Common use of Accounting, Reporting and Remittances Clause in Contracts

Accounting, Reporting and Remittances. Subject to Applicable Requirements, including without limitation the applicable Servicing Agreement: (a) On the applicable Remittance Date, the Seller shall remit to each Investor all principal, interest and any other amounts due to such Investor. (b) The Seller shall prepare and submit all reports to Investors as required by the applicable Servicing Agreement and make such reports available concurrently to Purchasers. The Seller shall maintain an online portal accessible to the general public, to which it will post publically available data within the timeframes and containing the information, in each case, consistent with its practices prior to the Effective Date. (c) The Seller shall provide the Purchasers with the daily and monthly servicing reports in accordance with the timing set forth in Exhibit E-1 or otherwise required under this Addendum. The monthly servicing reports shall be delivered no later than the Reporting Date, unless otherwise set forth in Exhibit E-1 or agreed by the parties. Such reports shall be delivered electronically in a manner acceptable to the Purchasers or made accessible to the Purchasers on the Seller’s reporting website (as described in Section 2.11(c)) and shall be in a format substantially in the forms attached to Exhibit E-2 (each, a “Formatted Servicing Report”), as applicable, or in such other format mutually agreed by the parties. In addition, upon request, the Seller shall provide the Purchasers with a loan-level download (in a format reasonably requested by Holdings) of servicing system collection comments within fifteen (15) calendar days of such request for up to [***] Mortgage Loans per quarter, or such longer period of time as the parties reasonably agree for more than 500 Mortgage Loans per quarter, unless the volume of loans requires a longer time period as determined in good faith by Seller in which case parties shall agree upon a reasonable timeframe to provide such comments. The Seller also shall cooperate in good faith with Holdings to provide any additional reports or data as may be reasonably requested from time to time, including but not limited to any Purchaser Regulatory Report subject to the process set forth in Section 2.3, it being understood that to the extent such a report is delivered to an NRZ O/S Entity under an NRZ Subservicing Agreement, such report shall be deemed to have been delivered hereunder. (d) The Seller shall provide the Purchasers in an electronic format, with a month end collection and delinquency report set forth in the related Formatted Servicing Report identifying on a loan-level basis the status of any Delinquent Mortgage Loans, and any Loss Mitigation efforts, including, but not limited to, loan modifications and forbearances, it being understood that Seller may deliver a combined report covering Mortgage Loans serviced hereunder and Mortgage Loans subserviced under any NRZ Subservicing Agreement and that delivery of such report to the applicable NRZ O/S Entity in accordance with the related NRZ Subservicing Agreement shall be deemed to constitute delivery hereunder. Loan-level monthly reports shall be properly coded by the Seller to identify Mortgage Loans affected by Loss Mitigation efforts or other changes in payment terms and such reports shall reflect such pending payment terms. (e) The Seller shall provide, at the timing set forth in Exhibit E-1, the Mortgagor Litigation Reports as set forth in the related Formatted Servicing Report summarizing current litigation, foreclosure and bankruptcy activity with respect to any of the Mortgage Loans. In addition, the Seller shall provide at the timing set forth in Exhibit E, a report relating to the oversight of foreclosure and bankruptcy attorneys in a form to be reasonably agreed upon by the Seller and Holdings. The Seller’s monthly reporting shall include updates regarding the status of any known litigation, including matters resolved and new matters and associated costs and expenses and upon reasonable request, the Seller shall promptly provide to Holdings copies of all notices, pleadings and subpoenas regarding any such known litigation relating to a Mortgage Loan. The Seller and Holdings hereby agree that such report will include the following information: [***]. To the extent that any reports relating to the matters in this Section 2.8(e) are delivered by Seller to an NRZ O/S Entity under an NRZ Subservicing Agreement, Seller may deliver combined reports covering Mortgage Loans subserviced under such NRZ Subservicing Agreement and under this Addendum, and delivery of such reports to such NRZ O/S Entity