REO Property :  A Mortgaged Property in which a Mortgage Pool or owner has acquired title to such Mortgaged Property through foreclosure or by deed in lieu of foreclosure.

 

Required Expense Reserve :  An amount that, following any Funding Date, shall remain on deposit in the Collection and Funding Account, which amount shall equal (i) the amounts payable in respect of Fees and invoiced or regularly occurring expenses payable from Available Funds on the next Payment Date, plus (ii) all accrued and unpaid interest due on the Notes on the next Payment Date following such Funding Date, plus (iii) all amounts required to be deposited into each Series Reserve Account on the next Payment Date, plus (iv) the aggregate of all Target Amortization Amounts payable on the next Payment Date, except with respect to any Classes of Notes for which the related Indenture Supplement provides that Target Amortization Amounts shall not be reserved as part of the Required Expense Reserve plus (v) all accrued and unpaid Default Supplemental Fees and ERD Supplemental Fees and related shortfall amounts, if any, due on the Notes on the next Payment Date following such Funding Date minus (vi) the amounts then on deposit in the Accumulation Accounts.

 

Reserve Interest Rate :  As defined in the related Indenture Supplement for any Series or Class of Notes.

 

Responsible Officer :

 

(i)              When used with respect to the Indenture Trustee, the Calculation Agent, the Note Registrar, the Securities Intermediary or the Paying Agent, an Indenture Trustee Authorized Officer; and

 

(ii)             when used with respect to the Issuer, any Issuer Authorized Officer who is an officer of the Issuer or is an officer of the Administrator of the type referred to in clause (iii) below; and

 

(iii)            when used with respect to the Servicer, the Subservicer, or the Administrator, the chief executive officer, the chief financial officer or any vice president of the Servicer or the Administrator, as the case may be.

 

Revolving Period :  For any Series or Class of Notes, the period of time which begins on the related Issuance Date and ends on the earlier to occur of (i) the commencement of the Target Amortization Period for such Series or Class of Notes and (ii) the commencement of the Full Amortization Period.

 

Risk Retention Letter : The letter, dated as of the Closing Date, among the Issuer, the Receivables Seller and the Depositor, and acknowledged and agreed to by Credit Suisse and acknowledged by Deutsche Bank, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and not in its individual capacity, regarding Article 405(1) of EU Regulation 575/2013 and risk retention matters.

 

RMSR Holder :  Any entity other than HLSS that has the rights to become the named servicer under a Designated Servicing Agreement after the applicable Transfer Date.

 

Rule 144A :  Rule 144A promulgated under the Securities Act.

 

Rule 144A Definitive Note :  As defined in Section 5.2(c)(i) .

 

Rule 144A Global Note :  As defined in Section 5.2(c)(i) .

 

Rule 144A Note :  As defined in Section 5.2(c)(i) .

 

Rule 144A Note Transfer Certificate :  As defined in Section 6.5(i)(iii) .

 

S&P : Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, which is a part of McGraw Hill Financial, Inc.

 

Sale :  Any sale of any portion of the Trust Estate pursuant to Section 8.16 .

 

Sale Date :  As defined in the Receivables Sale Agreement.

 

Sale Supplement :  As defined in the MSR Purchase Agreement.

 

Sanctions :  As defined in Section 10.2(j).

 

Schedule of Receivables :  On any date, a schedule, which shall be delivered by the Administrator to the Indenture Trustee, and maintained by the Indenture Trustee, in an electronic form, listing the outstanding Receivables sold and/or contributed to the Depositor under the Receivables Sale Agreement and sold and/or contributed to the Issuer under the Receivables Pooling Agreement and any Assignment and Recognition Agreement and Granted to the Indenture Trustee pursuant to this Indenture, as updated from time to time to list Additional Receivables Granted to the Indenture Trustee and deducting any amounts paid against the Receivables as of such date, identifying such Receivables by Designated Servicing Agreement, dollar amount of the related Advance or Deferred Servicing Fee, identifying the Advance Type for such Receivable and identifying the related Mortgage Loan number and date of the related Advance or Deferred Servicing Fee.  The Indenture Trustee shall be entitled to rely conclusively on the then current Schedule of Receivables until receipt of a superseding Schedule of Receivables.

 

Second-Lien Receivable :  A Receivable that arises under a Designated Servicing Agreement for which the related Advance or Deferred Servicing Fee relates to a Mortgage Loan or REO Property secured by a second lien.

 

Secured Party :  As defined in the Granting Clause.

 

Securities Account :  As defined in Section 8‑501(a) of the UCC.

 

Securities Act :  The Securities Act of 1933, as amended.

 

Securities Intermediary :  As defined in Section 8‑102(a)(14) of the UCC, and where appropriate, shall mean Deutsche Bank National Trust Company or its successor, in its capacity as securities intermediary pursuant to Section 4.9 .

 

Security Entitlement :  As defined in Section 8‑102(a)(17) of the UCC.

 

Security Interest :  The security interest in the Collateral Granted to the Indenture Trustee pursuant to the Granting Clause.

 

Senior Interest Amount :  For each Interest Accrual Period and each Class of Notes, interest accrued on such Class during such period, an amount equal to interest on such Class’s Note Balance at the applicable Senior Rate.

 

Senior Rate :  For each Class of Notes, as specified in the related Indenture Supplement.

 

Series :  One or more Class or Classes of Notes assigned a series designation.

