REO Properties. (a) In the event that title to a Mortgaged Property is acquired in foreclosure, redemption, ratification or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Investor, or its designee (or as otherwise required by the applicable Servicing Agreement); provided that, in no event shall the Seller have title to the Mortgaged Property conveyed in the name of any Purchaser. (b) Upon the request of Holdings and subject to Sections 2.3(f) and 2.10(c), Seller shall engage one or more Affiliates of Holdings designated by Holdings to perform certain REO Disposition Services on any REO Property serviced under this Addendum (each an “NRZ REO Vendor”). If applicable, the agreement with an NRZ REO Vendor shall permit such NRZ REO Vendor to refer or contract with certain subvendors to perform REO Disposition Services on any REO Property serviced hereunder, as specified under the contract between Seller and such NRZ REO Vendor, and any approvals or other matters relating to such subvendors shall be addressed in the contract with such NRZ REO Vendor. Except as provided under Section 2.10(f), any brokerage services agreement between Seller and an NRZ REO Vendor shall be substantially the same as the brokerage services agreement, dated as of the date hereof, between Seller and New Residential Sales Corp., including in respect of the termination provisions contained therein, with appropriate modifications to the access to information and insurance provisions to take into account the use of any applicable subcontractors and such other changes as the parties may otherwise agree. As may be specified in the related contract, Seller shall cooperate with each NRZ REO Vendor in connection with such NRZ REO Vendor’s (or its subvendor’s) performance of the applicable REO Disposition Services, which cooperation may include but is not limited to, executing agreements necessary to effect the applicable REO Disposition Services, responding to inquiries regarding any REO Property and providing information and data regarding the REO Properties to such Persons as requested by such NRZ REO Vendor (or as otherwise set forth in the applicable contract with such NRZ REO Vendor). The Seller shall (x) review any reporting and/or data provided by an NRZ REO Vendor, (y) incorporate such information to Seller’s servicing systems and (z) report such information to the applicable Investors in accordance with the applicable Servicing Agreement. Holdings shall be entitled to any and all Downstream Ancillary Income and shall be responsible for any and all costs and expenses incurred by the Purchasers for engaging any third-party to assist Holdings in oversight of this Addendum (except as set forth in Section 2.11(a)). For the avoidance of doubt, in no event shall the Seller be entitled to or accept Downstream Ancillary Income following the Effective Date, regardless of whether an NRZ REO Vendor has been appointed or is in place. (c) To the extent the ongoing internal costs and expenses related to the Seller’s interaction and/or cooperation with any NRZ REO Vendor and its subvendors materially exceeds the costs Seller had previously experienced with respect to the applicable REO Disposition Services (the “Internal Cost Variance”), Holdings shall reimburse the Seller the documented incremental costs and incremental expenses incurred by Seller with respect to interaction and cooperation with any NRZ REO Vendor and its subvendors that exceeds the Seller’s prior costs related thereto; provided that (i) the Seller shall use commercially reasonable efforts to minimize such incurred costs and expenses and (ii) neither Purchaser shall have any obligation to reimburse the Seller for any costs and expenses related to changes in Seller’s servicing systems, technology systems, servicing processes and/or training/re-training employees, in each case, in connection with the initial implementation and on-boarding. The Seller shall provide Holdings any and all supporting documentation reasonably necessary to review the Internal Cost Variance asserted by Seller (supporting documentation may include invoices, reports and any other documentation or evidence which reasonably substantiates the alleged Internal Cost Variance) and Holdings must reasonably agree with such Internal Cost Variance prior to Holdings reimbursing the applicable incremental costs and incremental expenses as set forth above. Any NRZ REO Vendor and the related contract shall be subject to the approval and onboarding processes set forth in Section 2.3(f) of this Addendum. (d) Subject to the terms of the Seller’s existing contracts, as soon as reasonably practicable and in no event later than ninety (90) calendar days after the date hereof, the Seller shall not sign any new property-level listing agreements which cannot be terminated within sixty (60) calendar days after the Effective Date. Upon the engagement of any NRZ REO Vendor, Seller shall be responsible for any and all costs associated with terminating any Vendors performing the REO Disposition Services contemplated in the agreement with such NRZ REO Vendor, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Vendor(s). (e) With respect to any REO Disposition Services that are not covered by a contract with an NRZ REO Vendor, Seller shall engage a vendor to perform REO Disposition Services and the Servicer shall comply with all Applicable Requirements related to the maintenance of REO Property, including without limitation all requirements set forth in the applicable Servicing Agreement. The Servicer shall maintain on each REO Property monthly fire, hazard and, to the extent required and available under the national flood insurance program, flood insurance, all in the amounts and with such coverage as required under Applicable Requirements. (f) [***] (g) In addition to Seller’s indemnification obligations set forth in Section 8.2, Seller shall indemnify and hold Purchasers harmless against any and all Losses resulting from or arising out of Seller [***]
Appears in 2 contracts
Samples: New RMSR Agreement (Ocwen Financial Corp), New RMSR Agreement (New Residential Investment Corp.)