shall be deemed to constitute delivery of such reports hereunder. The Seller and Holdings may agree to additional reporting, on an as-needed basis, for specific individual litigation proceedings pursuant to Section 2.3(b). The Seller shall cooperate in good faith with any requests or instructions from Holdings regarding such litigation and related proceedings, and Holdings shall coordinate with each NRZ O/S Entity to the extent such requests relate to similar requests or instructions by such NRZ O/S Entity under the related NRZ Subservicing Agreement. (f) On each Business Day, no later than two (2) Business Days after receipt thereof, the Seller shall remit to or at the direction of (i) MSR-EBO, an amount equal to the Excess Servicing Fees and (ii) Holdings an amount equal to Holdings Economics, in each case, pursuant to Section 4.1; provided, however, the Seller shall promptly notify the Purchasers of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Seller shall provide the Purchasers with the Reconciliation Report (as defined in Section 4.1) to confirm and reconcile the calculation of Holdings Economics, Excess Servicing Fees and the Seller Economics each month, including the appropriate breakdown and support of the various components of the daily Holdings Economics, daily Excess Servicing Fees and monthly Holdings Economics and Seller Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Holdings, MSR-EBO and to the Seller. Unless separate reporting is requested by the Purchasers, Seller may combine any such reporting with the reporting provided to the NRZ O/S Entities under Section 2.8(f) of the NRZ Subservicing Agreements and delivery of such reporting under the NRZ Subservicing Agreements shall be deemed to constitute deliver hereunder. (g) The Seller shall promptly deliver to Holdings any notice received by the Seller from an Investor that instructs the Seller to transfer servicing of any Mortgage Loan. Holdings and the Seller agree to work with such Investor and each other in good faith to resolve such matter. (h) Except as otherwise required by Applicable Requirements, all Float Benefit shall be payable to Holdings, which amounts shall be included in the calculation of Holdings Economics in accordance with Section 4.1. Holdings shall be responsible for interest payments to Mortgagors, and Seller shall invoice such net amount as a Holdings Expense in accordance with Section 4.1. Holdings shall be responsible for all fees and charges associated with establishing and maintaining any Custodial Account or Escrow Account. (i) Subject to the Seller’s obligations set forth in Section 2.13(d), Holdings shall pay the amount necessary to cover any Compensating Interest, which amount will be invoiced as a Holdings Expense. Following receipt of such invoice, Holdings shall notify the Seller of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation of Holdings Expense until resolved in a mutually acceptable fashion pursuant to Section 4.3. (j) [Reserved.] (k) The Seller shall cause an independent certified public accountant selected and employed by it to provide the Purchasers not later than March 15th (or such earlier date required under the applicable Servicing Agreement) of each calendar year to furnish a statement to the effect that such firm has examined certain documents and records relating to the servicing of assets similar in nature to the Mortgage Loans and that such firm is of the opinion that the provisions of this Addendum or similar agreements have been complied with, and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. To the extent such statement has been provided to an NRZ O/S Entity pursuant to an NRZ Servicing Agreement, such statement shall be deemed to have been provided hereunder. (l) In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Corporate Parent or the Seller’s servicing of any of the Mortgage Loans, the Seller shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to Holdings and as otherwise required under Applicable Requirements it being understood that to the extent such reports are provided to an NRZ O/S Entity under an NRZ Subservicing Agreement, such reports shall be deemed to be provided hereunder. (m) The Seller shall promptly notify Holdings if it becomes aware of any repurchase claim that would result in a Loss to any Purchaser by the applicable Investor with respect to any Mortgage Loan and shall cooperate with any reasonable requests of Holdings for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to Holdings or its designee with respect to such repurchase transaction.

Appears in 2 contracts

Samples: New RMSR Agreement (Ocwen Financial Corp), New RMSR Agreement (New Residential Investment Corp.)