 

Series Allocation Percentage :  For any Series on any date of determination:

 

(a)             as of any date prior to the Full Amortization Period, the percentage obtained by dividing (i) the Series Invested Amount for such Series by (ii) the aggregate of the Series Invested Amounts for all Outstanding Series; and

 

(b)             as of any date during the Full Amortization Period, the percentage obtained by dividing (i) the Series Invested Amount for such Series as of the first day of the Full Amortization Period by (ii) the aggregate of the Series Invested Amounts as of the first day of the Full Amortization Period for all Outstanding Series.

 

Series Available Funds :  For any Series as of any Payment Date occurring during the Full Amortization Period, the sum of the following:

 

(i)              any proceeds received by the Issuer under any Derivative Agreement for any Class of Notes under such Series that have not been paid or distributed in accordance with such Derivative Agreement (provided that such proceeds may only be used to pay amounts due to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement for so long as such Classes of Notes are not repaid in full or refinanced);

 

(ii)             any proceeds received by the Issuer under any Supplemental Credit Enhancement Agreement for any Class of Notes under such Series that have not been paid or distributed in accordance with such Supplemental Credit Enhancement Agreement (provided that such proceeds may only be used to pay amounts due to those Classes that are entitled to receive those amounts in accordance with the related Indenture Supplement for so long as such Classes of Notes are not repaid in full or refinanced);

 

(iii)            such Series’ Series Allocation Percentage of any income from Permitted Investments in Trust Accounts that have been established for the benefit of all Series of Notes;

 

(iv)            in respect of each Advance Type of Receivables with a non-zero Advance Rate for such Series, the product of (A) the Advance Type Allocation Percentage for such Advance Type and (B) the Collections then on deposit in the Trust Accounts that are not Sinking Fund Accounts or Series Reserve Accounts (prior to giving effect to any payments on such Payment Date) attributable to Receivables of such Advance Type;

 

(v)             if no Series has a non-zero Advance Rate for any Advance Type of Receivables, the sum, for each such Advance Type of Receivables, of the product of (A) such Series’ Series Allocation Percentage and (B) the Collections then on deposit in the Trust Accounts that are not Sinking Fund Accounts or Series Reserve Accounts (prior to giving effect to any payments on such Payment Date) attributable to Receivables of such Advance Type;

 

(vi)            such Series’ Series Allocation Percentage of any amounts on deposit in any Sinking Fund Accounts (prior to giving effect to any payments on such Payment Date); and

 

(vii)           such Series’ Series Allocation Percentage of any other funds of the Issuer that the Issuer (or the Administrator (or a Sub-Administrator on behalf of the Administrator) on behalf of the Issuer) identifies to the Indenture Trustee in writing to be treated as “Available Funds” as of such Payment Date.

 

Series Fee Limit :  For any Series, as specified in the related Indenture Supplement, if applicable.

 

Series Fees :  For any Series, as specified in the related Indenture Supplement, which shall include any amounts payable to any Derivative Counterparty, Supplemental Credit Enhancement Provider or other similar amount payable in respect of a particular Series.

 

Series Invested Amount :  For any Series on any date is the largest Class Invested Amount for all Outstanding Classes of Notes included in such Series.

 

Series New Receivables Funding Amount :  For any Funding Date in respect of Receivables of any Advance Type, for any Series that provides a non-zero Advance Rate for such Advance Type and any Additional Receivable related to such Advance Type proposed to be funded on such Funding Date, the product of (i) the applicable Weighted Average CV Adjusted Advance Rate for such Series and (ii) the related Advance Type Allocation Percentage of  the aggregate Receivable Balances of the Receivables in respect of such Advance Type under all Designated Servicing Agreements, including all Receivables conveyed to the Issuer since the previous Funding Date (including in the case of any Series that provides a non-zero Advance Rate for P&I Advance Receivables to be so conveyed on such Funding Date, but not including any portion thereof relating to P&I Advances to the extent such P&I Advances were funded using Amounts Held for Future Distribution).

 

Series Required Noteholders :  For any Series (a) if not specified in the related Indenture Supplement, Noteholders of any Series constituting the Majority Noteholders of such Series and (b) if specified in the related Indenture Supplement, as set forth in the related Indenture Supplement.

 

Series Reserve Account :  An account established for each Series which shall be a segregated non-interest bearing trust account which is an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.6 , and in the name of the Indenture Trustee and identified by each relevant Series.

 

Series Reserve Required Amount :  For each Series, the amount calculated as described in the related Indenture Supplement.

 

Servicer :  For any Designated Servicing Agreement,

 

(i)             prior to any Transfer Date therefor, OLS in its capacity as the servicer or subservicer under such Designated Servicing Agreement in servicing the related Mortgage Loans for and on behalf of the respective MBS Trustees or other owner(s), and any successor named servicer or subservicer appointed under such Designated Servicing Agreement; and

 

(ii)             on and after the related Transfer Date therefor, the applicable NRZ Servicer in its capacity as the servicer or subservicer under such Designated Servicing Agreement in servicing the related Mortgage Loans for and on behalf of the respective MBS Trustees or other owner(s), and any successor named servicer or subservicer appointed under such Designated Servicing Agreement.

 

Servicer Modification :  Any modification to the Transaction Documents to provide for (i) Nationstar, (ii) SPS or an affiliate thereof, (iii) SLS or an affiliate thereof, (iv) Walter or an affiliate thereof and/or (v) NRZ or any subsidiary of NRZ to become the named servicer under any Designated Servicing Agreement (so long as, in the case of NRZ or any subsidiary of NRZ becoming a named servicer, either Nationstar, SLS (or an affiliate thereof), SPS (or an affiliate thereof, Walter (or an affiliate thereof), OLS or an OFC-Owned Servicer services the related Mortgage Loans as a subservicer). After giving effect to any Servicer Modification, there may be multiple named servicers under the Designated Servicing Agreements.

