Amendment No. 1 to Subservicing Agreement, dated as of October 5, 2020, by and between NewRez, LLC (as successor-in-interest to New Penn Financial, LLC) d/b/a Shellpoint Mortgage Servicing and PHH Mortgage Corporation (as successor by merger to Ocwen Loan Servicing, LLC)

Contract Categories: Mergers & Acquisitions - Merger Agreements
EX-10.58 4 nrz-2020930exhibit1058.htm EX-10.58 Document
Exhibit 10.58
Subservicing Agreement
by and between
PHH MORTGAGE CORPORATION (as successor by merger to
This AMENDMENT NUMBER ONE is made this 5th day of October, 2020, by and between PHH MORTGAGE CORPORATION (as successor by merger to OCWEN LOAN SERVICING, LLC), as subservicer (the “Subservicer”), and NEWREZ, LLC (as successor-in-interest to NEW PENN FINANCIAL, LLC) D/B/A SHELLPOINT MORTGAGE SERVICING, as owner/servicer (the “Owner/Servicer”), to that certain Subservicing Agreement, dated as of August 17, 2018 (the “Agreement”), by and between the Subservicer and the Owner/Servicer.
WHEREAS, the Subservicer and the Owner/Servicer desire to amend the Agreement, subject to the terms hereof, to modify the Agreement as specified herein; and
WHEREAS, the Subservicer and the Owner/Servicer each have agreed to execute and deliver this Amendment Number One on the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective as of June 1, 2019 or, with respect to any individual Mortgage Loan that became serviced on the Black Knight Platform prior to June 1, 2019, the first Business Day the Mortgage Loan was serviced on such platform, prior to June 1, 2019, the Agreement is hereby amended as follows:
(a)The Agreement is hereby amended by deleting Exhibit E-1 in its entirety and replacing it with Exhibit E-1 attached hereto.
(b)The Agreement is hereby amended by deleting Exhibit E-2 in its entirety and replacing it with Exhibit E-2 attached hereto.
SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.
SECTION 3. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number One need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

SECTION 4. Governing Law. This Amendment Number One shall be construed in accordance with the laws of the State of New York and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws without regard to conflict of laws doctrine applied in such state (other than Section 5-1401 or 5-1402 of the New York General Obligations Law which shall govern).
SECTION 5. Counterparts. This Amendment Number One may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that this Amendment Number One and signature pages may be transmitted between them by facsimile or by electronic mail and that faxed and PDF signatures may constitute original signatures and that a faxed or PDF signature page containing the signature (faxed, PDF or original) is binding upon the parties.
[Signature Page Follows]


        IN WITNESS WHEREOF, the Owner/Servicer and the Subservicer have caused this Amendment Number One to be executed and delivered by their duly authorized officers as of the day and year first above written.


By: /s/ Curtis J. Schares    
Name: Curtis J. Schares
Title: Vice President

Signed: October 5, 2020

Amendment Number One (July 2019)


By: /s/ Nicola Santoro, Jr.    
Name: Nicola Santoro, Jr.
Title: Authorized Signatory

Amendment Number One (July 2019)

Exhibit E-1


Exhibit E-1-1

Critical ReportRegulatory ReportName of ReportReport #Updates #FrequencyImplementation
YesNoServicing Delta Daily Data FeedE-1*Daily (by noon ET) 
YesNoService Fee Reports ("Service Fee Daily Report")E-2(a)*Daily (by noon ET) 
YesNoService Fee Reports ("Daily Balalnces File")E-2(b)*Daily (by noon ET) 
YesNoRemittance FileE-3*Daily (by noon ET) 
YesNoServicing Monthly Data FeedE-4*Monthly by 5th BU day 
YesNoReconciliation ReportE-5*As specified Section 4.1 
YesNoAdvance Reports
("MRA AF Daily File")
E-6(a)*Daily (by noon ET) 
YesNoAdvance Reports
("NRZ NBB Loan Level File")
E-6(b)*Monthly (by 7th BU day) 
YesNoPortfolio Strat ReportsE-7*Monthly (by 7th BU day) 
NoNoMortgagor Litigation ReportE-8*Monthly (by 5th BU day) 
NoNoCorporate Matters ReportE-9*Monthly (by 15th) 
NoNoPerformance ReportsE-10*Monthly (by 20th) 
NoNoMaterial Changes to Subservicer’s, Subservicer’s Parents or any of their respective Affiliates’ Policies and Procedures*E-A1Monthly (by 20th) 
NoNoBasic Complaint ReportE-12(a)*Monthly (by 5th BU day) 
NoNoEscalated Complaint Case Data ReportE-12(b)*Monthly (by 5th BU day) 
NoNoRequest for Information ReportE-13*Monthly (by 7th BU day) 
NoNoPortfolio Roll Rate ReportsE-14*Monthly (by 7th BU day) 
NoNoMonthly Financial Covenant Certification*E-A2As provided in Section 2.22 
NoNoAdvance Threshold ReportE-15*Monthly (by 20th) 
NoNoBack-up Servicer FilesE-16*As agreed to with the Back-up Servicer 
NoNoMI Rescission ReportE-17*Monthly (by 15th) 
NoNoLand Title Adjustment ReportE-18*Monthly (by 7th BU day) 
Exhibit E-1-2