REO Properties. (a) In the event that title to a Mortgaged Property is acquired in foreclosure, redemption, ratification or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Investor, or its designee (or as otherwise required by the applicable Servicing Agreement); provided that, in no event shall the Seller Subservicer have title to the Mortgaged Property conveyed in the name of any Purchaserthe Owner/Servicer without the Owner/Servicer’s prior written consent not to be unreasonably withheld or delayed.
(b) Upon Notwithstanding anything to the request of Holdings and subject to Sections 2.3(fcontrary in this Agreement, (i) and 2.10(c), Seller the Subservicer shall not engage one or more Affiliates of Holdings designated by Holdings any Vendor to perform certain any form of REO Disposition Services on any REO Property serviced under subserviced hereunder unless the Owner/Servicer has directed the Subservicer in writing to engage a Vendor to perform REO Disposition Servicers and any such Vendor shall be approved in writing by the Owner/Servicer in its sole discretion and subject to the Owner/Servicer approving the terms and conditions of the arrangement with such Vendor, provided that Subservicer’s Vendors performing REO Disposition Services and identified on Exhibit I-2 (each a “Critical REO Disposition Vendor”) shall be deemed to have been approved by Owner/Servicer until otherwise directed by Owner/Servicer, (ii) the Owner/Servicer shall engage any third party having all qualifications, licenses and/or approvals necessary to perform REO Disposition Services in accordance with the terms of this Addendum Agreement and otherwise acceptable to the Owner/Servicer (each an “NRZ REO VendorApproved Party”). If applicable, the agreement with an NRZ REO Vendor shall permit such NRZ REO Vendor to refer or contract with certain subvendors ) to perform REO Disposition Services on any REO Property serviced subserviced hereunder; provided that the Owner/Servicer may, as specified under in its sole discretion, consult the contract between Seller and such NRZ REO Vendor, and any approvals or other matters relating Subservicer for its opinion regarding particular third party’s competence to such subvendors shall be addressed in the contract with such NRZ REO Vendor. Except as provided under Section 2.10(f), any brokerage services agreement between Seller and an NRZ REO Vendor shall be substantially the same as the brokerage services agreement, dated as of the date hereof, between Seller and New Residential Sales Corp., including in respect of the termination provisions contained therein, with appropriate modifications to the access to information and insurance provisions to take into account the use of any applicable subcontractors and such other changes as the parties may otherwise agree. As may be specified in the related contract, Seller shall cooperate with each NRZ REO Vendor in connection with such NRZ REO Vendor’s (or its subvendor’s) performance of the applicable perform REO Disposition Services, which cooperation may include (iii) the Subservicer shall cooperate with such Approved Party in connection with it providing REO Disposition Services, including but is not limited to, executing agreements necessary to effect the applicable REO Disposition Services, responding to inquiries regarding any REO Property and providing information and data regarding the REO Properties to such Persons the Approved Party as requested required by such NRZ REO Vendor Approved Party, (or as otherwise set forth in iv) the applicable contract with such NRZ REO Vendor). The Seller Subservicer shall (x) review any reporting and/or data provided by an NRZ REO Vendorsuch Approved Party, (y) incorporate such information to SellerSubservicer’s servicing systems and (z) report such information to the applicable Investors in accordance with the applicable Servicing Agreement. Holdings , (v) the Owner/Servicer shall be entitled to any and all Downstream Ancillary Income Income, (vi) the Subservicer shall be responsible for any and all costs associated with terminating Critical REO Disposition Vendors, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Critical REO Disposition Vendors, and (vii) the Owner/Servicer shall be responsible for any and all costs and expenses incurred by the Purchasers Owner/Servicer for engaging any third-third- party to assist Holdings the Owner/Servicer in oversight of this Addendum Agreement (except as set forth in Section 2.11(a)). For the avoidance of doubt, in no event shall the Seller be entitled to or accept Downstream Ancillary Income following the Effective Date, regardless of whether an NRZ REO Vendor has been appointed or is in place.