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Accounting, Reporting and Remittances. Subject to Applicable Requirements, including without limitation the applicable Servicing Agreement: (a) On the applicable Remittance Date, the Seller Subservicer shall remit to each Investor all principal, interest and any other amounts due to such InvestorInvestor by Owner/Servicer. (b) The Seller Subservicer shall prepare and submit all reports to Investors as required by the applicable Servicing Agreement and make such reports available concurrently to PurchasersOwner/Servicer. The Seller Subservicer shall maintain an online portal accessible to the general public, to which it will post publically available data within the timeframes and containing the information, in each case, consistent with its practices prior to the Effective Date. (c) The Seller Subservicer shall provide the Purchasers Owner/Servicer with the daily and monthly servicing reports in accordance with the timing set forth in Exhibit E-1 or otherwise required under this AddendumAgreement, it being understood that Subservicer may deliver a combined report covering Mortgage Loans serviced hereunder and Mortgage Loans subserviced under the NRM PLS Subservicing Agreement. The monthly servicing reports shall be delivered no later than the Reporting Date, unless otherwise set forth in Exhibit E-1 or agreed by the parties. Such reports shall be delivered electronically in a manner acceptable to the Purchasers Owner/Servicer or made accessible to the Purchasers Owner/Servicer on the SellerSubservicer’s reporting website (as described in Section 2.11(c)) and shall be in a format substantially in the forms attached to Exhibit E-2 (each, a “Formatted Servicing Report”), as applicable, or in such other format mutually agreed by the parties. In addition, upon request, the Seller Subservicer shall provide the Purchasers Owner/Servicer with a loan-level download (in a format reasonably requested by Holdingsthe Owner/Servicer) of servicing system collection comments within fifteen (15) calendar days of such request for up to [***] Mortgage Loans per quarter, or such longer period of time as the parties reasonably agree for more than 500 [***] Mortgage Loans per quarter, unless the volume of loans requires a longer time period as determined in good faith by Seller Subservicer in which case parties shall agree upon a reasonable timeframe to provide such comments. The Seller Subservicer also shall cooperate in good faith with Holdings the Owner/Servicer to provide any additional reports or data as may be reasonably requested from time to time, including but not limited to any Purchaser Owner/Servicer Regulatory Report subject to the process set forth in Section 2.3, it being understood that to the extent such a report is delivered to an NRZ O/S Entity under an NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such report shall be deemed to have been delivered hereunder. (d) The Seller Subservicer shall provide the Purchasers Owner/Servicer in an electronic format, with a month end collection and delinquency report set forth in the related Formatted Servicing Report identifying on a loan-level basis the status of any Delinquent Mortgage Loans, and any Loss Mitigation efforts, including, but not limited to, loan modifications and forbearances, it being understood that Seller Subservicer may deliver a combined report covering Mortgage Loans serviced hereunder and Mortgage Loans subserviced under any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement and that delivery of such report to the applicable NRZ O/S Entity in accordance with the related NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement shall be deemed to constitute delivery hereunder. Loan-level monthly reports shall be properly coded by the Seller Subservicer to identify Mortgage Loans affected by Loss Mitigation efforts or other changes in payment terms and such reports shall reflect such pending payment terms. In the event a Governmental Authority or an Investor requests a report or delivery of data or information, the Subservicer and the Owner/Servicer shall follow the process set forth in Section 2.3. (e) The Seller Subservicer shall provide, at the timing set forth in Exhibit E-1, the Mortgagor Litigation Reports as set forth in the related Formatted Servicing Report summarizing current litigation, foreclosure and bankruptcy activity with respect to any of the Mortgage Loans. In addition, the Seller Subservicer shall provide at the timing set forth in Exhibit E, a report relating to the oversight of foreclosure and bankruptcy attorneys in a form to be reasonably agreed upon by the Seller and Holdingsparties. The SellerSubservicer’s monthly reporting shall include updates regarding the status of any known litigation, including matters resolved and new matters and associated costs and expenses and upon reasonable request, the Seller Subservicer shall promptly provide to Holdings the Owner/Servicer copies of all notices, pleadings and subpoenas regarding any such known litigation relating to a Mortgage Loan. The Seller and Holdings parties hereby agree that such report will include the following information: [***]. To the extent that any reports relating to the matters in this Section 2.8(e) are delivered by Seller Subservicer to an NRZ O/S Entity under an NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, Seller Subservicer may deliver combined reports covering Mortgage Loans subserviced under such NRZ Servicing/Subservicing Agreement, the NRM Agency Subservicing Agreement and under this AddendumAgreement, and delivery of such reports to such NRZ O/S Entity shall be deemed to constitute delivery of such reports hereunder. The Seller parties agree that Subservicer may deliver a combined report with the reporting required hereunder and Holdings the reporting required to be provided to Owner/Servicer under Section 2.8(e) of the