First IndyMac now Ocwen! It gets sillier

Just when you thought it was safe along comes the proverbial curve ball. We have just been informed that IndyMac Mortgage Services, a division of One West Bank will be transferring our loan  to Owen Loan Servicing, LLC. Now on the surface this appears to be a good thing. But under the covers this may be another nightmare with a new name.

These guys have as bad a reputation as IndyMac! Thousands of complaints have been filed for the full gambit of mishandling and misinformation. And all of this in the middle of my loan modification trial period! How convenient is that!? What are the odds that it gets mucked up and I lose my modification? I leaning towards Yessirree! All I can do is log my p and q’s and watch this whole process like a hawk and keep the legal eagles in the loop.

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17 comments

  1. You need to keep VERY accurate records. This company is horrible!!! They have an “F” rating with the BBB and too many complaints to count. Best of luck to you…….

  2. Im in the same boat!
    My final payment is due on 9/1.I received the modification agreement last week stating the terms of the mod were to go into affect on 9/1 after my final payment. I signed and sent them back and was awaiting for their signature and to have them returned to me. Ughh.. and today i get a letter saying that OCWEN will begin servicing my loan as of 9/1. Just when i thought i was so close!
    Just came across your blog while researching OCWEN. I will follow your journey. Best of luck to you!

    1. I am interested in your ongoing experience myself. I am concerned on the “crossover” with Ocwen’s enchanting reputation. I ,too, don’t want any jackups for “lost” or “missing” info. I will keep in touch.

  3. […] First IndyMac now Ocwen! It gets sillier (bzerob1.wordpress.com) […]

  4. Not to sound discouraging but you MUST keep all accurate records. This meaning any phone calls, record time, date and with whom you are speaking too. Also, when they ask you to continually fax something make notes regarding that. They have a real record of “losing” your documents and wanting you to resend them. You would not believe the ride we have been on with these people. It’s exhausting mentally and physically but you can’t let them get the best of you. i wish you all luck and this is the reason for my blog to make those aware of what is going on with this company. It infuriates me to call and get someone in India who has absolutely no idea what is going on and can barely speak English. Please keep all of us posted on your journey!!!

  5. Jdouble33 · · Reply

    I to have received what IndyMac called a streamline modification and I’m on my second payment with this plan and now they do this. WOW

  6. Jennifer · · Reply

    I am currently in the process of purchasing a home and the sellers loan was sold from IndyMac to Ocwen during this process. We already had received the approved short sale from IndyMac and bam here we go with yet another waiting process. Does anyone know if these people are quick movers? Do they process paperwork quickly? I just want to receive my short sale and move on with this nightmare!! Looks like they are nothing but scum lingering on American soil, but sourcing business from India too! Makes me sick reading some of the stories I have read. Not to mention their “F” rating with the BBB!!!!

  7. OMG… and OF COURSE Ocwen sends all those great American jobs to India. I could NOT understand what this dude was saying, reading his script in his best monotone voice. He didnt know what he was saying either.

  8. […] First IndyMac now Ocwen! It gets sillier (bzerob1.wordpress.com) […]

  9. […] First IndyMac now Ocwen! It gets sillier (bzerob1.wordpress.com) […]

  10. susan spincken · · Reply

    Below is a copy of the Indymac sale agreement with Ocwen filed withe the Securities and Exchange Commission (info on what Ocwen has to do with loans transfered during a mod is spelled out. As a borrower in a trial period you are a third party beneficiary – this is important.

    Website:
    http://www.faqs.org/sec-filings/130613/OCWEN-FINANCIAL-CORP_8-K/ex2_1.htm

    SEC Filings Search:

    Attached files
    File Filename
    EX-10.1 – EXHIBIT 10.1 – OCWEN FINANCIAL CORP ex10_1.htm
    8-K – FORM 8-K – OCWEN FINANCIAL CORP ocn_8k.htm

    Exhibit 2.1

    MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

    by and between

    ONEWEST BANK, FSB
    (Seller)

    and

    OCWEN LOAN SERVICING, LLC
    A Wholly-Owned Subsidiary of
    Ocwen Mortgage Servicing, Inc.
    (Purchaser)

    Dated and effective as of June 13, 2013

    TABLE OF CONTENTS

    PAGE

    ARTICLE I DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES 1
    Section 1.01 Definitions 1
    Section 1.02 General Interpretive Principles 15
    ARTICLE II SALE AND TRANSFER OF SERVICING 16
    Section 2.01 Items to be Sold 16
    Section 2.02 Sale Dates 16
    Section 2.03 Servicing Transfer Dates 17
    Section 2.04 Servicing Transfer Instructions 18
    ARTICLE III CONSIDERATION 18
    Section 3.01 Purchase Price 18
    Section 3.02 Servicing Transfer Dates and Payments for Advances 19
    Section 3.03 Correction of Errors 20
    Section 3.04 Payment of Servicing Fees and Seller Retained Ancillary Income 20
    ARTICLE IV REPRESENTATIONS AND WARRANTIES AS TO SELLER 21
    Section 4.01 Due Organization and Good Standing 21
    Section 4.02 Authority and Capacity 21
    Section 4.03 Title to the Purchased Assets 21
    Section 4.04 Effective Agreements 22
    Section 4.05 Membership and Standing 22
    Section 4.06 Consents, Approvals and Compliance 22
    Section 4.07 Settlement Agreements 22
    Section 4.08 Anti-Money Laundering 22
    ARTICLE V REPRESENTATIONS AND WARRANTIES AS TO PURCHASED ASSETS 23
    Section 5.01 Servicing 23
    Section 5.02 Recourse Status 25
    Section 5.03 Advances 25
    Section 5.04 Accuracy of Information 26
    Section 5.05 Delivery of Information 26
    Section 5.06 Repurchase 26
    Section 5.07 Servicing Fee Not Sold 26