(c) To the extent the ongoing internal costs and expenses related to the SellerSubservicer’s interaction and/or cooperation with any NRZ REO Vendor and its subvendors Approved Party materially exceeds the costs Seller Subservicer had previously experienced with respect to the applicable REO Disposition Services (the “Internal Cost Variance”), Holdings the Owner/Servicer shall reimburse the Seller Subservicer the documented incremental costs and incremental expenses incurred by Seller Subservicer with respect to interaction and cooperation with any NRZ REO Vendor and its subvendors Approved Party that exceeds the SellerSubservicer’s prior costs related thereto; provided that (i) the Seller Subservicer shall use commercially reasonable efforts to minimize such incurred costs and expenses and (ii) neither Purchaser the Owner/Servicer shall have any no obligation to reimburse the Seller Subservicer for any costs and expenses related to changes in SellerSubservicer’s servicing systems, technology systems, servicing processes and/or training/re-training employees, in each case, in connection with the initial implementation and on-boarding. The Seller Subservicer shall provide Holdings the Owner/Servicer any and all supporting documentation reasonably necessary to review the Internal Cost Variance asserted by Seller Subservicer (supporting documentation may include invoices, reports and any other documentation or evidence which reasonably substantiates the alleged Internal Cost Variance) and Holdings the Owner/Servicer must reasonably agree with such Internal Cost Variance prior to Holdings the Owner/Servicer reimbursing the applicable incremental costs and incremental expenses as set forth above. Any The Owner/Servicer shall be reasonable with respect to any requests to change any Approved Party or Critical REO Disposition Vendor. In connection with the foregoing, the parties hereby agree that it would not be “reasonable” [***]; it being understood, that the limitation on the number of Approved Parties engaged pursuant to this clause (c) by Owner/Servicer shall apply to all “Approved Parties” engaged by any NRZ/OS Entity under any NRZ REO Vendor Servicing/Subservicing Agreement and the related contract NRM Agency Subservicing Agreement. Any Approved Party shall be onboarded in accordance with and subject to the approval and onboarding processes set forth provisions in Section 2.3(f) of this AddendumAgreement.
(d) Subject to the terms of the SellerSubservicer’s existing contracts, as soon as reasonably practicable and in no event later than ninety (90) calendar days after the date hereof, the Seller Subservicer shall not sign any new property-level listing agreements which cannot be terminated within sixty (60) calendar days after the Effective applicable Transfer Date. Upon the engagement of any NRZ REO Vendor, Seller shall be responsible for any and all costs associated with terminating any Vendors performing the REO Disposition Services contemplated in the agreement with such NRZ REO Vendor, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Vendor(s).
(e) With respect To the extent that the Owner/Servicer does not engage an Approved Party and directs the Subservicer in writing to any REO Disposition Services that are not covered by a contract with an NRZ REO Vendor, Seller shall either (i) engage a vendor to perform REO Disposition Services (which such vendor shall be approved by the Owner/Servicer in its sole discretion and subject to the Owner/Servicer approving the terms and conditions of the arrangement with such vendor) or (ii) utilize the Critical REO Disposition Vendor(s), in each case, the Subservicer shall comply with all Applicable Requirements related to the maintenance of REO Property, including without limitation all requirements set forth in the applicable Servicing Agreement. The Servicer Subservicer shall maintain on each REO Property monthly fire, hazard and, to the extent required and available under the national flood insurance program, flood insurance, all in the amounts and with such coverage as required under Applicable Requirements.
(f) [***]
(g) In addition to Sellerthe Subservicer’s indemnification obligations set forth in Section 8.2, Seller shall the Subservicer hereby agrees to indemnify and hold Purchasers the Owner/Servicer harmless against any and all Losses resulting from or arising out of Seller Subservicer [***].
(g) The Owner/Servicer shall be responsible for obtaining and maintaining any liability coverage insuring the Owner/Servicer.
Appears in 2 contracts
Samples: Subservicing Agreement (Ocwen Financial Corp), Subservicing Agreement (New Residential Investment Corp.)
REO Properties. (a) In the event that title to a Mortgaged Property is acquired in foreclosure, redemption, ratification or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Investor, or its designee (or as otherwise required by the applicable Servicing Agreement); provided that, in no event shall the Seller Subservicer have title to the Mortgaged Property conveyed in the name of any Purchaserthe Owner/Servicer without the Owner/Servicer’s prior written consent not to be unreasonably withheld or delayed.