NRM PLS Subservicing Agreement. The parties may agree to additional reporting, on an as-needed basis, for specific individual litigation proceedings pursuant to Section 2.3(b). The Seller Subservicer shall cooperate in good faith with any requests or instructions from Holdings the Owner/Servicer regarding such litigation and related proceedings, and Holdings Owner/Servicer shall coordinate with each NRZ O/S Entity to the extent such requests relate to similar requests or instructions by such NRZ O/S Entity under the related NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement. (f) On each Business Day, no later than two (2) Business Days after receipt thereof, the Seller Subservicer shall remit to or at the direction of (i) MSR-EBO, an amount equal Owner/Servicer the applicable Owner/Servicer Economics with respect to the Excess Servicing Fees and (ii) Holdings an amount equal to Holdings Economics, in each case, Mortgage Loans pursuant to Section 4.1; provided, however, the Seller Subservicer shall promptly notify the Purchasers Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Seller Subservicer shall provide the Purchasers Owner/Servicer with the Reconciliation Report (as defined in Section 4.1) to confirm and reconcile the calculation of Holdings Economics, Excess Servicing Fees the Owner/Servicer Economics and the Seller Subservicer Economics each month, including the appropriate breakdown and support of the various components of the daily Holdings Economics, daily Excess Servicing Fees Owner/Servicer Economics and monthly Holdings Owner/Servicer Economics and Seller Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Holdings, MSR-EBO the Owner/Servicer and to the SellerSubservicer. Unless separate reporting is requested by the PurchasersOwner/Servicer, Seller Subservicer may combine any such reporting with the reporting provided to the NRZ O/S Entities under Section 2.8(f) of the NRZ Servicing/Subservicing Agreements or the NRM Agency Subservicing Agreement and delivery of such reporting under the NRZ Servicing/Subservicing Agreements or the NRM Agency Subservicing Agreement shall be deemed to constitute deliver hereunder. (g) The Seller Subservicer shall promptly deliver to Holdings the Owner/Servicer any notice received by the Seller Subservicer from an Investor that instructs the Seller Subservicer to transfer servicing of any Mortgage Loan. Holdings In the event of a conflict between the Investor instructions and instructions by the Owner/Servicer, the Owner/Servicer and the Seller Subservicer agree to work with such Investor and each other in good faith to resolve such matterthe conflict. (h) Except as otherwise required by Applicable Requirements, all Float Benefit shall be payable to Holdingsthe Owner/Servicer, which amounts shall be included in the calculation of Holdings the Owner/Servicer Economics in accordance with Section 4.1. Holdings The Owner/Servicer shall be responsible for interest payments to Mortgagors, and Seller Subservicer shall invoice such net amount as a Holdings an Owner/Servicer Expense in accordance with Section 4.1. Holdings The Owner/Servicer shall be responsible for all fees and charges associated with establishing and maintaining any Custodial Account or Escrow Account. (i) Subject to the SellerSubservicer’s obligations set forth in Section 2.13(d), Holdings the Owner/Servicer shall pay the amount necessary to cover any Compensating Interest, which amount will be invoiced as a Holdings an Owner/Servicer Expense. Following receipt of such invoice, Holdings the Owner/Servicer shall notify the Seller Subservicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation of Holdings Owner/Servicer Expense until resolved in a mutually acceptable fashion pursuant to Section 4.3. (j) [Reserved.] (k) The Seller Subservicer shall cause an independent certified public accountant selected and employed by it to provide the Purchasers Owner/Servicer not later than March 15th (or such earlier date required under the applicable Servicing Agreement) of each calendar year to furnish a statement to the effect that such firm has examined certain documents and records relating to the servicing of assets similar in nature to the Mortgage Loans and that such firm is of the opinion that the provisions of this Addendum Agreement or similar agreements have been complied with, and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. To The parties agree that Subservicer may combine any such accountant statement with the extent such statement has been similar accountant statements to be provided to an any NRZ O/S Entity pursuant to an under any NRZ Servicing Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, and that delivery of such combined statement shall be deemed to have been provided hereunder. (l) In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Corporate Parent or the SellerSubservicer’s servicing of any of the Mortgage Loans, the Seller Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to Holdings the Owner/Servicer and as otherwise required under Applicable Requirements Requirements, it being understood that to the extent such reports are provided to an NRZ O/S Entity under an NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such reports shall be deemed to be provided hereunder. (m) The Seller Subservicer shall promptly notify Holdings the Owner/Servicer if it becomes aware of any repurchase claim against the Owner/Servicer or that would result in a Loss to any Purchaser Owner/Servicer by the applicable Investor with respect to any Mortgage Loan and shall cooperate with any reasonable requests of Holdings the Owner/Servicer for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to Holdings the Owner/Servicer or its designee with respect to such repurchase transaction.

Appears in 2 contracts

Samples: Subservicing Agreement (Ocwen Financial Corp), Subservicing Agreement (New Residential Investment Corp.)

