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

Exhibit 10.2

Execution Copy

 

 

 

SUBSERVICING SUPPLEMENT

dated as of May 21, 2013

between

OCWEN LOAN SERVICING, LLC

and

HLSS HOLDINGS, LLC

 

 

 

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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

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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

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“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

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“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

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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

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

 

 

Subservicing Supplement

 

5

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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/▇▇▇▇▇▇/Sasco 98-2
353		Norwest/▇▇▇▇▇▇/Sasco ▇▇-▇
▇▇▇		▇▇▇▇▇▇▇/▇▇▇▇▇▇/▇▇▇▇▇ ▇▇-▇
▇▇▇		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

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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		▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇
▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇▇ 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

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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 ▇▇▇▇▇▇▇ 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		▇▇▇▇▇▇ ▇▇▇▇▇▇▇
3909		WAMU/PNC
3910		FRANKLIN ▇▇▇▇▇▇▇▇▇
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

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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

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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

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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