(b) Upon Notwithstanding anything to the request of Holdings and subject to Sections 2.3(fcontrary in this Agreement, (i) and 2.10(c), Seller the Subservicer shall not engage one or more Affiliates of Holdings designated by Holdings any Vendor to perform certain any form of REO Disposition Services on any REO Property serviced under subserviced hereunder unless the Owner/Servicer has directed the Subservicer in writing to engage a Vendor to perform REO Disposition Servicers and any such Vendor shall be approved in writing by the Owner/Servicer in its sole discretion and subject to the Owner/Servicer approving the terms and conditions of the arrangement with such Vendor, provided that Subservicer’s Vendors performing REO Disposition Services and identified on Exhibit I-2 (each a “Critical REO Disposition Vendor”) shall be deemed to have been approved by Owner/Servicer until otherwise directed by Owner/Servicer, (ii) the Owner/Servicer shall engage any third party having all qualifications, licenses and/or approvals necessary to perform REO Disposition Services in accordance with the terms of this Addendum Agreement and otherwise acceptable to the Owner/Servicer (each an “NRZ REO VendorApproved Party”). If applicable, the agreement with an NRZ REO Vendor shall permit such NRZ REO Vendor to refer or contract with certain subvendors ) to perform REO Disposition Services on any REO Property serviced subserviced hereunder; provided that the Owner/Servicer may, as specified under in its sole discretion, consult the contract between Seller and such NRZ REO Vendor, and any approvals or other matters relating Subservicer for its opinion regarding particular third party’s competence to such subvendors shall be addressed in the contract with such NRZ REO Vendor. Except as provided under Section 2.10(f), any brokerage services agreement between Seller and an NRZ REO Vendor shall be substantially the same as the brokerage services agreement, dated as of the date hereof, between Seller and New Residential Sales Corp., including in respect of the termination provisions contained therein, with appropriate modifications to the access to information and insurance provisions to take into account the use of any applicable subcontractors and such other changes as the parties may otherwise agree. As may be specified in the related contract, Seller shall cooperate with each NRZ REO Vendor in connection with such NRZ REO Vendor’s (or its subvendor’s) performance of the applicable perform REO Disposition Services, which cooperation may include (iii) the Subservicer shall cooperate with such Approved Party in connection with it providing REO Disposition Services, including but is not limited to, executing agreements necessary to effect the applicable REO Disposition Services, responding to inquiries regarding any REO Property and providing information and data regarding the REO Properties to such Persons the Approved Party as requested required by such NRZ REO Vendor Approved Party, (or as otherwise set forth in iv) the applicable contract with such NRZ REO Vendor). The Seller Subservicer shall (x) review any reporting and/or data provided by an NRZ REO Vendorsuch Approved Party, (y) incorporate such information to SellerSubservicer’s servicing systems and (z) report such information to the applicable Investors in accordance with the applicable Servicing Agreement. Holdings , (v) the Owner/Servicer shall be entitled to any and all Downstream Ancillary Income Income, (vi) the Subservicer shall be responsible for any and all costs associated with terminating Critical REO Disposition Vendors, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Critical REO Disposition Vendors, and (vii) the Owner/Servicer shall be responsible for any and all costs and expenses incurred by the Purchasers Owner/Servicer for engaging any third-third- party to assist Holdings the Owner/Servicer in oversight of this Addendum Agreement (except as set forth in Section 2.11(a)). For the avoidance of doubt, in no event shall the Seller be entitled to or accept Downstream Ancillary Income following the Effective Date, regardless of whether an NRZ REO Vendor has been appointed or is in place.
(c) To the extent the ongoing internal costs and expenses related to the SellerSubservicer’s interaction and/or cooperation with any NRZ REO Vendor and its subvendors Approved Party materially exceeds the costs Seller Subservicer had previously experienced with respect to the applicable REO Disposition Services (the “Internal Cost Variance”), Holdings the Owner/Servicer shall reimburse the Seller Subservicer the documented incremental costs and incremental expenses incurred by Seller Subservicer with respect to interaction and cooperation with any NRZ REO Vendor and its subvendors Approved Party that exceeds the SellerSubservicer’s prior costs related thereto; provided that (i) the Seller Subservicer shall use commercially reasonable efforts to minimize such incurred costs and expenses and (ii) neither Purchaser the Owner/Servicer shall have any no obligation to reimburse the Seller Subservicer for any costs and expenses related to changes in Seller’s Subservicer's servicing systems, technology systems, servicing processes and/or training/re-training employees, in each case, in connection with the initial implementation and on-boarding. The Seller Subservicer shall provide Holdings the Owner/Servicer any and all supporting documentation reasonably necessary to review the Internal Cost Variance asserted by Seller Subservicer (supporting documentation may include invoices, reports and any other documentation or evidence which reasonably substantiates the alleged Internal Cost Variance) and Holdings the Owner/Servicer must reasonably agree with such Internal Cost Variance prior to Holdings the Owner/Servicer reimbursing the applicable incremental costs and incremental expenses as set forth above. Any NRZ REO Vendor and the related contract The Owner/Servicer shall be reasonable with respect to any requests to change any Approved Party or Critical REO Disposition Vendor. In connection with the foregoing, the parties hereby agree that it would not be “reasonable” ***. Any Approved Party shall be onboarded in accordance with and subject to the approval and onboarding processes set forth provisions in Section 2.3(f) of this AddendumAgreement.
