CONFIDENTIAL TREATMENT REQUESTED SECOND AMENDMENT TO SUBSERVICING AGREEMENT (Homesaver Advance™ Servicing Amendment)
Exhibit 10.47
CONFIDENTIAL TREATMENT REQUESTED
This Amendment to that Subservicing Agreement (the “Amendment”) is made by and between ▇▇▇▇▇▇
▇▇▇ (“▇▇▇▇▇▇ ▇▇▇”), a corporation organized and existing under the laws of the United States, and
Nationstar Mortgage, LLC, a Delaware limited liability company, (“Subservicer”) and is effective
December 5, 2011.
WHEREAS, ▇▇▇▇▇▇ Mae and Nationstar have entered into that certain Subservicing Agreement (the
“Agreement”) dated effective as of October 29, 2010, and have agreed to amend the Agreement to
allow ▇▇▇▇▇▇ ▇▇▇ to engage Subservicer to servicer HomeSaver Advance TM Loans in the
states set forth on Exhibit C, Approved States (“HSA Loans”) on behalf of ▇▇▇▇▇▇ Mae from
and after the Transfer Date, and Subservicer desires to assume such servicing responsibilities.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. ARTICLE I. DEFINED TERMS
Capitalized terms used in this Amendment shall have the meanings specified in this ARTICLE I
unless otherwise described herein or if not described herein, then described in the Agreement.
“Accepted Servicing Practices” means, with respect to any HSA Loan, those mortgage
servicing practices of prudent mortgage lending institutions which service mortgage loans of the
same type as the HSA Loans in the jurisdiction where the related mortgage property is located, but
in no event less than the servicing practices required by the Servicing Agreement.
“Affiliate” means for the purpose of this Amendment, NSM Recovery Services, Inc.
“Agreement” means the Subservicing Agreement as modified herein, but not including any
supplemental agreement setting forth certain “high touch” servicing protocols, support of a loan
performance advisor or other third-party surveillance consultant, or certain additional
compensation available to Subservicer.
“Amendment” means this HomeSaver AdvanceTM Servicing Amendment, including all
amendments, supplements, exhibits, appendices, and schedules hereto.
“Ancillary Income” means all income derived from the HSA Loans that the Subservicer
may collect in connection with servicing the HSA Loans, including, but not limited to (a) interest
or other benefits earned in connection with funds on deposit in the Custodial Accounts, (b) fees
payable to the Subservicer under the Guides, (c) late charges, and (d) non-sufficient funds fees,
ACH fees, and all other incidental fees and charges with respect to a HSA Loan.
“Applicable Requirements” means, as of the time of reference, (i) all contractual
obligations of a Subservicer with respect to the HSA Loans, including, without limitation, those
contractual obligations contained herein and in the Guide; (ii) all applicable federal, state, and
local laws, statutes, rules, regulations and ordinances applicable to a Subservicer, or to the HSA
Loans; (iii) all other judicial and administrative judgments, orders, stipulations, awards, writs
and injunctions applicable to a Subservicer that have been disclosed to ▇▇▇▇▇▇ ▇▇▇; and (iv)
Accepted Servicing Practices.
“Approval Matrix” means the approval matrix attached as Exhibit B, Approval
Matrix, and applicable only to the HSA Loans to the extent not inconsistent with the
requirements of the Guides.
“Borrower” means any obligor under an HSA Note.
“Business Day” means Monday through Friday, excluding any days on which banks in
Washington D.C. and the State of Texas are closed for business.
“Custodial Accounts” means the accounts in which Custodial Funds are deposited and
held by Subservicer on behalf of ▇▇▇▇▇▇ Mae.
“Custodial Funds” means all funds held by Subservicer with respect to the related HSA
Loans including, but not limited to, all principal and interest funds and any other funds due
▇▇▇▇▇▇ ▇▇▇ or held on behalf of a Borrower, maintained by Subservicer relating to the HSA Loans.
“Custody Documents” means the original Mortgage Note required to be retained by the
Document Custodian and, with regard to eNotes, the eNote register on the MERS® eRegistry
“Document Custodian” means Bank of New York (“BNY”), or such other entity designated
by ▇▇▇▇▇▇ Mae as contractually obligated to hold the Custody Documents for ▇▇▇▇▇▇ ▇▇▇.
“eNote” means a promissory note in an electronic format which is originated and signed
in accordance with Applicable Requirements and registered on the MERS® eRegistry.