 

Servicer Ratings Downgrade :  A downgrade by any rating agency of the servicer ratings of the Servicer or the Subservicer that results in the occurrence of a Servicer Termination Event with respect to the Servicer or a Subservicer Termination Event with respect to the Subservicer pursuant to the terms of a Designated Servicing Agreement or Subservicing Agreement.

 

Servicer Termination Event :  With respect to any Designated Servicing Agreement, the occurrence of any events or conditions, and the passage of any cure periods and giving to and receipt by the Servicer of any required notices, as a result of which any Person has the current right to terminate the Servicer as servicer, subservicer, or master servicer, as applicable, (and any Subservicer that may be acting on behalf of the Servicer) under such Designated Servicing Agreement.

 

Servicing Agreement :  Any pooling and servicing agreement, sale and servicing agreement, or servicing agreement or subservicing agreement pursuant to which the Servicer is servicing Mortgage Loans for and on behalf of a Mortgage Pool or other owner, each as amended, supplemented, restated, or otherwise modified from time to time.

 

Servicing Standards :  As defined in Section 10.4(k) .

 

Shellpoint :  As defined in the preamble.

 

Shellpoint Subservicing Agreement :  The Subservicing Agreement, dated as of August 17, 2018 by and between Shellpoint and OLS with respect to Transferred Servicing Rights (as defined in the New RMSR Agreement), as amended, restated, supplemented or otherwise modified from time to time.

 

Shellpoint Transfer Date :  For any Designated Servicing Agreement, the date upon which OLS transfers the Servicing Rights Assets for such Designated Servicing Agreement to Shellpoint pursuant to the Transfer Agreement.

 

Similar Law :  As defined in Section 6.5(k) .

 

Sinking Fund Account :  An account established for any Series which shall be a segregated non-interest bearing trust account which is an Eligible Account, established and maintained pursuant to Section 4.1 and 4.7 , and in the name of the Indenture Trustee and identified by each relevant Series; provided , that, if more than one Sinking Fund Account is to be established for any Series, such accounts may be established as a single Eligible Account with sub-accounts thereof related to specified Classes within such Series as to which Classes a “Sinking Fund Account” has been created and the Sinking Fund Account for a particular Class of such Series shall refer to the sub- account of the related Eligible Account related to such Class.

 

Sinking Fund Permitted Investments :  At any time, any one or more of the following obligations and securities:

 

(i)              (a) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or (b) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, any agency or instrumentality of the United States, provided that such obligations are backed by the full faith and credit of the United States; and provided   further that such obligations shall have a maturity of no more than three hundred and sixty five (365) days after the date of acquisition and further the short-term debt obligations of such agency or instrumentality at the date of acquisition thereof have been rated (x) “A-1” by S&P if such obligations have a maturity of less than sixty (60) days after the date of acquisition or (y) “A-1+” by S&P if such obligations have a maturity greater than sixty (60) days after the date of acquisition;

 

(ii)             repurchase agreements on obligations specified in clause (i) maturing not more than twelve months from the date of acquisition thereof and in any event not later than the Business Day immediately preceding the Expected Repayment Date of the Class of Notes related to the Sinking Fund Account in which such Sinking Fund Permitted Investment is held; provided that the short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated “A-1+” by S&P;

 

(iii)            certificates of deposit, time deposits and bankers’ acceptances of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof and subject to supervision and examination by a federal and/or state banking authority of the United States; provided that such obligations shall have a maturity of not more than three hundred and sixty five (365) days after the date of acquisition and further the unsecured short-term debt obligations of such depository institution at the date of acquisition thereof have been rated (x) “A-1” by S&P if such obligations have a maturity of less than sixty (60) days after the date of acquisition or (y) “A-1+” by S&P if such obligations have a maturity greater than sixty (60) days after the date of acquisition;

 

(iv)            commercial paper of any entity organized under the laws of the United States or any state thereof which on the date of acquisition has been rated “A-1+” by S&P; provided that such commercial paper shall have a maturity of no more than three hundred and sixty five (365)  days after the date of acquisition;

 

(v)             interests in any U.S. money market fund which, at the date of acquisition of the interests in such fund (including any such fund that is managed by the Indenture Trustee or an Affiliate of the Indenture Trustee or for which the Indenture Trustee or an Affiliate acts as advisor) and throughout the time as the interest is held in such fund, has a rating of “AAAm” from S&P; or

 

(vi)            other obligations or securities that are acceptable to S&P as Permitted Investments hereunder and if the investment of Account funds therein will not result in a reduction of the then current rating of the Notes, as evidenced by a letter to such effect from S&P;

 

provided , that each of the foregoing investments shall mature no later than the Business Day prior to the immediately preceding the Expected Repayment Date of the Class of Notes related to the Sinking Fund Account in which such Sinking Fund Permitted Investment is held (other than in the case of the investment of monies in instruments of which the Indenture Trustee is the obligor, which may mature on the related Expected Repayment Date), and shall be required to be held to such maturity; and provided   further , that each of the Sinking Fund Permitted Investments may be purchased by the Indenture Trustee through an Affiliate of the Indenture Trustee.