Accounting, Reporting and Remittances. Subject to Applicable Requirements, including without limitation the applicable Servicing Agreement: (a) On the applicable Remittance Date, the Seller Subservicer shall remit to each Investor all principal, interest and any other amounts due to such InvestorInvestor by Owner/Servicer. (b) The Seller Subservicer shall prepare and submit all reports to Investors as required by the applicable Servicing Agreement and make such reports available concurrently to PurchasersOwner/Servicer. The Seller Subservicer shall maintain an online portal accessible to the general public, to which it will post publically available data within the timeframes and containing the information, in each case, consistent with its practices prior to the Effective Date. (c) The Seller Subservicer shall provide the Purchasers Owner/Servicer with the daily and monthly servicing reports in accordance with the timing set forth in Exhibit E-1 or otherwise required under this AddendumAgreement. The monthly servicing reports shall be delivered no later than the Reporting Date, unless otherwise set forth in Exhibit E-1 or agreed by the parties. Such reports shall be delivered electronically in a manner acceptable to the Purchasers Owner/Servicer or made accessible to the Purchasers Owner/Servicer on the SellerSubservicer’s reporting website (as described in Section 2.11(c)) and shall be in a format substantially in the forms attached to Exhibit E-2 (each, a “Formatted Servicing Report”), as applicable, or in such other format mutually agreed by the parties. In addition, upon request, the Seller Subservicer shall provide the Purchasers Owner/Servicer with a loan-level download (in a format reasonably requested by Holdingsthe Owner/Servicer) of servicing system collection comments within fifteen (15) calendar days of such request for up to [***] Mortgage Loans per quarter, or such longer period of time as the parties reasonably agree for more than 500 [***] Mortgage Loans per quarter, unless the volume of loans requires a longer time period as determined in good faith by Seller Subservicer in which case parties shall agree upon a reasonable timeframe to provide such comments. The Seller Subservicer also shall cooperate in good faith with Holdings the Owner/Servicer to provide any additional reports or data as may be reasonably requested from time to time, including but not limited to any Purchaser Owner/Servicer Regulatory Report subject to the process set forth in Section 2.3, it being understood that to the extent such a report is delivered to an NRZ O/S Entity under an NRZ Subservicing Agreement, such report shall be deemed to have been delivered hereunder. (d) The Seller Subservicer shall provide the Purchasers Owner/Servicer in an electronic format, with a month end collection and delinquency report set forth in in the related Formatted Servicing Report identifying on a loan-level basis the status of any Delinquent Mortgage Loans, and any Loss Mitigation efforts, including, but not limited to, loan modifications and forbearances, it being understood that Seller may deliver a combined report covering Mortgage Loans serviced hereunder and Mortgage Loans subserviced under any NRZ Subservicing Agreement and that delivery of such report to the applicable NRZ O/S Entity in accordance with the related NRZ Subservicing Agreement shall be deemed to constitute delivery hereunder. Loan-level monthly reports shall be properly coded by the Seller Subservicer to identify Mortgage Loans affected by Loss Mitigation efforts or other changes in payment terms and such reports shall reflect such pending payment terms. In the event a Governmental Authority or an Investor requests a report or delivery of data or information, the Subservicer and the Owner/Servicer shall follow the process set forth in Section 2.3. (e) The Seller Subservicer shall provide, at the timing set forth in Exhibit E-1, the Mortgagor Litigation Reports as set forth in in the related Formatted Servicing Report summarizing current litigation, foreclosure and bankruptcy activity with respect to any of the Mortgage Loans. In addition, the Seller Subservicer shall provide at the timing set forth in Exhibit E, a report relating to the oversight of foreclosure and bankruptcy attorneys in a form to be reasonably agreed upon by the Seller and Holdingsparties. The SellerSubservicer’s monthly reporting shall include updates regarding the status of any known litigation, including matters resolved and new matters and associated costs and expenses and upon reasonable request, the Seller Subservicer shall promptly provide to Holdings the Owner/Servicer copies of all notices, pleadings and subpoenas regarding any such known litigation relating to a Mortgage Loan. The Seller and Holdings parties hereby agree that such report will include the following information: [***]. To the extent that any reports relating to the matters in this Section 2.8(e) are delivered by Seller to an NRZ O/S Entity under an NRZ Subservicing Agreement, Seller may deliver combined reports covering Mortgage Loans subserviced under such NRZ Subservicing Agreement and under this Addendum, and delivery of such reports to such NRZ O/S Entity shall be deemed to constitute delivery of such reports hereunder. The Seller and Holdings parties may agree to additional reporting, on an as-needed basis, for