“▇▇▇▇▇▇ Mae” means the Federal National Mortgage Association, a corporation organized
and existing under the laws of the United States, commonly known as ▇▇▇▇▇▇ ▇▇▇, any successor or
assign, and any affiliate designated to perform any of the functions ascribed to ▇▇▇▇▇▇ Mae
hereunder.
“▇▇▇▇▇▇ ▇▇▇ Expense” means “out-of-pocket” costs to third parties incurred by the
Subservicer in servicing the HSA Loans that are not reimbursable by the Borrower and that are
customarily paid by ▇▇▇▇▇▇ Mae. ▇▇▇▇▇▇ ▇▇▇ Expenses include the cost of any HSA Loan assignment,
custodial expense, transfer expense, and any MERS charges, which fees are not reimbursable to
Subservicer by any other party, and such other “out-of-pocket” costs as mutually agreed to by the
parties. All such expenses are subject to change from time-to-time.
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“Guides” means any and all applicable rules, regulations, requirements, and guidelines
of ▇▇▇▇▇▇ Mae, as the same may be amended or supplemented from time to time, including, without
limitation, the ▇▇▇▇▇▇ ▇▇▇ Selling and Servicing Guide and all announcements and lender letters,
including, but not limited to HSA origination and/or servicing provisions of the 2006 Servicing
Guide and any related announcements incorporated into the subsequent Guides or not.
“HSA Loans” has the meaning provided in the recitals above.
“HSA Note” means the promissory note executed by a Borrower evidencing the
indebtedness of the Borrower under an HSA Loan.
“Party(ies)” means Subservicer and ▇▇▇▇▇▇ Mae, individually or collectively as the
context specifies.
“Prior Subservicer” has the meaning set forth in the recitals above and includes Dyck
▇’▇▇▇▇, Inc., Cenlar FSB, and any Originating Subservicer of an HSA Loan.
“Originating Subservicer” means the ▇▇▇▇▇▇ Mae servicer that originated the HSA Loan.
“Program Form” means any form of worksheet, checklist, summary, log, transmittal,
request, order, report or other written form and any written document, instrument, statement,
notice, request, authorization or communication, including, without limitation, customer billing
forms and customer correspondence, utilized in connection with the servicing of the Mortgage Loans.
“Right Party Contact” has the meaning provided in Section 2.3(a).
“Services” has the meaning provided in Section 2.3.
“Servicing Agreement” means this Agreement, the MSSC, the Guide and any and all
directions by ▇▇▇▇▇▇ ▇▇▇ with regard to the servicing of HSA loans.
“Termination Fee” means the fees set forth on Exhibit A, Fee Schedule and
designated as “Termination Fees”.
“Transfer Date” means January 31, 2011 with regard to the HSA Loans transferred from
Dyck ▇’▇▇▇▇, Inc., February 29, 2011 with regard to the HSA Loans transferred from Cenlar FSB.
“Transfer Instructions” means the Transfer Instructions provided by Subservicer to a
Prior Subservicer which provide instructions to the Prior Subservicer for the orderly transfer of
servicing, as amended from time to time.
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2. ARTICLE II. SERVICES OF HSA LOANS
With regard to the servicing of HSA Loans, Article II of the Agreement is superseded by the
following:
Section 2.1 Ownership of HSA Loans.
Subservicer expressly acknowledges and agrees that Subservicer does not and shall not have any
property interest in the HSA Loans and shall not assert any such rights hereafter,
Section 2.2 Appointment as Subservicer, Description of Services.
(a) ▇▇▇▇▇▇ Mae hereby appoints Subservicer, and Subservicer hereby accepts such appointment,
to perform all of the ftmctions, responsibilities, activities, and tasks of a Subservicer to
service and administer the HSA Loans for the benefit of ▇▇▇▇▇▇ ▇▇▇ from and after the related
Transfer Date, in accordance with and subject to the terms of the Servicing Agreement and
Applicable Requirements and any reasonable written directions from ▇▇▇▇▇▇ Mae, Except as required
by Applicable Requirements and as otherwise mutually agreed to in writing by the Parties,
Subservicer shall perform its functions, responsibilities, activities, and tasks hereunder in its
name, and not on a “private label” basis.