 

Sinking Fund Permitted Investments are only those which are acquired by the Indenture Trustee in its name and in its capacity as Indenture Trustee, and with respect to which (A) the Indenture Trustee has noted its interest therein on its books and records, and (B) the Indenture Trustee has purchased such investments for value without notice of any adverse claim thereto (and, if such investments are securities or other financial assets or interests therein, within the meaning of Section 8-102 of the UCC, without acting in collusion with a Securities Intermediary in violating such Securities Intermediary’s obligations to entitlement holders in such assets, under Section 8-504 of the UCC, to maintain a sufficient quantity of such assets in favor of such entitlement holders), and (C) either (i) such investments are in the possession of the Indenture Trustee or (ii) such investments, (x) if certificated securities and in bearer form, have been delivered to the Indenture Trustee, or if in registered form, have been delivered to the Indenture Trustee and either registered by the issuer in the name of the Indenture Trustee or endorsed by effective endorsement to the Indenture Trustee or in blank; (y) if uncertificated securities, ownership of such securities has been registered in the name of the Indenture Trustee on the books of the issuer thereof (or another person, other than a Securities Intermediary, either has become the registered owner of the uncertificated security on behalf of the Indenture Trustee or, having previously become the registered owner, acknowledges that it holds for the Indenture Trustee); or (z) if Securities Entitlements representing interests in securities or other financial assets (or interests therein) held by a Securities Intermediary, a Securities Intermediary indicates by book entry that a security or other financial asset has been credited to the Indenture Trustee’s Securities Account with such Securities Intermediary.  No instrument described hereunder may be purchased at a price greater than par.

 

SLS : Specialized Loan Servicing LLC or any successor thereof.

 

Specified Notes : The Class 1 Specified Notes and the Class 2 Specified Notes.

 

SPS : Select Portfolio Servicing, Inc. or any successor thereof.

 

STAMP :  As defined in Section 6.5(d) .

 

Stated Maturity Date :  For each Class of Notes, the date specified in the Indenture Supplement for such Note as the fixed date on which the outstanding principal and all accrued interest for such Series or Class of Notes is due and payable.

 

Stop Date :  As defined in the Receivables Sale Agreement.

 

Sub-Administrator :  Any entity appointed by Administrator to perform certain of its duties hereunder or under the Transaction Documents with the prior written approval of the Administrative Agent.

 

Subordinated Interest Amount : For each Class of Notes (excluding any Series that has a Senior Interest Amount) and each Interest Accrual Period, the positive difference, if any, between the amount of interest accrued in such Interest Accrual Period on the related Note Balance at the related Note Interest Rate on such Class and the related Interest Amount and for the Series 2015-VF1 Notes and any other Series that has a Senior Interest Amount and each Interest Accrual Period, the positive difference, if any, between the amount of interest accrued in such Interest Accrual Period on the related Note Balance at the related Note Interest Rate on such Class and the related Senior Interest Amount.

 

Subserviced Servicing Agreement and Subserviced Servicing Agreements :  As defined in the Recitals.  Homeward Designated Servicing Agreements (prior to a Transfer Date) and certain other Designated Servicing Agreements subserviced by OLS or an NRZ Servicer, as applicable.  For the avoidance of doubt, in the case of the Homeward Designated Subservicing Agreements, OLS has generated and shall generate all Receivables with respect to such Subserviced Servicing Agreements.

 

Subservicer :  For any Designated Servicing Agreement, on and after the related Transfer Date, OLS, and/or any OFC-Owned Servicer in its capacity as the Subservicer for such Designated Servicing Agreement under the NRM Subservicing Agreement or Shellpoint Subservicing Agreement, as applicable, and any other subservicer as may be appointed from time to time for such Designated Servicing Agreement pursuant to an Eligible Subservicing Agreement.  For any Designated Servicing Agreement prior to the occurrence of related Transfer Date, OLS or any successor named servicer pursuant thereto shall be referred to as the Subservicer for such Designated Servicing Agreement for all purposes under this Indenture for purposes of convenience of reference. “Subservicer” shall not include any subservicer engaged by OLS pursuant to which such subservicer performs the tasks contemplated by clause (ix) of the definition of “Facility Eligible Receivable”.

 

Subservicer Termination Event : With respect to any Subservicing Agreement, the occurrence of any events or conditions, and the passage of any cure periods and giving to and receipt by the Subservicer of any required notices, as a result of which the Servicer has the current right to terminate the Subservicer under such Subservicing Agreement.

 

Subservicing Agreement :   The Homeward Subservicing Agreement, the NRM Subservicing Agreement, the Shellpoint Subservicing Agreement and any other subservicing agreement entered into by an NRZ Servicer, as servicer, and a Subservicer for some or all of the Designated Servicing Agreements that must be an Eligible Subservicing Agreement including, without limitation, the economic agreement as to the Designated Servicing Agreements between an NRZ Servicer and OLS or an OFC-Owned Servicer and the economic agreement as to the Homeward Designated Servicing Agreements between Homeward and OLS prior to the related Transfer Date.

 

Subsidiary :  With respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

 

Supplemental Credit Enhancement Agreement :  A letter of credit, cash collateral account or surety bond or other similar arrangement with any credit enhancement provider which provides the benefit of one or more forms of credit enhancement which is referenced in the applicable Indenture Supplement for any Series or Class of Notes.

 

Supplemental Credit Enhancement Provider :  Any party to any Supplemental Credit Enhancement Agreement other than the Issuer or the Indenture Trustee on behalf of the Issuer.

 

Target Amortization Amount :  For any Interim Payment Date or any Payment Date, as the case may be, for each Class of Notes then in its Target Amortization Period, the monthly amount specified in, or calculated as described in, the related Indenture Supplement; provided , that such monthly amount must be either a fixed dollar amount or a fixed percentage of the Note Balance of such Class.

 

Target Amortization Class :  Any Class of Notes that is in its Target Amortization Period.

