SUBSERVICING SUPPLEMENT dated as of March 13, 2013 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLC CONTENTS

EX-10.2 3 d503728dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

 

 

 

SUBSERVICING SUPPLEMENT

dated as of March 13, 2013

between

OCWEN LOAN SERVICING, LLC

and

HLSS HOLDINGS, LLC

 

 

 


CONTENTS

 

Clause    Page  

ARTICLE I. DEFINITIONS

     1   

1.1 Definitions

     1   

ARTICLE II. SUBSERVICING

     3   

2.1 Engagement as Subservicer

     3   

2.2 Servicing Transfer Procedures

     3   

2.3 Reference to Master Subservicing Agreement

     3   

ARTICLE III. SERVICING FEES

     3   

3.1 Base Subservicing Fee

     3   

3.2 Performance Fee

     4   

ARTICLE IV. MISCELLANEOUS

     4   

4.1 Incorporation

     4   

4.2 Third Party Beneficiaries

     4   

 

SCHEDULE I     Servicing Agreements

 

SCHEDULE II     Retained Servicing Fee Percentage

 

SCHEDULE III   Target Ratio Schedule

 


SUBSERVICING SUPPLEMENT

This SUBSERVICING SUPPLEMENT, dated as of March 13, 2013 (this “Subservicing Supplement”), is by and between HLSS HOLDINGS, LLC, a Delaware limited liability company (“Servicer”), and OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“Ocwen”).

RECITALS:

WHEREAS, as of the applicable Servicing Transfer Date (as defined herein), Servicer will become the servicer of certain Mortgage Loans (as defined in the Master Subservicing Agreement) pursuant to the terms of those certain pooling and servicing agreements or other servicing agreements listed in Schedule I hereto; and

WHEREAS, Servicer and Ocwen are parties to that certain Master Subservicing Agreement dated as of October 1, 2012 (the “Master Subservicing Agreement”); and

WHEREAS, Servicer desires to engage Ocwen to act as subservicer with respect to the Mortgage Loans relating to those pooling and servicing agreements or other servicing agreements listed in Schedule I hereto, as of the applicable Servicing Transfer Date (as defined herein), and Ocwen desires to act as subservicer with respect to the Mortgage Loans relating to those pooling and servicing agreements or other servicing agreements, on the terms set forth in the Master Subservicing Agreement, as supplemented by this Subservicing Supplement.

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Servicer and Ocwen agree as follows:

ARTICLE I.

DEFINITIONS.

1.1 Definitions. (a) For purposes of this Subservicing Supplement, the following capitalized terms shall have the respective meanings set forth or referenced below.

Base Subservicing Fee” has the meaning set forth in Section 3.1.

Deferred Servicing Agreement” has the meaning set forth in the Sale Supplement.

Excess Servicing Advances” shall mean, for any calendar month, the amount, if any, by which the outstanding Servicing Advances with respect to the Servicing Agreements as of the last day of such calendar month exceeds an amount equal to (a) the Target Ratio for such calendar month multiplied by (b) the unpaid principal balance of the Mortgage Loans subject to the Servicing Agreements as of the last day of such calendar month.

 

Subservicing Supplement

1


Monthly Servicing Fee” shall mean, for each calendar month, the sum of the Base Subservicing Fee for such calendar month and the Seller Monthly Servicing Fee (as defined in the Sale Supplement) for such calendar month.

Performance Fee” has the meaning set forth in Section 3.2.

Retained Servicing Fee” shall mean, for any calendar month, an amount equal to the sum of (a) the product of the Retained Servicing Fee Percentage for such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements and the Deferred Servicing Agreements during such calendar month, and (b) the Retained Servicing Fee Shortfall, if any, for the immediately prior calendar month.

Retained Servicing Fee Percentage” shall mean, for any calendar month, the percentage set forth on Schedule II to this Subservicing Supplement.

Retained Servicing Fee Shortfall” shall mean, for any calendar month, beginning in March 2013, an amount equal to the excess, if any, of (a) the Retained Servicing Fee for such calendar month over (b) the excess, if any, of (x) the aggregate Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing Agreement or pursuant to Sale Supplement, as applicable) over (y) the Monthly Servicing Fee for such calendar month.