(b) Transfer of HSA Loans and Records,
(i) Transfer Instructions. In connection with the transfer of the Servicing functions from
Prior Subservicer to Subservicer pursuant to this Agreement, Subservicer shall provide reasonable
servicing transfer instructions to Prior Subservicer to take all steps necessary and appropriate to
effectuate and evidence the transfer of the servicing for the HSA Loans and generally cooperate
with Prior Subservicer in connection with such transfer. Subservicer shall notify ▇▇▇▇▇▇ ▇▇▇
within five (5) Business Days of Subservicer becoming aware of any issues or concerns in working
directly with the Prior Subservicer. ▇▇▇▇▇▇ Mae shall use commercially reasonable efforts to cause
Prior Subservicer to, comply with the Transfer Instructions. Notwithstanding anything herein to
the contrary, Subservicer shall have no liability (for indemnification or otherwise) in the event
any Prior Subservicer does not comply with such servicing transfer instructions in all respects and
such nonperformance adversely affects Subservicer’s ability to perform its obligations under this
Agreement.
(ii) Possession of Servicing Records. ▇▇▇▇▇▇ ▇▇▇ shall cause the Prior Subservicer to
transfer to Subservicer the servicing records in electronic format with respect to each of the HSA
Loans and which are necessary to service the HSA Loans in accordance with Applicable Requirements.
For each HSA Loan registered on the MERS® eRegistry as an eNote, Subservieer shall work
with Prior Subservicer to notify MERS of Subservicer’s status as Subservicer and otherwise comply
with all requirements of MERS to be properly identified as the Subservicer of each HSA Loan.
(iii) Custodial Accounts. Prior to the related Transfer Date, Subservicer shall establish new
Custodial Accounts in accordance with Applicable Requirements and as required by ▇▇▇▇▇▇ Mae.
Subservicer shall execute new Form 1013 and complete a Form 1072 on-line at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or
such other ▇▇▇▇▇▇ ▇▇▇ website as identified time to time, reflecting its role as Subservicer.
Subservicer shall use its best efforts to obtain from the Prior Subservicer all funds that were
held by the Prior Subservicer in existing P&I custodial accounts, as well as, all interest due to
the Borrowers on such accounts from the Prior Subservicer through such Transfer Date, and deposit
such funds into the appropriate newly established Custodial Accounts. Subservicer will advise
▇▇▇▇▇▇ Mae if the Prior Subservicer does not send the funds from the
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existing Custodial Accounts three (3) Business Days following the Transfer Date. Within thirty (30) days following the related
Transfer Date, the Subservicer, by working closely with the Prior Subservicer, will reconcile with
the Prior Subservicer and then will report to ▇▇▇▇▇▇ ▇▇▇ all items necessary to bring all Custodial
Accounts into full compliance with the Guide.
(iv) Welcome Letter/Goodbye Letters. Subservicer will send a welcome letter and as
appropriate a goodbye letter for the Prior Subservicer(s) for the benefit of ▇▇▇▇▇▇ Mae and
Subservicer (or a combined letter, if applicable), in form and substance reasonably satisfactory to
▇▇▇▇▇▇ ▇▇▇, to each HSA Borrower within fifteen (15) days of the applicable HSA Loan boarding date,
such date estimated to be within one (1) Business Day of Subservicer’s receipt of valid data
relating to such HSA Loan.
Section 2.3 Monthly Servicing Responsibilities.
The HSA Loan servicing process includes the following special functions, other functions set
forth in the Guide, or as may be mutually agreed to in writing by the Parties from time to time
(herein referred to as the “Services”). Subservicer shall provide the following Services:
(a) Initial Telephone Contacts. Unless additional minimal requirements are set forth
in an exhibit or schedule hereto, a minimum of two (2) attempts will be made to contact each
Borrower by telephone during the month following the Transfer Date. Such attempts will be made in
a manner designed to maximize the opportunity for contact with the Borrower (herein referred to as
“Right Party Contact”) by making calls at various times of day on both weekdays and Saturdays
and/or Sundays to the extent practicable, at times specified by the Borrower as “best times to
contact”. Subservicer shall maintain a list of Borrowers with whom the Subservicer was unable to
make Right Party Contact and provide ▇▇▇▇▇▇ Mae a detailed report of Right Party Contacts via email
to hsa_mailbox®▇▇▇▇▇▇▇▇▇.▇▇▇ once each quarter within ten (10) business days of the month following
the Transfer Date. Such detailed report will include, at a minimum, the HSA loan number, the last
contact attempt date, the phone number that was attempted, and the borrower’s mailing address
(including City, State, and Zip Code).
(b) Payment Processing. HSA Loan payments will be processed and applied as received
in a manner consistent with the HSA Note and remitted to ▇▇▇▇▇▇ ▇▇▇ pursuant to the Servicing Guide
requirements for HSA Loans.