 

Target Amortization Event :  For any Series or Class of Notes, the occurrence of any of the events designated as such in the related Indenture Supplement (including the occurrence of the Expected Repayment Date); provided , that if any Target Amortization Event occurs with respect to any VFN, it shall constitute a Target Amortization Event for all Classes of VFNs.

 

Target Amortization Period :  For any Class of Notes, the period that begins upon the occurrence of a Target Amortization Event and ends upon the earlier of (i) the commencement of the Full Amortization Period and (ii) the date on which the Notes of such Class are paid or redeemed in full.

 

Target Amortization Principal Accumulation Account :  The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 and entitled “Deutsche Bank National Trust Company, as Indenture Trustee in trust for the Noteholders of the NRZ Advance Receivables Trust 2015-ON1 Advance Receivables Backed Notes, Target Amortization Principal Accumulation Account”.

 

Target Amortization Principal Accumulation Amount :  For any Target Amortization Class on any date, the Target Amortization Amount for the next Payment Date.

 

Term Note :  Notes of any Series or Class designated as “Term Notes” in the related Indenture Supplement.

 

Terminated DSA : As defined in clause (i) of the definition of Facility Eligible Servicing Agreement herein.

 

Transaction Documents :  Collectively, this Indenture, each Note Purchase Agreement, the Receivables Sale Agreement, the Receivables Pooling Agreement, the Fee Letter, the Owner Trustee Fee Letter, the Derivative Agreements, Supplemental Credit Enhancement Agreements, the Schedule of Receivables and the Designated Servicing Agreement Schedule, all Notes, the Trust Agreement, the Administration Agreement, the MSR Purchase Agreement, each Indenture Supplement, the Risk Retention Letter, each Assignment and Recognition Agreement and each Closing Agreement and each of the other documents, instruments and agreements entered into on the Closing Date, the Restatement Closing Date or the Effective Date and thereafter in connection with any of the foregoing or the transactions contemplated thereby, each as amended, supplemented, restated, or otherwise modified from time to time. Notwithstanding the foregoing, (i) the MSR Purchase Agreement shall constitute a “Transaction Document” solely to the extent the provisions thereof relate to the transfer, purchase and sale of any Deferred Servicing Fees and (ii) the occurrence of any “Termination Event” under the MSR Purchase Agreement and/or any breach of any representation, warranty or covenant thereunder (other than those related to the transfer, purchase and sale of Deferred Servicing Fees) by any party shall not independently give rise to (x) the failure to satisfy any Funding Condition or (y) any Event of Default or any Target Amortization Event, in each case, unless and to the extent expressly provided for in any Indenture Supplement. No Subservicing Agreement shall constitute a Transaction Document for purposes hereof.

 

Transfer :  As defined in Section 6.5(h) .  It is expressly provided that the term “Transfer” in the context of the Notes includes, without limitation, any distribution of the Notes by (i) a corporation to its shareholders, (ii) a partnership to its partners, (iii) a limited liability company to its members, (iv) a trust to its beneficiaries or (v) any other business entity to the owners of the beneficial interests in such entity.

 

Transfer Agreement : That certain Transfer Agreement, dated as of July 23, 2017 by and among OLS, OFC, New Residential Investment Corp. and NRM, as amended, restated, supplemented or otherwise modified from time to time.

 

Transfer Date : The NRM Transfer Date or the Shellpoint Transfer Date, as the context requires.

 

Trigger Advance Rate :  For any Class or Series of Notes, as defined in the related Indenture Supplement.  If an Indenture Supplement does not define a “Trigger Advance Rate,” the related Series and Classes shall have no Trigger Advance Rate.

 

Trust Account or Trust Accounts :  Individually, any of the Collection and Funding Account, the Initial Collection Account, the Note Payment Account, the Series Reserve Account, the Interest Accumulation Account, the Target Amortization Principal Accumulation Account, the Fee Accumulation Account or the P&I Advance Disbursement Account or any Sinking Fund Account and any other account required under any Indenture Supplement, and collectively, all of the foregoing.

 

Trust Agreement :  The Amended and Restated Trust Agreement, dated the Closing Date, by and between the Depositor and Owner Trustee, as amended, supplemented, restated, or otherwise modified from time to time.

 

Trust Estate :  The trust estate established under this Indenture for the benefit of the Noteholders, which consists of the property described in the Granting Clause, to the extent not released pursuant to Section 7.1 .

 

Trust Property :  The property, or interests in property, constituting the Trust Estate from time to time.

 

UCC :  The Uniform Commercial Code, as in effect in the relevant jurisdiction.

 

Undrawn Fee Amount :  For any Series of VFNs  as specified in the related Indenture Supplement, for each day during the related Revolving Period, an amount equal to the product of (i) the aggregate of the related Maximum VFN Principal Balance for each Class of VFNs in such Series less the aggregate of the VFN Principal Balance of each Class of VFNs in such Series as of the close of business on such day, and (ii) the Undrawn Fee Rate divided by 360.

 

Undrawn Fee Rate :  For any VFN Class, the rate set forth or described in the related Indenture Supplement, if any.

 

Undrawn Fees :  With respect to any Payment Date during the related Revolving Period, an amount equal to the aggregate of the accrued and unpaid Undrawn Fee Amounts for each day of the Monthly Advance Collection Period immediately preceding such Payment Date, plus any unpaid Undrawn Fees from prior Payment Dates.

 

United States and U.S. :  The United States of America.

 

United States Person :  (i) A citizen or resident of the United States, (ii) a corporation or partnership (or entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in or under the laws of the United States, any one of the states thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such United States Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as United States Persons).