specific individual litigation proceedings pursuant to Section 2.3(b). The Seller Subservicer shall cooperate in good faith with any requests or instructions from Holdings the Owner/Servicer regarding such litigation and related proceedings, and Holdings shall coordinate with each NRZ O/S Entity to the extent such requests relate to similar requests or instructions by such NRZ O/S Entity under the related NRZ Subservicing Agreement. (f) On each Business Day, no later than two (2) Business Days after receipt thereof, the Seller Subservicer shall remit to or at the direction of (i) MSR-EBO, an amount equal Owner/Servicer the applicable Owner/Servicer Economics with respect to the Excess Servicing Fees and (ii) Holdings an amount equal to Holdings Economics, in each case, Mortgage Loans pursuant to Section 4.1; provided, however, the Seller Subservicer shall promptly notify the Purchasers Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Seller Subservicer shall provide the Purchasers Owner/Servicer with the Reconciliation Report (as defined in Section 4.1) to confirm and reconcile the calculation of Holdings Economics, Excess Servicing Fees the Owner/Servicer Economics and the Seller Subservicer Economics each month, including the appropriate breakdown and support of the various components of the daily Holdings Economics, daily Excess Servicing Fees Owner/Servicer Economics and monthly Holdings Owner/Servicer Economics and Seller Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Holdings, MSR-EBO the Owner/Servicer and to the Seller. Unless separate reporting is requested by the Purchasers, Seller may combine any such reporting with the reporting provided to the NRZ O/S Entities under Section 2.8(f) of the NRZ Subservicing Agreements and delivery of such reporting under the NRZ Subservicing Agreements shall be deemed to constitute deliver hereunderSubservicer. (g) The Seller Subservicer shall promptly deliver to Holdings the Owner/Servicer any notice received by the Seller Subservicer from an Investor that instructs the Seller Subservicer to transfer servicing of any Mortgage Loan. Holdings In the event of a conflict between the Investor instructions and instructions by the Owner/Servicer, the Owner/Servicer and the Seller Subservicer agree to work with such Investor and each other in good faith to resolve such matterthe conflict. (h) Except as otherwise required by Applicable Requirements, all Float Benefit shall be payable to Holdingsthe Owner/Servicer, which amounts shall be included in the calculation of Holdings the Owner/Servicer Economics in accordance with Section 4.1. Holdings The Owner/Servicer shall be responsible for interest payments to Mortgagors, and Seller Subservicer shall invoice such net amount as a Holdings an Owner/Servicer Expense in accordance with Section 4.1. Holdings The Owner/ Servicer shall be responsible for all fees and charges associated with establishing and maintaining any Custodial Account or Escrow Account. (i) Subject to the Seller’s Subservicer's obligations set forth in Section 2.13(d), Holdings the Owner/Servicer shall pay the amount necessary to cover any Compensating Interest, which amount will be invoiced as a Holdings an Owner/Servicer Expense. Following receipt of such invoice, Holdings the Owner/Servicer shall notify the Seller Subservicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation of Holdings Owner/Servicer Expense until resolved in a mutually acceptable fashion pursuant to Section 4.3. (j) [Reserved.] (k) The Seller Subservicer shall cause an independent certified public accountant selected and employed by it to provide the Purchasers Owner/Servicer not later than March 15th (or such earlier date required under the applicable Servicing Agreement) of each calendar year to furnish a statement to the effect that such firm has examined certain documents and records relating to the servicing of assets similar in nature to the Mortgage Loans and that such firm is of the opinion that the provisions of this Addendum Agreement or similar agreements have been complied with, and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. To the extent such statement has been provided to an NRZ O/S Entity pursuant to an NRZ Servicing Agreement, such statement shall be deemed to have been provided hereunder. (l) In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Corporate Subservicer Parent or the SellerSubservicer’s servicing of any of the Mortgage Loans, the Seller Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to Holdings the Owner/Servicer and as otherwise required under Applicable Requirements it being understood that to the extent such reports are provided to an NRZ O/S Entity under an NRZ Subservicing Agreement, such reports shall be deemed to be provided hereunderRequirements. (m) The Seller Subservicer shall promptly notify Holdings the Owner/Servicer if it becomes aware of any repurchase claim against the Owner/Servicer or that would result in a Loss to any Purchaser Owner/Servicer by the applicable Investor with respect to any Mortgage Loan and shall cooperate with any reasonable requests of Holdings the Owner/Servicer for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to Holdings the Owner/Servicer or its designee with respect to such repurchase transaction.

Appears in 1 contract

Samples: Subservicing Agreement (New Residential Investment Corp.)