(c) Investor Reporting and Remitting. On a monthly basis, Subservicer will produce
standard reporting required by ▇▇▇▇▇▇ Mae in the Servicing Guide. Such reporting shall include:
| Schedule 1: | Reconciliation of Mortgage Portfolio | |||
| Schedule 2: | Reconciliation of Interest Rate / Pass-Thru Rate | |||
| Schedule 3: | Shortage/Surplus Reconciliation | |||
| Form 496: | Cash Reconciliation |
Subservicer shall service the loans in accordance with “actual/actual” servicing according to the
Guides, Ancillary Income due the Subservicer pursuant to the Fee Schedule may be retained by the
Subservicer.
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(d) Delinquency Reporting. On a monthly basis, Subservicer will provide standard
reporting required by the Guide for all HSA Loans that are thirty (30) or more days delinquent, in
form and substance satisfactory to ▇▇▇▇▇▇ ▇▇▇.
(e) Bankruptcy Monitoring. No later than thirty (30) days after the loan is boarded
into Subservicer’s system and on a monthly basis thereafter, Subservicer will determine whether a
bankruptcy filing has occurred for every I-ISA Loan serviced by Subservicer and report such filings
to ▇▇▇▇▇▇ Mae as required by the Guide. Additionally, Subservicer shall file the proof of claim
and such other documents as required by Applicable Requirements to protect ▇▇▇▇▇▇ Mae’s interest in
the HSA Loan.
(f) Credit Bureau Reporting. Subservicer shall report HSA Loan performance to the
credit bureau repositories consistent with the Guides’ standard servicing practices and reporting
agency standards.
(g) Correspondence. Subservicer will comply with all applicable laws or regulations
in responding to all written and oral inquiries and requests from HSA borrowers and their
representatives. All related documentation, collection notes and any correspondence shall be
logged and scanned and made available to ▇▇▇▇▇▇ Mae upon request.
(h) Payoff Requests. Upon payment in full of a HSA Loan, Subservicer will return the
original HSA Note to borrower, marked “paid in full” and update the credit bureau reporting
accordingly. If the paid in full HSA Loan was originated as an eNote, Subservicer shall update the
MERS eRegistry to indicate that the eNote has been released. If required by applicable law,
Subservicer shall print a copy of the ▇▇▇▇▇, ▇▇▇▇ it “paid in full” and forward it to the borrower.
(i) Repurchase Requests. Upon notification from ▇▇▇▇▇▇ Mae to the Originating
Subservicer that a HSA Note must be repurchased, the Originating Subservicer may contact
Subservicer to obtain the repurchase price for the HSA Loan to be repurchased. After Subservicer
receives the repurchase funds, Subservicer will forward the HSA Note to the Originating Subservicer
and send the Borrower a notification of transfer of servicing of the loan. If the HSA Note to be
repurchased is an eNote, Subservicer shall notify ▇▇▇▇▇▇ ▇▇▇ that the repurchase has been completed
so that ▇▇▇▇▇▇ Mae can notify MERS e-registry of the change of ownership of the eNote. If the
Originating Subservicer desires to independently contract with Subservicer to continue to service
the repurchased loan, Subservicer must make appropriate modifications to their system to indicate
that the loan no longer belongs to ▇▇▇▇▇▇ ▇▇▇ and belongs to Originating Subservicer.
(j) Charge-Offs. Subservicer will charge-off the HSA Loan after the loan is
delinquent 120 days. The original promissory note, if applicable, will be forwarded to the
recovery collections contractor designated by ▇▇▇▇▇▇ Mae, along with all account history and such
other data and information as ▇▇▇▇▇▇ ▇▇▇ reasonably requests. If the charged-off USA Loan is
evidenced by an eNote, the Subservicer will notify MERS°eRegistry, and notify ▇▇▇▇▇▇ Mae
so that ▇▇▇▇▇▇ ▇▇▇ can charge-off the HSA Loan. Any fees associated with transfer are considered
▇▇▇▇▇▇ Mae Expenses for purposes of this Amendment and are reimbursable by ▇▇▇▇▇▇ ▇▇▇. Subservicer
will be responsible for credit reporting with respect to charged off accounts.
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(k) Quality Management. Subservicer will maintain a quality control process,
reasonably satisfactory to ▇▇▇▇▇▇ Mae, to ensure that all aspects of the HSA Loans are
serviced in accordance with the Contract and the Guides as amended by this Agreement.
Section 2.4 Delinquent Loan Management
(a) Payment Reminder Statement. Subservicer will send out a payment reminder
statement monthly, in form and substance satisfactory to ▇▇▇▇▇▇ ▇▇▇.