Sale Supplement” shall mean that certain Sale Supplement, dated as of the date hereof, between Servicer and Home Loan Servicing Solutions, Ltd., as Purchasers, and Ocwen, as Seller, as the same may be amended, supplemented or otherwise modified from time to time.

Scheduled Termination Date” means, with respect to each Subject Servicing Agreement serviced pursuant to this Subservicing Supplement, the date which is six (6) years after the closing date of the initial acquisition of assets pursuant to the Sale Supplement.

Servicing Agreement” shall mean each of the pooling and servicing agreements or other servicing agreements listed in Schedule I hereto.

Servicing Fees” shall mean, with respect to any Servicing Agreement, the servicing fees payable to Servicer and Home Loan Servicing Solutions, Ltd. under the Sale Supplement and the Subject Servicing Agreements, including each “servicing fee” payable based on a percentage of the outstanding principal balance of the Mortgage Loans serviced pursuant to such Servicing Agreement, but excluding any Ancillary Income, Prepayment Interest Excess or any amounts earned in connection with the investment of funds in the related Custodial Accounts and Escrow Accounts.

Servicing Transfer Date” shall have the meaning specified in the Sale Supplement.

Subject Servicing Agreement” shall mean, as of any date of determination, each Servicing Agreement with respect to which the Servicing Transfer Date has occurred on or prior to such date and with respect to which the Subservicing Termination Date has not occurred on or prior to such date.

 

Subservicing Supplement

2


Target Ratio” for each calendar month shall mean the amount specified in Schedule III with respect to such month.

(b) Any capitalized term used but not defined in this Subservicing Supplement shall have the meaning assigned to such term in the Master Subservicing Agreement.

ARTICLE II.

SUBSERVICING

2.1 Engagement as Subservicer. Servicer hereby engages Ocwen to act as subservicer, and Ocwen agrees to act as subservicer, with respect to the Mortgage Loans relating to those certain pooling and servicing agreements or other servicing agreements listed in Schedule I hereto (the “Subject Servicing Agreements”) pursuant to the terms of the Master Subservicing Agreement, as supplement by this Subservicing Supplement, on and after the related Servicing Transfer Date for such Subject Servicing Agreement. Except as set forth in this Subservicing Supplement or the Master Subservicing Agreement, Ocwen further agrees to be responsible for performing all of the duties and obligations of Servicer and its subservicers under each Subject Servicing Agreement, and to meet any standards and fulfill any requirements applicable to Servicer or its subservicer under each Subject Servicing Agreement on and after the related Servicing Transfer Date.

2.2 Servicing Transfer Procedures. Servicer and Ocwen each covenant and agree to following the Servicing Transfer Procedures agreed pursuant to the Sale Supplement with respect to each Subject Servicing Agreement.

2.3 Reference to Master Subservicing Agreement. Each of Servicer and Subservicer agrees that (a) this Subservicing Supplement is a “Subservicing Supplement” executed pursuant to Section 2.1 of the Master Subservicing Agreement, (b) the terms of this Subservicing Supplement are hereby incorporated into the Master Subservicing Agreement with respect to the Subject Servicing Agreements and the related Mortgage Loans to the extent set forth therein, (c) each of the Subject Servicing Agreements listed in Schedule I is a “Subject Servicing Agreement” as such term is used in the Master Subservicing Agreement on and after the related Servicing Transfer Date, and (d) the terms of this Subservicing Supplement apply to the Subject Servicing Agreements specified herein and not to any other “Subject Servicing Agreement” as that term is used in the Master Subservicing Agreement. In the event of any conflict between the provisions of this Subservicing Supplement and the Master Subservicing Agreement, the terms of this Subservicing Supplement shall prevail.

ARTICLE III.

SERVICING FEES

3.1 Base Subservicing Fee. As compensation for its services with respect to the Subject Servicing Agreements, Servicer shall pay Ocwen a monthly base subservicing fee for each calendar month during which Ocwen is servicing Mortgage Loans with respect to Subject Servicing Agreements pursuant to this Subservicing Supplement equal to 12.00% of the aggregate Servicing Fees actually received by Servicer and Home Loan Servicing Solutions, Ltd. pursuant to the Subject Servicing Agreements during such calendar month (the “Base Subservicing Fee”).