 

Unmatured Default :  With respect to any Designated Servicing Agreement, the occurrence of any event or condition which, with notice and/or the passage of any applicable cure period, will result in a Servicer Termination Event or Subservicer Termination Event, provided that notwithstanding anything to the contrary in any Designated Servicing Agreement, this will not include any collateral performance tests or servicer rating reduction events.

 

Variable Funding Note or VFN :  Any Note of a Series or Class designated as “Variable Funding Notes” in the related Indenture Supplement.

 

Verification Agent :  As defined in Section 3.3(d) .

 

Verification Agent Engagement Letter : The engagement letter entered into between the Administrator and the Verification Agent and the corresponding acknowledgement executed by the Administrative Agent.

 

Verification Agent Fee :  The amount payable to the Verification Agent following completion of its quarterly agreed upon procedures under Section 3.3(d) in an amount to be determined by the Administrative Agent after consultation with the Servicer.

 

VFN Administrative Agent : JPMorgan Chase Bank, N.A., in its capacity as administrative agent of the Series 2018-VF1 Notes.

 

VFN Draw :  For any Interim Payment Date or Payment Date, the amount to be borrowed on such date in relation to any VFNs pursuant to Section 4.3(b) .

 

VFN Draw Date :  Any Interim Payment Date or Payment Date on which a VFN Draw is to be made pursuant to Section 4.3(b) .

 

VFN Noteholder :  The Noteholder of a VFN.

 

VFN Note Balance Adjustment Request :  As defined in Section 4.3(b)(i) .

 

VFN Principal Balance :  On any date, for any VFN or for any Series or Class of VFNs, as the context requires, the Note Balance thereof as of the opening of business on the first day of the then-current Interest Accrual Period for such Series or Class less (i) all amounts previously paid during such Interest Accrual Period on such Note with respect to principal plus (ii) the amount of any increase in the Note Balance of such Note during such Interest Accrual Period prior to such date, which amount shall not exceed the Maximum VFN Principal Balance.

 

Voting Interests :  The aggregate voting power evidenced by the Notes, and each Outstanding Note’s Voting Interest within its Series equals the percentage equivalent of the fraction obtained by dividing that Note’s Note Balance by the aggregate Note Balance of all Outstanding Notes within such Series; provided , however , that where the Voting Interests are relevant in determining whether the vote of the requisite percentage of Noteholders necessary to effect any consent, waiver, request or demand shall have been obtained, the Voting Interests shall be deemed to be reduced by the amount equal to the Voting Interests (without giving effect to this provision) represented by the interests evidenced by any Note registered in the name of, or in the name of a Person or entity holding for the benefit of, the Issuer, the Depositor, the Receivables Seller or any Person that is an Affiliate of any of the Issuer, the Depositor or the Receivables Seller.  The Indenture Trustee shall have no liability for counting a Voting Interest of any Person that is not permitted to be so counted hereunder pursuant to the definition of “Outstanding” unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Person is the Issuer or the Receivables Seller or an Affiliate of either or both of the Issuer and the Receivables Seller.

 

For the avoidance of doubt, all actions, consents and votes under the terms and provisions of this Indenture (other than under any Indenture Supplement related to a specific Series) that require a certain percentage of Voting Interests of all Series or any specified Series of Notes, such as the Series Required Noteholders of Series of Notes that are Variable Funding Notes or the Series Required Noteholders of each Series, as opposed to the Majority Noteholders of all Outstanding Notes shall be deemed by each of the parties hereto and the Noteholders to require such designated percentage of Voting Interests of each Outstanding Series and, in the event any one specified Series fails to provide the required percentage of Voting Interests with respect to any such action, consent or vote, then such action, consent or vote shall be deemed by the parties hereto and the Noteholders to be not approved.

 

Walter : Ditech Holding Corp., or any subsidiary thereof (including Ditech Financial LLC) or any successor thereof.

 

Weighted Average Advance Rate :  With respect to any Class of Notes on any date of determination, a percentage equal to the weighted average of the non-zero Advance Rates applicable to the Receivables in the case of such Class (weighted based on the Receivable Balances of all Facility Eligible Receivables that have a positive Collateral Value attributable to each separate Advance Type on such date).  With respect to a Series of Notes, the “Weighted Average Advance Rate” shall equal the Weighted Average Advance Rate with respect to the Class within such Series with the highest Advance Rates.

 

Weighted Average CV Adjusted Advance Rate :  With respect to any Class or Series on any date of determination, the lesser of (i) the product of (A) the Weighted Average Advance Rate, for such Class or Series on that date, and (B) a fraction, (1) the numerator of which equals the aggregate Receivable Balances of all Facility Eligible Receivables that have a positive Collateral Value with respect to such Class or Series on such date and (2) the denominator of which equals the aggregate Receivable Balances of all Receivables with non-zero Advance Rates applicable to the Receivables in the case of such Classes or Series and (ii) the related Trigger Advance Rate (or, when determined for a Series, the highest Trigger Advance Rate for any Class within such Series).

 

Whole Loan Servicing Agreement :  A Servicing Agreement related to a Mortgage Pool that is not included in a closed-end securitization trust.

 

Section 1.2.             Interpretation.