(b) Collection Activities. By the fifth (5th) day of each month,
Subservicer will identify any loans which are delinquent pursuant to the terms of the note. No
collection activity should occur with respect to loans that are contractually current. For every
contractually delinquent loan, Subservicer will make outbound call attempts in a manner designed
below to maximize making Right Party Contact and send out a minimum of one collection statement
per month in which a loan remains past due in an effort to collect the full amount (including
principal, interest and other charges owed by Borrower under the HSA Loan). Any approvals
required in connection with loss mitigation plans or arrangements shall be obtained in accordance
with the Approval Matrix. The Subservicer’s analysis supporting any loss mitigation plan or
arrangement shall be appropriately reflected in the Subservicer’s records.
Outbound Calls
| Name | Description | Metric | ||||
Outbound Call Starts
|
First delinquency day for contact | 5th Business Day/mo | ||||
Outbound Call Attempts
|
# of attempts in 30 day delinquency cycle | 8 | ||||
Section 2.5 Additional Reporting. Subservicer will produce other reports related to the
servicing of the HSA Loans as reasonably requested by ▇▇▇▇▇▇ Mae from time to time. All reports
provided by Subservicer under this Agreement shall be provided in electronic versions, in a readily
readable format, as soon as reasonably practicable.
Section 2.6 Other Responsibilities. Subservicer will, except as otherwise provided in this
Agreement, service the ▇▇▇▇ Loans in accordance with the Guides as amended from time to time.
Subservicer will use servicer number ▇▇▇▇▇-▇▇▇-▇, or such other designated by ▇▇▇▇▇▇ Mae, in
connection with the servicing and reporting of the HSA Loans.
Section 2.7 Escrows. The Subservicer is under no obligation to maintain escrow accounts or
monitor payments with respect to amounts constituting real estate taxes, mortgage insurance
premiums, fire and hazard insurance premiums, and any other similar payments.
Section 2.8 Odd Due Dates. All HSA Loans have scheduled due dates on the first day of each
month.
Section 2.9 Servicing Advances. Subservicer shall have no obligation to make any advances
of principal or interest.
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Section 2.10 Acceptance. If ▇▇▇▇▇▇ ▇▇▇ notifies Subservicer of deficiencies in the
Services, Subservicer shall exercise commercially reasonable efforts to correct such deficiencies
to ▇▇▇▇▇▇ Mae’s reasonable satisfaction within ten (10) business days of receiving written notice
of such deficiencies, ▇▇▇▇▇▇ Mae’s acceptance of Services shall not affect ▇▇▇▇▇▇ Mae’s right to
revoke acceptance because of latent defects nor alter Subservicer’s obligations hereunder.
Section 2.11
Use of Affiliates. With respect to the performance of any service to be
performed by the Subservicer hereunder, the Subservicer may obtain such services from affiliates,
in accordance with Accepted Servicing Practices. Subservicer will utilize NSM Recovery Services,
Inc. (“NSMRSI”) to perform the functions required of the Subservicer under the terms of this
Amendment. However, none of the functions performed by NSMRSI will constitute those functions of a
recovery collections contractor as referenced in Section 2.3 (j). Subservicer shall have full
liability for the act or omissions of its Affiliate.
3. ARTICLE III. COMPENSATION
With regard to the servicing of HSA Loans, Article III of the Agreement is superseded by the
following:
Section 3.1 Compensation to Subservicer
(a) Servicing Fees. ▇▇▇▇▇▇ ▇▇▇ agrees to compensate Subservicer for Services rendered
in the amount and according to the payment schedule described in Exhibit A hereto (“Fee Schedule”)
All amounts due under this Agreement shall be payable in U.S. Dollars, regardless of where Services
are provided.
