SUBSERVICING SUPPLEMENT dated as of May 21, 2013 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLC CONTENTS

EX-10.2 3 d542934dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

Execution Copy

 

 

 

SUBSERVICING SUPPLEMENT

dated as of May 21, 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 May 21, 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 May 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 3.00% per annum (i.e., 0.25% 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:   CFO and Treasurer

 

Subservicing Supplement

 

5


SCHEDULE I

SERVICING AGREEMENTS

 

Investor

Number

  

Deal Name

4406

   Soundview 2007-OPT5

4400

   Soundview 2007-OPT1

4396

   Soundview 2006-OPT2

4399

   Soundview 2006-OPT5

4397

   Soundview 2006-OPT3

4085

   AMSI 2005-R10

4127

   ARSI 2005-W2

4134

   ARSI 2006-W1

4093

   AMSI 2005-R8

4130

   ARSI 2005-W5

4009

   AHM Assets Trust 2006-3

4010

   AHM Assets Trust 2006-4

4013

   AHM Assets Trust 2007-1

4014

   AHM Assets Trust 2007-2

4029

   AHM Investment Trust 2006-1

4027

   AHM Investment Trust 2005-4C

337

   MLMI 1999-H1

352

   Norwest/Lehman/Sasco 98-2

353

   Norwest/Lehman/Sasco 98-3

355

   Norwest/Lehman/Sasco 98-6

372

   First Alliance 1994-2

378

   First Alliance 1996-3

379

   First Alliance 1996-4

380

   First Alliance 1997-1

381

   First Alliance 1997-2

382

   First Alliance 1997-3

384

   First Alliance 1998-1

386

   First Alliance 1998-3

389

   First Alliance 1999-2

391

   First Alliance 1999-4

 

Sch I-1


421

   First Alliance 1998-1A

462

   Delta Funding Series 2000-1

464

   Delta Funding Series 1995-2

513

   National Finance Securitization

550

   RFC Alternate Flow H- 62

558

   RFC Alternet Simple Interest

579

   Cityscape Securitization

2038

   1997-NC5 Greenwich

2040

   1997-NC6 Greenwich

2044

   Metropolitan 1996-A

2049

   Metropolitan 1999-A

2051

   Metropolitan 1999-C

2053

   MMFI I REMIC TRUST 2000-A

2054

   MMFI I REMIC TRUST 2000-B

2120

   Delta Funding Series 2001-1

2156

   CDC Mortgage Capital Trust 2001-HE1

2174

   SALOMON 2002 NC-1

2176

   Renaissance 2002-1

2209

   CSFB Series 2002-AR25

2248

   CSFB Mtg-Backed PT Certificates Series 2002-AR28

2431

   ABFS 2002-2

2432

   ABFS 2002-3

2433

   ABFS 2002-4

2674

   DSLA 2005—AR1

2675

   DSLA 2005—AR2

2687

   LMT 2006-2

2688

   LMT 2006-3

2689

   LMT 2006-4

3397

   RFMSI 2005-S2

3569

   GSRPM 2007-1

3570

   GSAMP 2007-SEA1

3571

   GSAMP 2006-SEA1

3572

   GSRPM 2006-2

3765

   MSMLT 2005-11AR

 

Sch I-2


3767

   MSMLT 2006-1AR

3770

   MSMLT 2006-6AR

3771

   MSMLT 2006-8AR

3772

   MSMLT 2006-9AR

3775

   MSMLT 2005-6AR

3777

   MSMLT 2007-15AR

3781

   SEQUOIA MTG TRUST

3782

   BEAR STEARNS 2004-CL1 CL2

3783

   MSDWCC 2003 HYB1

3790

   ACE 2001-HE1

3792

   ACE 2002-HE2

3812

   MSAC 2006-HE4

3822

   MSAC 2006-NC4

3824

   FFMLT 2005-FFH2

3899

   MORGAN STANLEY

3909

   WAMU/PNC

3910

   FRANKLIN TEMPLETON

3912

   FIFTH THIRD BANK

4211

   HarborView Mortgage Loan Trust 2007-5

4117

   ARSI 2004-W11

4405

   Soundview 2007-OPT4

4135

   ARSI 2006-W2

 

Sch I-3


SCHEDULE II

RETAINED SERVICING FEE PERCENTAGE

 

From

Month1

   To
Month
     Retained Fee

1

     3       20.00 bps

4

     6       19.25 bps

7

     9       19.00 bps

10

     12       18.75 bps

13

     15       18.50 bps

16

     18       18.00 bps

19

     21       17.00 bps

22

     24       16.75 bps

25

     27       16.50 bps

28

     30       16.00 bps

31

     33       15.75 bps

34

     36       15.75 bps

37

     39       15.75 bps

40

     42       15.75 bps

43

     72       15.75 bps

 

1  Starting with May 2013.

 

Sch II-1


SCHEDULE III

TARGET RATIO SCHEDULE

 

Month2    Target Advance Ratio  

1

     3.79

2

     3.71

3

     3.64

4

     3.57

5

     3.49

6

     3.42

7

     3.36

8

     3.29

9

     3.22

10

     3.14

11

     3.06

12

     2.99

13

     2.91

14

     2.84

15

     2.77

16

     2.70

17

     2.63

18

     2.57

19

     2.50

20

     2.44

21

     2.38

22

     2.32

23

     2.26

24

     2.20

25

     2.15

26

     2.10

27

     2.04

28

     1.99

29

     1.94

30

     1.89

31

     1.85

32

     1.80

33

     1.76

34

     1.70

35

     1.65

 

2  Starting with May 2013.

 

Sch III-1


Month2    Target Advance Ratio  

36

     1.60

37

     1.55

38

     1.51

39

     1.50

40

     1.50

41

     1.50

42

     1.50

43

     1.50

44

     1.50

45

     1.50

46

     1.50

47

     1.50

48

     1.50

49

     1.50

50

     1.50

51

     1.50

52

     1.50

53

     1.50

54

     1.50

55

     1.50

56

     1.50

57

     1.50

58

     1.50

59

     1.50

60

     1.50

61

     1.50

62

     1.50

63

     1.50

64

     1.50

65

     1.50

66

     1.50

67

     1.50

68

     1.50

69

     1.50

70

     1.50

71

     1.50

72

     1.50

 

Sch III-2