(d) Subject to the terms of the SellerSubservicer’s existing contracts, as soon as reasonably practicable and in no event later than ninety (90) calendar days after the date hereof, the Seller Subservicer shall not sign any new property-level listing agreements which cannot be terminated within sixty (60) calendar days after the Effective applicable Transfer Date. Upon the engagement of any NRZ REO Vendor, Seller shall be responsible for any and all costs associated with terminating any Vendors performing the REO Disposition Services contemplated in the agreement with such NRZ REO Vendor, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Vendor(s).
(e) With respect To the extent that the Owner/Servicer does not engage an Approved Party and directs the Subservicer in writing to any REO Disposition Services that are not covered by a contract with an NRZ REO Vendor, Seller shall either (i) engage a vendor to perform REO Disposition Services (which such vendor shall be approved by the Owner/Servicer in its sole discretion and subject to the Owner/Servicer approving the terms and conditions of the arrangement with such vendor) or (ii) utilize the Critical REO Disposition Vendor(s), in each case, the Subservicer shall comply with all Applicable Requirements related to the maintenance of REO Property, including without limitation all requirements set forth in the applicable Servicing Agreement. The Servicer Subservicer shall maintain on each REO Property monthly fire, hazard and, to the extent required and available under the national flood insurance program, flood insurance, all in the amounts and with such coverage as required under Applicable Requirements.
(f) [***]
(g) In addition to Sellerthe Subservicer’s indemnification obligations set forth in Section 8.2, Seller shall the Subservicer hereby agrees to indemnify and hold Purchasers the Owner/Servicer harmless against any and all Losses resulting from or arising out of Seller [Subservicer ***].
(g) The Owner/Servicer shall be responsible for obtaining and maintaining any liability coverage insuring the Owner/Servicer.
Appears in 1 contract
REO Properties. (a) In the event that title to a Mortgaged Property is acquired in foreclosure, redemption, ratification or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Investor, or its designee (or as otherwise required by the applicable Servicing Agreement); provided that, in no event shall the Seller Subservicer have title to the Mortgaged Property conveyed in the name of any Purchaserthe Owner/Servicer without the Owner/Servicer’s prior written consent not to be unreasonably withheld or delayed.
(b) Upon Notwithstanding anything to the request of Holdings and subject to Sections 2.3(fcontrary in this Agreement, (i) and 2.10(c), Seller the Subservicer shall not engage one or more Affiliates of Holdings designated by Holdings any Vendor to perform certain any form of REO Disposition Services on any REO Property serviced under subserviced hereunder unless the Owner/Servicer has directed the Subservicer in writing to engage a Vendor to perform REO Disposition Servicers and any such Vendor shall be approved in writing by the Owner/Servicer in its sole discretion and subject to the Owner/Servicer approving the terms and conditions of the arrangement with such Vendor, provided that Subservicer’s Vendors performing REO Disposition Services and identified on Exhibit I-2 (each a “Critical REO Disposition Vendor”) shall be deemed to have been approved by Owner/Servicer until otherwise directed by Owner/Servicer, (ii) the Owner/Servicer shall engage any third party having all qualifications, licenses and/or approvals necessary to perform REO Disposition Services in accordance with the terms of this Addendum Agreement and otherwise acceptable to the Owner/Servicer (each an “NRZ REO VendorApproved Party”). If applicable, the agreement with an NRZ REO Vendor shall permit such NRZ REO Vendor to refer or contract with certain subvendors ) to perform REO Disposition Services on any REO Property serviced subserviced hereunder; provided that the Owner/Servicer may, as specified under in its sole discretion, consult the contract between Seller and such NRZ REO Vendor, and any approvals or other matters relating Subservicer for its opinion regarding particular third party’s competence to such subvendors shall be addressed in the contract with such NRZ REO Vendor. Except as provided under Section 2.10(f), any brokerage services agreement between Seller and an NRZ REO Vendor shall be substantially the same as the brokerage services agreement, dated as of the date hereof, between Seller and New Residential Sales Corp., including in respect of the termination provisions contained therein, with appropriate modifications to the access to information and insurance provisions to take into