(b) Expenses. Except for ▇▇▇▇▇▇ Mae Expenses, or as otherwise specified on
Exhibit A hereto, all of Subservicer’s expenses incurred in performing the Services are to be
paid by Subservicer and not reimbursed by ▇▇▇▇▇▇ ▇▇▇. To the extent that Exhibit A specifies that
certain expenses (or categories of expenses) are to be separately reimbursed, ▇▇▇▇▇▇ Mae will
reimburse Subservicer for such expenses to the extent they are reasonable and documented. Any
travel-related expenses which have been authorized in advance by ▇▇▇▇▇▇ ▇▇▇ will be reimbursable in
accordance with ▇▇▇▇▇▇ Mae’s Subservicer expense reimbursement guidelines in effect as of the date
the expenses were incurred, as revised by ▇▇▇▇▇▇ ▇▇▇, from time to time, which are incorporated
herein by reference. There will be no reimbursement for any travel required to correct a problem
with the Services attributable to Subservicer
(c) Invoicing. Subservicer shall provide invoices to ▇▇▇▇▇▇ Mae for fees for
Services and any authorized reimbursable expenses on a monthly basis by e-mail to
“▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇”, or in hard copy form to the following mailing address: Accounts
Payable, 2H-2W/04, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,-▇▇▇▇, in either case with a
copy to “▇▇▇-▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇” (or such other address as ▇▇▇▇▇▇ ▇▇▇ advises Subservicer in
writing). Each invoice shall identify the Contract Number of this Agreement and the applicable
invoice number; shall provide a detailed description of the Services and expenses for which
payments are due; and shall include contact information and such other information as requested by
▇▇▇▇▇▇ Mae to facilitate invoicing and payment. An invoice in a form acceptable to both parties
will be utilized. Invoices shall be payable by Fannie
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Mae forty-five (45) days after receipt of
Subservicer’s invoice that details amounts due hereunder. All amounts due under this Agreement
must be billed in a timely fashion in accordance with the preceding paragraph. ▇▇▇▇▇▇ ▇▇▇ shall
not be required to pay for charges that are not billed within one-hundred and eighty (180) days
after the required billing date.
(d) Billing Disputes. ▇▇▇▇▇▇ Mae shall not be obligated to pay disputed amounts,
unless and until such dispute is resolved in Subservicer’s favor. ▇▇▇▇▇▇ ▇▇▇ shall promptly notify
Subservicer in writing of all disputed amounts within forty-five (45) days of receipt of invoice.
At ▇▇▇▇▇▇ Mae’s option, payments of invoices shall be made by check or by electronic funds transfer
(such as an ACH credit) to Subservicer’s bank account. In the event of an overpayment, Subservicer
agrees to immediately issue a refund to ▇▇▇▇▇▇ ▇▇▇ by means acceptable to both parties. If
payments are made electronically, Subservicer agrees that Subservicer shall receive remittance
notices by electronic mail, only, and will not receive a written remittance notice in the U.S. mail
or otherwise.
Section 3.2 Taxes.
▇▇▇▇▇▇ Mae hereby represents that under Section 309(c) (2) of the Federal National Mortgage
Association Charter Act, 12 U.S.C. §1723a(c) (2), ▇▇▇▇▇▇ ▇▇▇ is exempt from all state and local
taxes, except certain taxes on real property. ▇▇▇▇▇▇ Mae shall not be responsible for any such
taxes paid on its behalf. Subservicer shall not ▇▇▇▇ or charge ▇▇▇▇▇▇ Mae for any such taxes. The
parties agree that Subservicer is solely responsible for all applicable withholding and payment of
taxes (due, chargeable, or assessed) with respect to Subservicer personnel, including (a) Federal
Insurance Contributions (“FICA”) and Federal Unemployment Tax Act (“`FUTA”) taxes; (b) income taxes
for federal, state, and local income tax purposes in the manner required by law; (c) payroll taxes
(regardless of tax jurisdiction); and (d) other taxes, including social security, unemployment,
workers’ compensation, and disability insurance as required by law. Neither party undertakes,
pursuant to his Agreement or otherwise, to perform or discharge any liability or obligation of the
other party, whether regulatory or contractual, or to assume any responsibility whatsoever for the
conduct of the business or operations of the other party.
4. ARTICLE IV. TERM AND TERMINATION
With regard to the servicing of IISA Loans, Article X of the Agreement is superseded by the
following:
Section 4.1 Term.
(a) Initial Term. The initial term of this Agreement shall be from the Effective Date
of this Agreement through December 31, 2012.
(b) Renewal. This Agreement will be automatically extended for successive
twelve (12) month terms unless cancelled by either party by written notice to the other at
least sixty (60) days before the end of a term.
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Section 4.2 Termination.
(a) Termination for Cause. This Agreement may be terminated upon thirty (30) days’
prior written notice by ▇▇▇▇▇▇ ▇▇▇ upon the occurrence of a default under this Agreement by
Subservicer, which breach is not cured within the thirty (30) day period after receipt of such
notice. No Termination Fees or Deboarding Fees shall be due Subservicer for any reason
(b) Termination without Cause. This Agreement may be terminated without cause for any
reason by either party upon sixty (60) days’ prior written notice to the other. Deboarding Fees
for termination without cause by ▇▇▇▇▇▇ Mae shall be set forth on Exhibit A, Fee Schedule. In the
event Subservicer shall terminate this Agreement without cause, Subservicer shall pay the cost of
transferring the Servicing Files and data and information to a servicer designated by ▇▇▇▇▇▇ ▇▇▇.