 

Subservicing Supplement

3


3.2 Performance Fee. Servicer shall pay to Ocwen for each calendar month during which Ocwen is servicing Mortgage Loans with respect to Subject Servicing Agreements pursuant to this Subservicing Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) the excess, if any, of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing Agreement or pursuant to the Sale Supplement, as applicable) over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Servicer and Ocwen (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by 3.75% per annum (i.e., 0.3125% per month) of the Excess Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Servicer. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period.

ARTICLE IV.

MISCELLANEOUS

4.1 Incorporation. The provisions of Article 10 of the Master Subservicing Agreement are hereby incorporated into this Subservicing Supplement by reference, mutatis mutandis, as if its provisions were fully set forth herein.

4.2 Third Party Beneficiaries. Ocwen and Servicer each acknowledges and agrees that the indenture trustee, on behalf of the holders of related notes, with respect to any Servicing Advance Facility pursuant to which Servicer has transferred Servicer Advances made pursuant to a Servicing Agreement is an express third party beneficiary of this Subservicing Supplement and the Subservicing Agreement solely with respect to the Servicing Agreements related to such Servicing Advance Facility.

[Signature Page Follows]

 

Subservicing Supplement

4


IN WITNESS WHEREOF, the parties hereto have caused this Subservicing Supplement to be executed and delivered as of the date first above written.

 

HLSS HOLDINGS, LLC
  By:   /s/ James Lauter
   

 

  Name:   James Lauter
  Title:   CFO
OCWEN LOAN SERVICING, LLC
By:   Ocwen Mortgage Servicing, Inc., as its sole member
  By:   /s/ Nikhil Malik
   

 

  Name:   Nikhil Malik
  Title:   Vice President

 

Subservicing Supplement


SCHEDULE I

SERVICING AGREEMENTS

 

Investor Number

 

Deal Name

250

 

OOMC Series 2003-5

251

 

OOMC Series 2003-6

261

 

OOMC Loan Trust 2004-1

274

 

OOMC Loan Trust Series 2004-2

287

 

OOMC Loan Trust Series 2004-3

292

 

OOMLT 2005-1 STEP SERV FEE

369

 

OOMLT 2005-2 STEP SERV FEE

370

 

SOUNDVIEW 2005-OPT1- PMI

391

 

Citigroup CMLTI 2005-OPT4

423

 

Carrington 2006-OPT1

448

 

Merrill Lynch Series 2006-OPT1

662

 

OOMC MESA Trust 2001-5

664

 

OOMC Loan Trust 2002-1

669

 

OOMC Loan Trust 2002-3 -STEP

671

 

First Franklin Series 2002-FF1

683

 

OOMC Loan Trust 2002-6

687

 

OOMC Series 2003-1

690

 

OOMC Loan Trust 2003-2

691

 

OOMC Series 2003-3

693

 

OOMC Series 2003-4 StepSvcFee

262

 

ABFC Series 2004-OPT1

264

 

OOMC Woodbridge Series 2004-1

269

 

SABR Trust 2004-OP1 —STEP SF

 

Sch I-1


271

 

UBS MASTR Series 2004-OPT1

272

 

BofA ABFC Series 2004-OPT2

276

 

BofA ABFC 2004-OPT3

279

 

ABSC Series 2004-HE3

284

 

ABFC 2004-OPT4

288

 

UBS MASTR Series 2004-OPT2

289

 

ABFC 2004-OPT5

294

 

Citigroup CMLTI 2005-OPT1

297

 

MASTR 2005-OPT1 STEP SERV FEE

299

 

CMLT 2005-OPT2 STEP SERV FEE

333

 

Citigroup Mort Loan Trust 2004-OPT1 step

334

 

Barclays SABR Series 2004-OP2

360

 

Barclays SABR Series 2005-OP1

377

 

Citigroup CMLTI 2005-OPT3

381

 

ABSC 2005-HE6

384

 

JPMAC 2005-OPT1

386

 

Soundview 2005-OPT2

400

 

ABFC 2005-OPT1

413

 

SABR 2005-OP2

414

 

JPMAC 2005-OPT2

417

 

Barclays SABR Series 2006-OP1

422

 

Soundview 2006-OPT1

428

 

ABSC 2006-HE3

437

 

Soundview 2006-OPT4

442

 

ABSC 2006-HE5

670

 

Option One Woodbridge 2002-1

 

Sch I-2


685

 

MASTR 2002-OPT1 (UBS Security)

688

 

UBS—MASTR 2003-OPT1

689

 