account the use of any applicable subcontractors and such other changes as the parties may otherwise agree. As may be specified in the related contract, Seller shall cooperate with each NRZ REO Vendor in connection with such NRZ REO Vendor’s (or its subvendor’s) performance of the applicable perform REO Disposition Services, which cooperation may include (iii) the Subservicer shall cooperate with such Approved Party in connection with it providing REO Disposition Services, including but is not limited to, executing agreements necessary to effect the applicable REO Disposition Services, responding to inquiries regarding any REO Property and providing information and data regarding the REO Properties to such Persons the Approved Party as requested required by such NRZ REO Vendor Approved Party, (or as otherwise set forth in iv) the applicable contract with such NRZ REO Vendor). The Seller Subservicer shall (x) review any reporting and/or data provided by an NRZ REO Vendorsuch Approved Party, (y) incorporate such information to SellerSubservicer’s servicing systems and (z) report such information to the applicable Investors in accordance with the applicable Servicing Agreement. Holdings , (v) the Owner/Servicer shall be entitled to any and all Downstream Ancillary Income Income, (vi) the Subservicer shall be responsible for any and all costs associated with terminating Critical REO Disposition Vendors, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Critical REO Disposition Vendors, and (vii) the Owner/Servicer shall be responsible for any and all costs and expenses incurred by the Purchasers Owner/Servicer for engaging any third-third- party to assist Holdings the Owner/Servicer in oversight of this Addendum Agreement (except as set forth in Section 2.11(a)). For the avoidance of doubt, in no event shall the Seller be entitled to or accept Downstream Ancillary Income following the Effective Date, regardless of whether an NRZ REO Vendor has been appointed or is in place.
(c) To the extent the ongoing internal costs and expenses related to the SellerSubservicer’s interaction and/or cooperation with any NRZ REO Vendor and its subvendors Approved Party materially exceeds the costs Seller Subservicer had previously experienced with respect to the applicable REO Disposition Services (the “Internal Cost Variance”), Holdings the Owner/Servicer shall reimburse the Seller Subservicer the documented incremental costs and incremental expenses incurred by Seller Subservicer with respect to interaction and cooperation with any NRZ REO Vendor and its subvendors Approved Party that exceeds the SellerSubservicer’s prior costs related thereto; provided that (i) the Seller Subservicer shall use commercially reasonable efforts to minimize such incurred costs and expenses and (ii) neither Purchaser the Owner/Servicer shall have any no obligation to reimburse the Seller Subservicer for any costs and expenses related to changes in Seller’s Subservicer's servicing systems, technology systems, servicing processes and/or training/re-training employees, in each case, in connection with the initial implementation and on-boarding. The Seller Subservicer shall provide Holdings the Owner/Servicer any and all supporting documentation reasonably necessary to review the Internal Cost Variance asserted by Seller Subservicer (supporting documentation may include invoices, reports and any other documentation or evidence which reasonably substantiates the alleged Internal Cost Variance) and Holdings the Owner/Servicer must reasonably agree with such Internal Cost Variance prior to Holdings the Owner/Servicer reimbursing the applicable incremental costs and incremental expenses as set forth above. Any NRZ REO Vendor and the related contract The Owner/Servicer shall be reasonable with respect to any requests to change any Approved Party or Critical REO Disposition Vendor. In connection with the foregoing, the parties hereby agree that it would not be “reasonable” [***] . Any Approved Party shall be onboarded in accordance with and subject to the approval and onboarding processes set forth provisions in Section 2.3(f) of this AddendumAgreement.
(d) Subject to the terms of the SellerSubservicer’s existing contracts, as soon as reasonably practicable and in no event later than ninety (90) calendar days after the date hereof, the Seller Subservicer shall not sign any new property-level listing agreements which cannot be terminated within sixty (60) calendar days after the Effective applicable Transfer Date. Upon the engagement of any NRZ REO Vendor, Seller shall be responsible for any and all costs associated with terminating any Vendors performing the REO Disposition Services contemplated in the agreement with such NRZ REO Vendor, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Vendor(s).