In the event ▇▇▇▇▇▇ Mae shall terminate this Agreement without cause, ▇▇▇▇▇▇ ▇▇▇ shall pay the
reasonable and necessary pre-approved cost of transferring the Servicing Files and data and
information to a servicer designated by ▇▇▇▇▇▇ Mae which may include the costs set forth in
Transfer Fees on Schedule A.
(c) Termination as to Charge Off/120 Day Delinquent Loans. This Agreement will be
terminated immediately with regard to any Mortgage Loan that is 120 days or more delinquent (“120
Day Delinquent Loan”). Subservicer shall assist ▇▇▇▇▇▇ ▇▇▇ in the transfer of any 120 Day
Delinquent Loan to ▇▇▇▇▇▇ Mae’s recovery vendor, including the delivery of a data file with
account history, within eight (8) business days following the date ▇▇▇▇▇▇ ▇▇▇, at its sole
discretion, requests the transfer of such Charge Off/120 Day Delinquent Loans (which request shall
be no more frequently than monthly). No Termination Fees or Deboarding Fees shall be due
Subservicer with regard to any 120 Day Delinquent Loan except for those fees set forth on Schedule
A, Debo arding and the reasonable and necessary pre-approved costs set forth on Schedule A —
Transfer Expenses.
(d) Post-Termination Obligations.
(i) In the event this Agreement is terminated in whole or in part, the Subservicer agrees to
reasonably cooperate with ▇▇▇▇▇▇ ▇▇▇ and with any party designated as the successor servicer in
transferring the servicing to such successor servicer in accordance with Accepted Servicing
Practices, including sending the transferor’s notice of transfer of servicing or “goodbye letter”
in accordance with the requirements of Applicable Law. ▇▇▇▇▇▇ Mae agrees to cooperate with
Subservicer to provide any required information reasonably necessary to complete an orderly
servicing transfer which shall include a loan schedule in a format reasonably acceptable to ▇▇▇▇▇▇
▇▇▇ no less than twenty (20) days prior to the termination date.
(ii) Within five (5) Business days following the date on which this Agreement is terminated
pursuant to this Section 4.2, the Subservicer shall deliver to the successor servicer any and all
Servicing Files in the possession of the Subservicer. The Subservicer shall provide the successor
servicer with the net suspense funds related to the HSA Loans within five (5) Business Days
following the termination date.
(iii) If Subservicer is named as the holder of record, Subservicer may prepare certain
documents which are necessary to affect the transfer of servicing from Subservicer, including but
not limited to the transfer and endorsement or assignment of the related RSA
10
Loans and related
documents. If applicable, the Subservicer shall cause MERS to designate on the MERS system ▇▇▇▇▇▇
Mae or its designee as the beneficial holder with respect to such HSA Loan. All reasonable
out-of-pocket expenses incurred in connection with any such transfer shall be borne by ▇▇▇▇▇▇ ▇▇▇,
except in the case of termination of this Agreement without cause by Subservicer pursuant to this
Section 4.2 or termination with cause by ▇▇▇▇▇▇ Mae pursuant to this Section 4.2, in which cases
such other reasonable out-of-pocket costs shall be borne by Subservicer. In addition, in the event
of termination of this Agreement without cause by Subservicer pursuant to this Section 4.2 or
termination with cause by ▇▇▇▇▇▇ ▇▇▇ pursuant to Section 4.2, no Termination Fees will be payable
by ▇▇▇▇▇▇ Mae.
(iv) Except as otherwise provided in this Agreement, on the related termination date for each
related HSA Loan this Agreement shall terminate with respect to such HSA Loan. For the avoidance
of doubt, the obligation of ▇▇▇▇▇▇ ▇▇▇ to pay any applicable Termination Fees. Deboarding Fees,
▇▇▇▇▇▇ Mae Expenses, servicing fees and out-of- pocket transfer expenses shall survive removal of
some or all of the HSA Loans from the coverage of this Agreement.
(v) If ▇▇▇▇▇▇ ▇▇▇ does not designate a successor servicer and transfer out the servicing of
the HSA Loans within 120 days of the termination date, Subservicer shall not be required to make
any remittances normally required until such time ▇▇▇▇▇▇ Mae has transferred out the servicing of
the HSA Loans. In such event, such amounts shall remain in the Custodial Account pursuant to the
Guides. For the avoidance of doubt, the Subservicer shall have no obligation to pay ▇▇▇▇▇▇ ▇▇▇
interest on such amounts.