NoNoAncillary Income ReportE-19*Monthly (by 15th) 
NoNoExhibit Q Information*E-A3Quarterly (by 45th calendar day) 
NoNoProvide Fidelity and Errors and Omissions Insurance*E-A4Quarterly (by 45th calendar day) 
NoNoCustomer Service StatisticsE-22*Quarterly (by 45th calendar day 
NoNoTracking Report regarding Privacy NoticesE-23*Quarterly (by 20th) 
NoYesNYS VOSR TemplateE-24*Quarterly (20 days after Quarter-End) 
NoYesMBFRF TemplateE-25*Quarterly (20 days after Quarter-End) 
NoYesMCR TemplateE-26*Quarterly (30 days after Quarter-End) 
NoYesIllinois Default and Foreclosure TemplateE-27*Semi-Annual (by 20th calendar day of July) 
NoYesCalifornia CRMLA TemplateE-28*Annual (by 45th calendar day after fiscal year-end) 
NoYesIllinois Report of Servicing Activity TemplateE-29*Annual (by 45th calendar day after fiscal year-end) 
NoYesMichigan Mortgage Brokers, Lenders and Servicers TemplateE-30*Annual (by 45th calendar day after fiscal year-end) 
NoYesMissouri Report of Residential Mortgage Loan Broker Activity TemplateE-31*Annual (by 45th calendar day after fiscal year-end) 
NoYesWashington Consumer Loan Assessment Report TemplateE-32*Annual (by 45th calendar day after fiscal year-end) 
NoYesWashington Consumer Loan Assessment Report TemplateE-33*Annual (by 45th calendar day after fiscal year-end) 
NoNoRegulation AB Compliance Report*E-A5As defined in Agreement 
NoNoUniform Single Attestation Program Compliance Report* As defined in Agreement 
NoNoSOC 1 Type II of Critical Vendors of Subservicer (or such other Type as may be reasonably satisfactory to Owner/Servicer)*E-A6Within 30 days of receipt, but no later than January 31 
Exhibit E-1-3

NoNoSOC 1 Type II of Subservicer covering a minimum period of nine (9) months*E-A7Within 30 days of receipt, but no later than January 31 
NoNoSOC 1 Type II Bridge Letter of Subservicer covering a maximum period of three (3) months*E-A8No later than January 31 
NoNoMI ReportE-34 Monthly (by 6th BU day) 
NoNoMERS to LPS Data Reconciliation ReportE-35 Monthly (by 6th BU day after MERS cut-off) 
NoNoServicing Transactions Delta Daily Data FeedE-36 Daily (by noon ET) 
NoNoCall Center ReportE-37 Weekly (Monday) 
NoNoLien Release ReportE-38 Monthly (by 6th BU day) 
NoNoFC FHA PipelineE-39 Monthly (by 6th BU day) 
NoNoFC VA PipelineE-40 Monthly (by 6th BU day) 
NoNoFC Conventional PipelineE-41 Monthly (by 6th BU day) 
NoNoMODS PipelineE-42 Monthly (by 6th BU day) 
NoNoClaims ReportE-43 Monthly (by 6th BU day) 
NoNoLiquidations ApprovalsE-44 Monthly (by 6th BU day) 
NoNoLiquidations ClosingsE-45 Monthly (by 6th BU day) 
NoNoCall QA ReportingE-46 Quarterly (by 10th BU days after Quarter-End) 
NoNoMetro IIE-48 Monthly (by 6th BU day) 

Exhibit E-1-4

Exhibit E-2

Exhibit E-2-1