(e) With respect To the extent that the Owner/Servicer does not engage an Approved Party and directs the Subservicer in writing to any REO Disposition Services that are not covered by a contract with an NRZ REO Vendor, Seller shall either (i) engage a vendor to perform REO Disposition Services (which such vendor shall be approved by the Owner/Servicer in its sole discretion and subject to the Owner/Servicer approving the terms and conditions of the arrangement with such vendor) or (ii) utilize the Critical REO Disposition Vendor(s), in each case, the Subservicer shall comply with all Applicable Requirements related to the maintenance of REO Property, including without limitation all requirements set forth in the applicable Servicing Agreement. The Servicer Subservicer shall maintain on each REO Property monthly fire, hazard and, to the extent required and available under the national flood insurance program, flood insurance, all in the amounts and with such coverage as required under Applicable Requirements.
(f) [***]
(g) In addition to Sellerthe Subservicer’s indemnification obligations set forth in Section 8.2, Seller shall the Subservicer hereby agrees to indemnify and hold Purchasers the Owner/Servicer harmless against any and all Losses resulting from or arising out of Seller Subservicer [***].
(g) The Owner/Servicer shall be responsible for obtaining and maintaining any liability coverage insuring the Owner/Servicer.
Appears in 1 contract
Samples: Subservicing Agreement (New Residential Investment Corp.)
REO Properties. (a) Borrower agrees that (i) it will not, and will not permit any Eligible REO Entity to sell, transfer or otherwise dispose of any REO Property other than in the ordinary course of business and in accordance with Accepted Servicing Practices and the Asset Management Standard, without the written consent of Lender and (ii) it will not and will not permit any Eligible REO Entity to create or suffer to exist any Lien upon any REO Property, or pledge, option or otherwise encumber any REO Property, whether now owned or hereafter acquired, other than pursuant to or permitted by the Loan Documents, including any Permitted Encumbrances. In addition, Borrower agrees that: (i) it will not and will not permit any Eligible REO Entity to create, incur, assume or suffer to exist any Indebtedness (other than pursuant to this Loan Agreement) or Guarantee obligation (other than pursuant to the event that title Loan Documents); (ii) it will not and will not permit any Eligible REO Entity to create, incur or permit to exist, or permit or allow others to create, incur or permit to exist, any Lien, security interest or claim on or to any of its property, other than the Liens in favor of Lender and Permitted Encumbrances; (iii) it will not and will not permit any Eligible REO Entity to consummate any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or sell all or substantially all of its assets other than pursuant to a Mortgaged Property is acquired transaction permitted under Section 7.04 or the proceeds of which are used to repay Advances as provided hereunder; (iv) it will not and will not permit any Eligible REO Entity to make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in foreclosure(any of the foregoing, redemptionan “Investment”), ratification any Person; (v) it will not and will not permit any Eligible REO Entity to amend its certificate of formation or by deed limited liability company agreement, limited partnership agreement, certificate of incorporation or by-laws or other similar organizational or constitutive documents without the prior written consent of Lender which consent shall not be unreasonably withheld; (vi) it will not form any Subsidiaries other than the Eligible REO Entities; or (vii) it will not and will not permit any Eligible REO Entity to engage in lieu or transact any business or operations other than the acquisition, operation and disposition of foreclosureREO Properties or any acquisition and operation of real estate owned properties so long as such other real estate owned properties are subject to this Loan Agreement and the other Loan Documents, and the ownership thereof, the deed or certificate of sale shall be taken in the name of the Investorthereof, or its designee (or as otherwise required by the applicable Servicing Agreement); provided that, in no event shall the Seller have title to the Mortgaged Property conveyed in the name of any Purchaserand activities incidental thereto.