OOMC Woodbridge 2003-1

692

 

MASTR Series 2003-OPT2

695

 

OOMC Woodbridge Series 2003-2

258

 

ACE Series2003-OP1

267

 

ACE 2004-OP1 STEP SERV FEE

380

 

OOMLT 2005-3

387

 

Lehman SASCO 2005-S5

397

 

OOMLT 2005-4

399

 

NHELI 2005-HE1

401

 

OOMLT 2005-5

402

 

SGMS 2005-OPT1

405

 

Lehman SASCO 2005-OPT1

412

 

OOMLT 2006-1

416

 

HSBC HASCO 2006-OPT1

420

 

HSBC HASCO 2006-OPT2

425

 

HSBC HASCO 2006-OPT3

430

 

Lehman SASCO 2006-OPT1

432

 

HSBC HASCO 2006-OPT4

434

 

ACE 2006-OP1

441

 

OOMC Loan Trust Series 2006-2

446

 

Lehman SASCO 2006-BC2

450

 

OOMLT 2006-3

551

 

ACE 2006-OP2

558

 

ABFC 2006-HE1

 

Sch I-3


559

 

SGMS 2006-OPT2- Dual Cutoff

564

 

Lehman SASCO 2006-BC6

565

 

OOMLT 2007-01- Dual Cutoff

567

 

HSBC HASCO 2007-OPT1

568

 

Lehman SASCO 2007-BC1

569

 

OOMC Loan Trust Series 2007-CP1

571

 

OOMC Loan Trust Series 2007-2

573

 

Merrill Lynch Series 2007-HE2

574

 

OOMC Loan Trust Series 2007-FXD2

575

 

OOMC Loan Trust Series 2007-3

577

 

OOMC Loan Trust Series 2007-4

578

 

OOMC Loan Trust Series 2007-5

582

 

OOMC Loan Trust Series 2007-6

682

 

Morgan Stanley 2002-OP1

254

 

ABSC Series 2003-HE6

257

 

Merrill Lynch Series 2003-OPT1

396

 

Soundview 2005-OPT3

406

 

Soundview 2005-OPT4

 

Sch I-4


SCHEDULE II

RETAINED SERVICING FEE PERCENTAGE

 

From    To       

Month1

   Month    Retained Fee  

1

   3      26.50 bps   

4

   6      25.75 bps   

7

   9      25.25 bps   

10

   12      25.00 bps   

13

   15      24.00 bps   

16

   18      23.50 bps   

19

   21      23.25 bps   

22

   24      22.50 bps   

25

   27      21.75 bps   

28

   30      21.50 bps   

31

   33      21.50 bps   

34

   36      21.50 bps   

37

   39      21.25 bps   

40

   42      21.25 bps   

43

   72      21.25 bps   

 

1 

Starting with March 2013

 

Sch II-1


SCHEDULE III

TARGET RATIO SCHEDULE

 

Month2    Target Advance Ratio  

1

     4.57

2

     4.47

3

     4.37

4

     4.27

5

     4.18

6

     4.08

7

     3.99

8

     3.90

9

     3.81

10

     3.73

11

     3.64

12

     3.56

13

     3.48

14

     3.40

15

     3.33

16

     3.25

17

     3.18

18

     3.11

19

     3.04

20

     2.97

21

     2.90

22

     2.84

23

     2.77

24

     2.71

25

     2.65

26

     2.59

27

     2.53

28

     2.47

29

     2.42

30

     2.36

31

     2.31

32

     2.26

33

     2.21

34

     2.16

35

     2.11

 

2

Starting with March 2013.

 

Sch III-1


Month2    Target Advance Ratio  

36

     2.06

37

     2.02

38

     1.97

39

     1.93

40

     1.88

41

     1.84

42

     1.80

43

     1.76

44

     1.75

45

     1.75

46

     1.75

47

     1.75

48

     1.75

49

     1.75

50

     1.75

51

     1.75

52

     1.75

53

     1.75

54

     1.75

55

     1.75

56

     1.75

57

     1.75

58

     1.75

59

     1.75

60

     1.75

61

     1.75

62

     1.75

63

     1.75

64

     1.75

65

     1.75

66

     1.75

67

     1.75

68

     1.75

69

     1.75

70

     1.75

71

     1.75

72

     1.75

 

Sch III-2