 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

 

(a)             reference to and the definition of any document (including this Indenture) shall be deemed a reference to such document as it may be amended or modified from time to time;

 

(b)             all references to an “Article,” “Section,” “Schedule” or “Exhibit” are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto;

 

(c)             defined terms in the singular shall include the plural and vice versa and the masculine, feminine or neuter gender shall include all genders;

 

(d)             the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture;

 

(e)             in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

 

(f)             periods of days referred to in this Indenture shall be counted in calendar days unless Business Days are expressly prescribed and references in this Indenture to months and years shall be to calendar months and calendar years unless otherwise specified;

 

(g)             accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under GAAP;

 

(h)             “including” and words of similar import will be deemed to be followed by “without limitation”;

 

(i)              references to any Transaction Document (including this Indenture) and any other agreement shall be deemed a reference to such Transaction Document or agreement as it may be amended or modified from time to time; and

 

(j)              references to any statute, law, rule or regulation shall be deemed a reference to such statute, law, rule or regulation as it may be amended or modified from time to time.

 

Section 1.3.            Compliance Certificates and Opinions.

 

Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer will furnish to the Indenture Trustee (1) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (2) except as provided below, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.  No such certificate or opinion shall be required in any instance where 100% of the Noteholders and any applicable Derivative Counterparty have consented to the related amendment, modification or action and all of the Noteholders have directed the Indenture Trustee in writing to execute such amendment or supplement, or with respect to any other modification or action, directed the Indenture Trustee in writing to permit such modification or action without receiving such certificate or opinion.

 

Every certificate with respect to compliance with a condition or covenant provided for in this Indenture will include:

 

(a)             a statement to the effect that each individual signing such certificate has read such covenant or condition and the definitions herein relating thereto;

 

(b)             a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

 

(c)             a statement to the effect that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 

(d)             a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

 

Section 1.4.             Form of Documents Delivered to Indenture Trustee.

 

In any case where several matters are required to be certified by, or covered by an opinion of, one or more specified Persons, one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

 

Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous.  Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous.

 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

 

Section 1.5.             Acts of Noteholders.

 

(a)             Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “ Action ”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing.  Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” of the Noteholders signing such instrument or instruments and so voting at any meeting.  Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1 ) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5 .

 

(b)             The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.

 

(c)             The ownership of Notes will be proved by the Note Register.

 

(d)             Any Action by a Noteholder will bind all subsequent Noteholders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note.

 

(e)             Without limiting the foregoing, a Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.  Any notice given or Action taken by a Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Noteholders of each such different part.

 

(f)             Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by a Noteholder, and a Depository that is the Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.

 

(g)             The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Noteholders.  If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date.  No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date.

 

Section 1.6.             Notices, etc., to Indenture Trustee, Issuer, Administrator, the Administrative Agent and Note Rating Agency.

 

Any Action of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Indenture Trustee by any Noteholder or by the Issuer will be sufficient for every purpose hereunder if in writing (which shall include electronic transmission) and personally delivered, express couriered, electronically transmitted or mailed by registered or certified mail to the Indenture Trustee (or Deutsche Bank in any of its capacities) at its Corporate Trust Office, or the Issuer or the Administrator by the Indenture Trustee or by any Noteholder will be sufficient for every purpose hereunder (except with respect to notices to the Indenture Trustee of an Event of Default as provided in Section 8.1 ) if in writing (which shall include electronic transmission) and personally delivered, express couriered, electronically transmitted or mailed by registered or certified mail, addressed to it at (i) 1761 East St. Andrew Place, Santa Ana, CA 92705, Ref.: NRZ Advance Receivables Trust 2015-ON1, Series 2015-VF1, OC15S1, NRZ 2015-ON1 in the case of the Indenture Trustee or Deutsche Bank National Trust Company, in any of its capacities, (ii) 1661 Worthington Road, Suite 100, West Palm Beach, FL 33409, Attention: NRZ Advance Receivables Trust 2015-ON1, Series 2015-VF1, OC15S1, NRZ 2015-ON1, in the case of OLS, (iii) c/o Wilmington Trust, National Association, as Owner Trustee, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, in the case of the Issuer, (iv) Eleven Madison Avenue, New York, New York 10010, in the case of the Administrative Agent, (v) c/o New Residential Investment Corp., 1345 Avenue of the Americas, New York, New York 10105, in the case of HLSS , (vi) 1345 Avenue of the Americas, 26th Floor, New York, NY 10105, Attention: NRZ Advance Receivables Trust 2015-ON1, Series 2015-VF1, OC15S1, NRZ 2015-ON1, with a copy to 1345 Avenue of the Americas, 45th Floor, North Suite, New York, NY 10105, Attention: NRZ Advance Receivables Trust 2015-ON1, Series 2015-VF1, OC15S1, NRZ 2015-ON1, in the case of NRM and (vii) New Penn Financial, LLC dba Shellpoint Mortgage Servicing, 75 Beattie Place, Suite 300, Greenville, SC 29601, Attention: NRZ Advance Receivables Trust 2015-ON1, Series 2015-VF1, OC15S1, NRZ 2015-ON1, with a copy to c/o New Residential Investment Corp., 1345 Avenue of the Americas, 45th Floor, New York, NY 10105, in the case of Shellpoint, or, in any case at any other address previously furnished in writing by any such party to the other parties hereto.

 

All written notices to the Note Rating Agency, if such Note Rating Agency is S&P, required hereunder or under any other Transaction Document shall only be sufficient for any purpose hereunder or under such Transaction Document if electronically transmitted to RMBSRans@standardandpoors.com, or such other email address or address as provided by S&P from time to time to the other parties hereto. All written confirmations to the Note Rating Agency, if such Note Rating Agency is S&P, required hereunder or under any other Transaction Document shall only be sufficient for any purpose hereunder or under such Transaction Document if electronically transmitted to RMBSRacs@standardandpoors.com, or such other email address or address as provided by S&P from time to time to the other parties hereto.