(b) Upon Borrower shall maintain the request of Holdings REO Properties in at least the condition received (reasonable wear and subject to Sections 2.3(ftear excepted) and 2.10(c)promptly repair any damage or casualty (except to the extent that Asset Manager reasonably has determined in accordance with Accepted Servicing Practices and the Asset Management Standard, Seller not to apply the related insurance proceeds or condemnation awards to the repair or restoration of the REO Property, in which event such unapplied proceeds shall engage one be included in Income for purposes hereof or more Affiliates the subservicer determines in accordance with Accepted Servicing Practices and the Asset Management Standard that such repair is not required to be made and that the failure to make such repair will not have an adverse effect upon the value or habitability of Holdings designated by Holdings to perform certain such REO Disposition Services on any REO Property serviced under this Addendum (each an “NRZ REO Vendor”Property). If applicable, the agreement with an NRZ REO Vendor Borrower shall permit such NRZ REO Vendor Lender and its agents, representatives and employees, upon reasonable prior notice, at Lender’s cost, to refer or contract with certain subvendors to perform REO Disposition Services on any REO Property serviced hereunder, as specified under the contract between Seller and such NRZ REO Vendor, and any approvals or other matters relating to such subvendors shall be addressed in the contract with such NRZ REO Vendor. Except as provided under Section 2.10(f), any brokerage services agreement between Seller and an NRZ REO Vendor shall be substantially the same as the brokerage services agreement, dated as of the date hereof, between Seller and New Residential Sales Corp., including in respect of the termination provisions contained therein, with appropriate modifications to the access to information and insurance provisions to take into account the use of any applicable subcontractors and such other changes as the parties may otherwise agree. As may be specified in the related contract, Seller shall cooperate with each NRZ REO Vendor in connection with such NRZ REO Vendor’s (or its subvendor’s) performance of the applicable REO Disposition Services, which cooperation may include but is not limited to, executing agreements necessary to effect the applicable REO Disposition Services, responding to inquiries regarding inspect any REO Property and providing information conduct such environmental and data regarding the REO Properties to engineering studies as Lender may require; provided, that such Persons as requested by such NRZ REO Vendor (or as otherwise set forth in the applicable contract with such NRZ REO Vendor). The Seller shall (x) review any reporting and/or data provided by an NRZ REO Vendor, (y) incorporate such information to Seller’s servicing systems inspections and (z) report such information to the applicable Investors in accordance studies do not materially and unreasonably interfere with the applicable Servicing Agreement. Holdings shall be entitled to any use and all Downstream Ancillary Income and shall be responsible for any and all costs and expenses incurred by the Purchasers for engaging any third-party to assist Holdings in oversight operation of this Addendum (except as set forth in Section 2.11(a)). For the avoidance of doubt, in no event shall the Seller be entitled to or accept Downstream Ancillary Income following the Effective Date, regardless of whether an NRZ REO Vendor has been appointed or is in place.
(c) To the extent the ongoing internal costs and expenses related to the Seller’s interaction and/or cooperation with any NRZ REO Vendor and its subvendors materially exceeds the costs Seller had previously experienced with respect to the applicable REO Disposition Services (the “Internal Cost Variance”), Holdings shall reimburse the Seller the documented incremental costs and incremental expenses incurred by Seller with respect to interaction and cooperation with any NRZ REO Vendor and its subvendors that exceeds the Seller’s prior costs related thereto; provided that (i) the Seller shall use commercially reasonable efforts to minimize such incurred costs and expenses and (ii) neither Purchaser shall have any obligation to reimburse the Seller for any costs and expenses related to changes in Seller’s servicing systems, technology systems, servicing processes and/or training/re-training employees, in each case, in connection with the initial implementation and on-boarding. The Seller shall provide Holdings any and all supporting documentation reasonably necessary to review the Internal Cost Variance asserted by Seller (supporting documentation may include invoices, reports and any other documentation or evidence which reasonably substantiates the alleged Internal Cost Variance) and Holdings must reasonably agree with such Internal Cost Variance prior to Holdings reimbursing the applicable incremental costs and incremental expenses as set forth above. Any NRZ REO Vendor and the related contract shall be subject to the approval and onboarding processes set forth in Section 2.3(f) of this Addendum.
(d) Subject to the terms of the Seller’s existing contracts, as soon as reasonably practicable and in no event later than ninety (90) calendar days after the date hereof, the Seller shall not sign any new property-level listing agreements which cannot be terminated within sixty (60) calendar days after the Effective Date. Upon the engagement of any NRZ REO Vendor, Seller shall be responsible for any and all costs associated with terminating any Vendors performing the REO Disposition Services contemplated in the agreement with such NRZ REO Vendor, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Vendor(s).
(e) With respect to any REO Disposition Services that are not covered by a contract with an NRZ REO Vendor, Seller shall engage a vendor to perform REO Disposition Services and the Servicer shall comply with all Applicable Requirements related to the maintenance of REO Property, including without limitation . Borrower and each Eligible REO Entity shall at all requirements set forth in the applicable Servicing Agreement. The Servicer shall maintain on each REO Property monthly fire, hazard and, to the extent required and available under the national flood insurance program, flood insurance, all in the amounts and with such coverage as required under Applicable Requirementstimes be a Special Purpose Entity.
(f) [***]
(g) In addition to Seller’s indemnification obligations set forth in Section 8.2, Seller shall indemnify and hold Purchasers harmless against any and all Losses resulting from or arising out of Seller [***]
Appears in 1 contract
Samples: Master Loan and Security Agreement (Starwood Waypoint Residential Trust)
