SUBSERVICING SUPPLEMENT dated as of March 13, 2013 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLC
Exhibit 10.2
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 |
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.
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.
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/ Xxxxx Xxxxxx | |||
|
| ||||
| Name: | Xxxxx Xxxxxx | |||
| Title: | CFO | |||
| OCWEN LOAN SERVICING, LLC | ||||
| By: | Ocwen Mortgage Servicing, Inc., as its sole member | |||
| By: | /s/ Xxxxxx Xxxxx | |||
|
| ||||
| Name: | Xxxxxx Xxxxx | |||
| 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 |
Xxxxxxxxxx 2006-OPT1 | |
| 448 |
Xxxxxxx Xxxxx 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 | |
| 000 |
XXXX Xxxxxxxxxx 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 0000-XXX0 | |
| 000 |
Xxxxxxxx XXXX Series 2006-OP1 | |
| 422 |
Soundview 2006-OPT1 | |
| 428 |
ABSC 2006-HE3 | |
| 437 |
Soundview 2006-OPT4 | |
| 442 |
ABSC 2006-HE5 | |
| 670 |
Option One Xxxxxxxxxx 0000-0 | |
Xxx I-2
| 685 |
MASTR 2002-OPT1 (UBS Security) | |
| 688 |
UBS—MASTR 2003-OPT1 | |
| 689 |
OOMC Woodbridge 2003-1 | |
| 692 |
MASTR Series 2003-OPT2 | |
| 000 |
XXXX Xxxxxxxxxx Series 2003-2 | |
| 258 |
ACE Series2003-OP1 | |
| 267 |
ACE 2004-OP1 STEP SERV FEE | |
| 380 |
OOMLT 2005-3 | |
| 387 |
Xxxxxx SASCO 2005-S5 | |
| 397 |
OOMLT 2005-4 | |
| 399 |
NHELI 2005-HE1 | |
| 401 |
OOMLT 2005-5 | |
| 402 |
SGMS 2005-OPT1 | |
| 405 |
Xxxxxx SASCO 2005-OPT1 | |
| 412 |
OOMLT 2006-1 | |
| 416 |
HSBC HASCO 2006-OPT1 | |
| 420 |
HSBC HASCO 2006-OPT2 | |
| 425 |
HSBC HASCO 2006-OPT3 | |
| 430 |
Xxxxxx SASCO 2006-OPT1 | |
| 432 |
HSBC HASCO 2006-OPT4 | |
| 434 |
ACE 2006-OP1 | |
| 441 |
OOMC Loan Trust Series 2006-2 | |
| 446 |
Xxxxxx 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 |
Xxxxxx SASCO 2006-BC6 | |
| 565 |
OOMLT 2007-01- Dual Cutoff | |
| 000 |
XXXX XXXXX 0000-XXX0 | |
| 568 |
Xxxxxx SASCO 2007-BC1 | |
| 569 |
OOMC Loan Trust Series 2007-CP1 | |
| 571 |
OOMC Loan Trust Series 2007-2 | |
| 573 |
Xxxxxxx Xxxxx 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 |
Xxxxxx Xxxxxxx 2002-OP1 | |
| 254 |
ABSC Series 2003-HE6 | |
| 257 |
Xxxxxxx Xxxxx 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