 

Section 1.7.             Notices to Noteholders; Waiver.

 

(a)             Where this Indenture, any Indenture Supplement or any Note provides for notice to registered Noteholders of any event, such notice will be sufficiently given (unless expressly provided otherwise herein, in such Indenture Supplement or in such Note) if in writing and mailed by overnight courier, sent by facsimile, sent by electronic transmission or personally delivered to each Noteholder of a Note affected by such event, at such Noteholder’s address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, facsimile, electronic transmission or delivery, none of the failure to mail, send by facsimile, send by electronic transmission or deliver such notice, or any defect in any notice so mailed, to any particular Noteholders will affect the sufficiency of such notice with respect to other Noteholders and any notice that is mailed, sent by facsimile, sent by electronic transmission or delivered in the manner herein provided shall conclusively have been presumed to have been duly given.

 

Where this Indenture, any Indenture Supplement or any Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice.  Waivers of notice by Noteholders will be filed with the Indenture Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver.

 

(b)            In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any Noteholder of a Note when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as will be satisfactory to the Indenture Trustee and the Issuer will be deemed to be a sufficient giving of such notice.

 

(c)             Where this Indenture provides for notice to each Note Rating Agency, failure to give such notice will not affect any other rights or obligations created hereunder and will not under any circumstance constitute an Adverse Effect.

 

Section 1.8.             Administrative Agent.

 

(a)             Discretion of Administrative Agent.  Any provision providing for the exercise of discretion of the Administrative Agent means that such discretion may be executed in the sole and absolute discretion of the Administrative Agent.  In addition, for the avoidance of doubt, as further provided in the definition of “Administrative Agent” herein and notwithstanding any other provision in this Indenture to the contrary, any approvals, consents, votes or other rights exercisable by the Administrative Agent under this Indenture (other than any Indenture Supplement related to a specific Series) shall require the approval, consent, vote or other exercise of rights of each Person specified by name under the definition of “Administrative Agent” or in its stead its Affiliate or successor as noticed to the Indenture Trustee.

 

(b)             Nature of Duties.  The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Indenture, a related Indenture Supplement or in the other Transaction Documents.  The Administrative Agent shall not have by reason of this Indenture or any Transaction Document a fiduciary relationship in respect of any Noteholder.  Nothing in this Indenture or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Administrative Agent any obligations in respect of this Indenture or any of the other Transaction Documents except as expressly set forth herein or therein.  Each Noteholder shall make its own independent investigation of the financial condition and affairs of the Issuer in connection with the purchase of any Note and shall make its own appraisal of the creditworthiness of the Issuer and the value of the Collateral, and the Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Noteholder with any credit or other information with respect thereto, whether coming into its possession before the Closing Date, as applicable, or at any time or times thereafter.

 

(c)             Rights, Exculpation, Etc.  The Administrative Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Indenture or the other Transaction Documents.  Without limiting the generality of the foregoing, the Administrative Agent:  (i) may consult with legal counsel (including, without limitation, counsel to the Administrative Agent or counsel to the Issuer), independent public accountants (which may or may not be independent certified public accountants approved by the Administrative Agent to perform the agreed upon procedures pursuant to Section 3.3(d) ), and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel or experts; (ii) makes no warranty or representation to any Noteholder and shall not be responsible to any Noteholder for any statements, certificates, warranties or representations made in or in connection with this Indenture or the other Transaction Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Indenture or the other Transaction Documents on the part of any Person, the existence or possible existence of any default or Event of Default, or to inspect the Collateral or other property (including, without limitation, the books and records) of any Person; (iv) shall not be responsible to any Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Indenture or the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Indenture Trustee's Adverse Claim thereon, or any certificate prepared by the Issuer in connection therewith, nor shall the Administrative Agent be responsible or liable to the Noteholders for any failure to monitor or maintain any portion of the Collateral.  Without limiting the foregoing and notwithstanding any understanding to the contrary, no Noteholder shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Indenture, the Notes or any of the other Transaction Documents in its own interests as a Noteholder or otherwise.

 

(d)            Reliance.  The Administrative Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Indenture or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

 

Section 1.9.             Effect of Headings and Table of Contents.

 

The Article and Section headings herein and the Table of Contents are for convenience only and will not affect the construction hereof.

 

Section 1.10.          Successors and Assigns.

 

All covenants and agreements in this Indenture by the Issuer will bind its successors and assigns, whether so expressed or not.  All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee.

 

Section 1.11.          Severability of Provisions.

 

In case any provision in this Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

 

Section 1.12.          Benefits of Indenture.

 

Except as otherwise provided in Section 14.7 hereof, nothing in this Indenture or in any Notes, express or implied, will give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Note Registrar, the Securities Intermediary, the Calculation Agent, any Secured Party and the Noteholders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.

 

Section 1.13.          Governing Law.

 

THIS INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS INDENTURE, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS .

 

THE SECURITIES INTERMEDIARY, THE ADMINISTRATOR AND THE ISSUER AGREE THAT THEY WILL NOT CHANGE THE APPLICABLE LAW IN FORCE WITH RESPECT TO ISSUES REFERRED TO IN ARTICLE 2(1) OF THE HAGUE SECURITIES CONVENTION TO A STATE OTHER THAN THE STATE OF NEW YORK.

 

Section 1.14.          Counterparts.

 

This Indenture may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page to this Indenture by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Indenture.

 

	DEUTSCHE BANK NATIONAL TRUST COMPANY,
	as Indenture Trustee,
	By:
		Authorized Signatory

Dated: