CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
SERVICING AND OVERSIGHT AGREEMENT
THIS SERVICING AND OVERSIGHT AGREEMENT (Agreement), is made and effective as of [ ] (the Effective Date), by and between HUDSON AMERICAS L.P., a Delaware limited partnership (the Manager), HUDSON HOMES MANAGEMENT LLC, a Texas limited liability company (the REO Management Vendor), CALIBER HOME LOANS, INC., a Delaware Corporation, as servicer (the Servicer) and LSF[ ] MORTGAGE HOLDINGS, LLC (the Client and together with the Manager, the REO Management Vendor and the Servicer, the Parties).
WHEREAS, Client was formed (in addition to other purposes) for (i) investing in and selling residential mortgage loans (Mortgage Loans) and REO properties (REO or REO Propert(ies) and together with Mortgage Loans, Mortgage Assets) directly and through certain wholly-owned subsidiary entities (each a Subsidiary and, collectively, the Subsidiaries), (ii) financing such Mortgage Assets through securitization arrangements, repurchase agreements, reverse repurchase agreements, warehouse facilities, loan agreements, secured financing facilities or other financing facilities and (iii) holding, financing and selling certain residential mortgage backed securities retained by the Client or a Subsidiary in connection with the securitization of Mortgage Assets by the Client through a Subsidiary;
WHEREAS, the Client has appointed Manager to provide discretionary asset and investment management services to Client and its Subsidiaries pursuant to an asset management agreement (the AMA) between Client and Manager, and Manager has accepted such appointment;
WHEREAS, the Manager and Servicer have previously entered into a Servicer Oversight Agreement, dated as of [ ] (the SOA) to address certain interactions between the Manager and the Servicer with respect to the Mortgage Assets;
WHEREAS, upon acquisition of a pool of Mortgage Assets Client intends to immediately transfer legal title to each such Mortgage Asset to the LSF[ ] Master Participation Trust (or another participation trust) in exchange for a participation certificate (a Participation Certificate) representing a 100% beneficial ownership interest in each such Mortgage Asset;
WHEREAS, in connection with Clients financing or securitization of the Mortgage Assets, Client will from time to time sell (or cause a Subsidiary to sell) Participation Certificates representing 100% beneficial ownership in the Mortgage Assets represented by that Participation Certificate to one or more of its Subsidiaries;