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Accounting, Reporting and Remittances. Subject to Applicable Requirements, including without limitation the applicable Servicing Agreement: (a) On the applicable Remittance Date, the Seller Subservicer shall remit to each Investor all principal, interest and any other amounts due to such InvestorInvestor by Owner/Servicer. (b) The Seller Subservicer shall prepare and submit all reports to Investors as required by the applicable Servicing Agreement and make such reports available concurrently to PurchasersOwner/Servicer. The Seller Subservicer shall maintain an online portal accessible to the general public, to which it will post publically available data within the timeframes and containing the information, in each case, consistent with its practices prior to the Effective Date. (c) The Seller Subservicer shall provide the Purchasers Owner/Servicer with the daily and monthly servicing reports in accordance with the timing set forth in Exhibit E-1 or otherwise required under this AddendumAgreement. The monthly servicing reports shall be delivered no later than the Reporting Date, unless otherwise set forth in Exhibit E-1 or agreed by the parties. Such reports shall be delivered electronically in a manner acceptable to the Purchasers Owner/Servicer or made accessible to the Purchasers Owner/Servicer on the SellerSubservicer’s reporting website (as described in Section 2.11(c)) and shall be in a format substantially in the forms attached to Exhibit E-2 (each, a “Formatted Servicing Report”), as applicable, or in such other format mutually agreed by the parties. In addition, upon request, the Seller Subservicer shall provide the Purchasers Owner/Servicer with a loan-level download (in a format reasonably requested by Holdingsthe Owner/Servicer) of servicing system collection comments within fifteen (15) calendar days of such request for up to [***] * Mortgage Loans per quarter, or such longer period of time as the parties reasonably agree for more than 500 *** Mortgage Loans per quarter, unless the volume of loans requires a longer time period as determined in good faith by Seller Subservicer in which case parties shall agree upon a reasonable timeframe to provide such comments. The Seller Subservicer also shall cooperate in good faith with Holdings the Owner/Servicer to provide any additional reports or data as may be reasonably requested from time to time, including but not limited to any Purchaser Owner/Servicer Regulatory Report subject to the process set forth in Section 2.3, it being understood that to the extent such a report is delivered to an NRZ O/S Entity under an NRZ Subservicing Agreement, such report shall be deemed to have been delivered hereunder. (d) The Seller Subservicer shall provide the Purchasers Owner/Servicer in an electronic format, with a month end collection and delinquency report set forth in in the related Formatted Servicing Report identifying on a loan-level basis the status of any Delinquent Mortgage Loans, and any Loss Mitigation efforts, including, but not limited to, loan modifications and forbearances, it being understood that Seller may deliver a combined report covering Mortgage Loans serviced hereunder and Mortgage Loans subserviced under any NRZ Subservicing Agreement and that delivery of such report to the applicable NRZ O/S Entity in accordance with the related NRZ Subservicing Agreement shall be deemed to constitute delivery hereunder. Loan-level monthly reports shall be properly coded by the Seller Subservicer to identify Mortgage Loans affected by Loss Mitigation efforts or other changes in payment terms and such reports shall reflect such pending payment terms. In the event a Governmental Authority or an Investor requests a report or delivery of data or information, the Subservicer and the Owner/Servicer shall follow the process set forth in Section 2.3. (e) The Seller Subservicer shall provide, at the timing set forth in Exhibit E-1, the Mortgagor Litigation Reports as set forth in in the related Formatted Servicing Report summarizing current litigation, foreclosure and bankruptcy activity with respect to any of the Mortgage Loans. In addition, the Seller Subservicer shall provide at the timing set forth in Exhibit E, a report relating to the oversight of foreclosure and bankruptcy attorneys in a form to be reasonably agreed upon by the Seller and Holdingsparties. The SellerSubservicer’s monthly reporting shall include updates regarding the status of any known litigation, including matters resolved and new matters and associated costs and expenses and upon reasonable request, the Seller Subservicer shall promptly provide to Holdings the Owner/Servicer copies of all notices, pleadings and subpoenas regarding any such known litigation relating to a Mortgage Loan. The Seller and Holdings parties hereby agree that such report will include the following information: [***]. To the extent that any reports relating to the matters in this Section 2.8(e) are delivered by Seller to an NRZ O/S Entity under an NRZ Subservicing Agreement, Seller may deliver combined reports covering Mortgage Loans subserviced under such NRZ Subservicing Agreement and under this Addendum, and delivery of such reports to such NRZ O/S Entity shall be deemed to constitute delivery of such reports hereunder. The Seller and Holdings parties may agree to additional reporting, on an as-needed basis, for specific individual litigation proceedings pursuant to Section 2.3(b). The Seller Subservicer shall cooperate in good faith with any requests or instructions from Holdings the Owner/Servicer regarding such litigation and related proceedings, and Holdings shall coordinate with each NRZ O/S Entity to the extent such requests relate to similar requests or instructions by such NRZ O/S Entity under the related NRZ Subservicing Agreement. (f) On each Business Day, no later than two (2) Business Days after receipt thereof, the Seller Subservicer shall remit to or at the direction of (i) MSR-EBO, an amount equal Owner/Servicer the applicable Owner/Servicer Economics with respect to the Excess Servicing Fees and (ii) Holdings an amount equal to Holdings Economics, in each case, Mortgage Loans pursuant to Section 4.1; provided, however, the Seller Subservicer shall promptly notify the Purchasers Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3. The Seller Subservicer shall provide the Purchasers Owner/Servicer with the Reconciliation Report (as defined in Section 4.1) to confirm and reconcile the calculation of Holdings Economics, Excess Servicing Fees the Owner/Servicer Economics and the Seller Subservicer Economics each month, including the appropriate breakdown and support of the various components of the daily Holdings Economics, daily Excess Servicing Fees Owner/Servicer Economics and monthly Holdings Owner/Servicer Economics and Seller Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to Holdings, MSR-EBO the Owner/Servicer and to the Seller. Unless separate reporting is requested by the Purchasers, Seller may combine any such reporting with the reporting provided to the NRZ O/S Entities under Section 2.8(f) of the NRZ Subservicing Agreements and delivery of such reporting under the NRZ Subservicing Agreements shall be deemed to constitute deliver hereunderSubservicer. (g) The Seller Subservicer shall promptly deliver to Holdings the Owner/Servicer any notice received by the Seller Subservicer from an Investor that instructs the Seller Subservicer to transfer servicing of any Mortgage Loan. Holdings In the event of a conflict between the Investor instructions and instructions by the Owner/Servicer, the Owner/Servicer and the Seller Subservicer agree to work with such Investor and each other in good faith to resolve such matterthe conflict. (h) Except as otherwise required by Applicable Requirements, all Float Benefit shall be payable to Holdingsthe Owner/Servicer, which amounts shall be included in the calculation of Holdings the Owner/Servicer Economics in accordance with Section 4.1. Holdings The Owner/Servicer shall be responsible for interest payments to Mortgagors, and Seller Subservicer shall invoice such net amount as a Holdings an Owner/Servicer Expense in accordance with Section 4.1. Holdings The Owner/ Servicer shall be responsible for all fees and charges associated with establishing and maintaining any Custodial Account or Escrow Account. (i) Subject to the Seller’s Subservicer's obligations set forth in Section 2.13(d), Holdings the Owner/Servicer shall pay the amount necessary to cover any Compensating Interest, which amount will be invoiced as a Holdings an Owner/Servicer Expense. Following receipt of such invoice, Holdings the Owner/Servicer shall notify the Seller Subservicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation of Holdings Owner/Servicer Expense until resolved in a mutually acceptable fashion pursuant to Section 4.3. (j) [Reserved.] (k) The Seller Subservicer shall cause an independent certified public accountant selected and employed by it to provide the Purchasers Owner/Servicer not later than March 15th (or such earlier date required under the applicable Servicing Agreement) of each calendar year to furnish a statement to the effect that such firm has examined certain documents and records relating to the servicing of assets similar in nature to the Mortgage Loans and that such firm is of the opinion that the provisions of this Addendum Agreement or similar agreements have been complied with, and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. To the extent such statement has been provided to an NRZ O/S Entity pursuant to an NRZ Servicing Agreement, such statement shall be deemed to have been provided hereunder. (l) In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Corporate Subservicer Parent or the SellerSubservicer’s servicing of any of the Mortgage Loans, the Seller Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to Holdings the Owner/Servicer and as otherwise required under Applicable Requirements it being understood that to the extent such reports are provided to an NRZ O/S Entity under an NRZ Subservicing Agreement, such reports shall be deemed to be provided hereunderRequirements. (m) The Seller Subservicer shall promptly notify Holdings the Owner/Servicer if it becomes aware of any repurchase claim against the Owner/Servicer or that would result in a Loss to any Purchaser Owner/Servicer by the applicable Investor with respect to any Mortgage Loan and shall cooperate with any reasonable requests of Holdings the Owner/Servicer for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to Holdings the Owner/Servicer or its designee with respect to such repurchase transaction.

Appears in 1 contract

Samples: Subservicing Agreement (Ocwen Financial Corp)

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