Section 4.3 Survival.
Representations and warranties of the Subservicer that exist before the termination of this
Agreement shall continue to exist after termination unless expressly released by ▇▇▇▇▇▇ Mae in
writing.
5. All terms, conditions, and provisions of the agreement not expressly modified and/or amended by
this amendment shall remain in full force and effect.
[Signature page follows]
11
Signature Page
IN WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this
Agreement to be duly executed in its name by one of its duly authorized officers, all as of the
date first above written.
| ▇▇▇▇▇▇ ▇▇▇ | Nationstar Mortgage LLC | |||||
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||
| Title: Director for Corporate Procurement | Title: EVP | |||||
| Date: 12/12/11 | Date: Dec 6, 2011 | |||||
12
Schedule A
FEE STATEMENT
FEE STATEMENT
Nationstar Loss Recovery Pricing — ▇▇▇▇▇▇ Mae
| Pricing | Description | |||
Base Fees
|
• | Loans less than 30 days delinquent
|
[***] | |
| • | Loans 30-59 days delinquent
|
[***] | ||
| • | Loans 60-119 days delinquent
|
[***] | ||
Boarding Fee
|
• | Boarding fee to Transfer to Nationstar
Servicing System (up front payment
not required; paid out of monthly
collections)
|
[***] | |
De-Boarding Fee
|
• | Applicable to accounts transferred prior to ▇▇▇▇▇▇ ▇▇▇ third party charge off vendor, and applicable to accounts De-boarded in conjunction with Termination without Cause by ▇▇▇▇▇▇ Mae. | Deboarding fee is greater of [***] per asset or [***] | |
Transfer Expenses
|
• | All MERS expense, custodial expense, and any other third party transfer expense not otherwise reimbursable to Subservicer, in the event that loan is either de-boarded in conjunction with a transfer to a Fannie Mane third party charge-off vendor, or in conjunction with Termination without Cause by ▇▇▇▇▇▇ Mae. | Expense reimbursable to Subservicer for actual costs. | |
Collections/Loss Mitigation Incentives: |
For Accounts Prior to Charge-Off (Less than 120 days dq) | Incentive fee | ||
Reinstatement via lump-sum or repayment plan |
• | Full reinstatement of all past due amounts as a result of collections, loss mitigation or other negotiation methods | [***] | |
Paid in full
|
• | Pay-off of all amounts due under the then existing note terms as a result of collections, loss mitigation or other negotiation methods | [***] | |
Short pay-offs / Settlement |
• | Receipt of funds pursuant to client
approved settlement plan
|
[***] for balances > =[***]; [***] for balances < [***] |
*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking.
Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.
13
Exhibit B
APPROVAL MATRIX
APPROVAL MATRIX
Negotiation at Contact: Upon establishing contact, Servicer will use the following payment
hierarchy to collect:
| Payment | Delinquency | ▇▇▇▇▇▇ ▇▇▇ Approval | ||||||
| # | Hierarchy | Parameter | Nationstar Delegated Authority | Required | ||||
1
|
Payoff | Any | Yes | N/A | ||||
2
|
Repayment Plan | Any | Yes — must be a plan ≤ 4 months in duration | No plans > 4 months allowed |
||||
▇
|
▇▇▇▇▇ ▇▇▇▇▇▇ / ▇▇▇▇▇▇▇▇▇▇ |
≥ 90 Days | Settlement of ≥ 80% of
outstanding unpaid principal
balance If not a lump sum payoff, payment plans of ≤ 6 months in duration |
Settlement of ≥ 70%
and < 80% of
outstanding unpaid
principal balance If not a lump sum payoff, payment plans of > 6 months in duration |
▇▇
▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ TO BE SERVICED BY SUBSERVICER
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ TO BE SERVICED BY SUBSERVICER
Hawaii
Illinois
Indiana
Massachusetts
Maine
Michigan
Minnesota
North Dakota
Nebraska
New Jersey
New Mexico
Nevada
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
West Virginia
Illinois
Indiana
Massachusetts
Maine
Michigan
Minnesota
North Dakota
Nebraska
New Jersey
New Mexico
Nevada
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
West Virginia
Puerto Rico [pending confirmation]
Virgin Islands [pending confirmation]
Virgin Islands [pending confirmation]