    i

    Section 5.08 Damage, Condemnation, and Related Matters 26
    Section 5.09 Related Escrow and Custodial Accounts 26
    Section 5.10 Litigation and Orders 27
    Section 5.11 Home Equity Loans 27
    Section 5.12 Loan Modifications 27
    Section 5.13 SCRA 27
    Section 5.14 Refinancing Programs 28
    Section 5.15 Optional Products 28
    Section 5.16 Financial Ability 28
    Section 5.17 No Regulatory Impediment 28
    Section 5.18 No Other Representations; Purpose of Representations 28
    ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER 29
    Section 6.01 Due Organization and Good Standing 29
    Section 6.02 Authority and Capacity 29
    Section 6.03 Effective Agreements 30
    Section 6.04 Sophisticated Purchaser 30
    Section 6.05 Purchaser/Servicer Standing 30
    Section 6.06 MERS Membership 30
    Section 6.07 Consents, Approvals and Compliance 30
    Section 6.08 Financial Ability 31
    Section 6.09 No Regulatory Impediment 31
    Section 6.10 Servicer Participation Agreement 31
    Section 6.11 No Other Representations 31
    ARTICLE VII COVENANTS 32
    Section 7.01 Assignments 32
    Section 7.02 Servicing Agreement Consents and Notices 33
    Section 7.03 Transfer Notices 33
    Section 7.04 Real Estate Taxing Authorities 34
    Section 7.05 Hazard, Mortgage and Flood 35
    Section 7.06 Delivery of Mortgage Loan Documentation and Information 36
    Section 7.07 Delivery of Servicing System Information 37
    Section 7.08 Related Escrow Account Balances 38
    Section 7.09 Payoffs, Assumptions, Modifications, Refinancings, Short Sales and Deeds in Lieu 38

    ii

    Section 7.10 Mortgage Loan Payments and Trailing Bills Received After Servicing Transfer Date 39
    Section 7.11 Misapplied and Returned Payments; Collections of Non-Qualified Advances 39
    Section 7.12 Servicing Obligations 40
    Section 7.13 Solicitation Rights 41
    Section 7.14 Year End Tax Reporting; Other Reporting 42
    Section 7.15 Cooperation 42
    Section 7.16 Supplemental Information 42
    Section 7.17 Access to Information; Required Actions 43
    Section 7.18 Tax, Flood and Other Set Up Costs 43
    Section 7.19 Document Custodian 44
    Section 7.20 Conduct of Business Prior to the Sale Dates 44
    Section 7.21 No Transfer Without Consent 44
    Section 7.22 Mortgage Loans In Litigation, In Bankruptcy and In Foreclosure 44
    Section 7.23 Cooperation with Financing Amendments 45
    Section 7.24 Excess Yield 45
    Section 7.25 Bulk Sales Compliance 45
    Section 7.26 SCRA Schedule 45
    Section 7.27 HELOC Mortgage Loans 45
    Section 7.28 HAMP and 2MP 46
    Section 7.29 Treatment of Pipeline Loans 48
    Section 7.30 Interpretation 48
    ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER 48
    Section 8.01 Correctness of Representations and Warranties 48
    Section 8.02 Compliance with Conditions 48
    Section 8.03 No Legal Prohibition 48
    Section 8.04 Consents 49
    Section 8.05 Investor Consent Agreements 49
    Section 8.06 Certificate of Seller 49
    Section 8.07 Delivery of Documents 49
    ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER 49
    Section 9.01 Correctness of Representations and Warranties 49
    Section 9.02 Compliance with Conditions 50

    iii

    Section 9.03 Certificate of Purchaser 50
    Section 9.04 No Legal Prohibition 50
    Section 9.05 Investor Consent Agreements 50
    Section 9.06 Regulatory Approval; Absence of Certain Regulatory Objections 50
    Section 9.07 Delivery of Documents 50
    ARTICLE X TERMINATION 51
    Section 10.01 Termination 51
    Section 10.02 Effect of Termination 52
    ARTICLE XI RESPONSIBILITY FOR CLAIMS; INDEMNIFICATION; CURE OR REPURCHASE 53
    Section 11.01 [Reserved] 53
    Section 11.02 Indemnification by Seller 53
    Section 11.03 Indemnification by Purchaser 54
    Section 11.04 Repurchase Events 55
    Section 11.05 Procedures For Third Party Claims That Are Indemnifiable 56
    Section 11.06 Agency Fees 56
    Section 11.07 Other Indemnification Provisions; Exclusive Remedy 57
    Section 11.08 Allocation of Liabilities; Limitations on Indemnification Obligations 58
    Section 11.09 Survival 58
    Section 11.10 Treatment of Indemnity Payments 58
    Section 11.11 Limitation of Damages 59
    ARTICLE XII MISCELLANEOUS 59
    Section 12.01 Costs and Expenses 59
    Section 12.02 Confidentiality 60
    Section 12.03 Broker’s Fees 60
    Section 12.04 Notices 61
    Section 12.05 Waivers 61
    Section 12.06 Entire Agreement; Amendment 62
    Section 12.07 Binding Effect 62
    Section 12.08 Headings 62
    Section 12.09 Applicable Law 62
    Section 12.10 Dispute Resolution 62
    Section 12.11 Incorporation of Exhibits and Schedules 64
    Section 12.12 Counterparts 64

    iv

    Section 12.13 Severability of Provisions 64
    Section 12.14 Public Announcement 64
    Section 12.15 Assignment 65
    Section 12.16 No Third-Party Beneficiaries 65

    EXHIBIT A: EXHIBIT A SHALL BE DEEMED TO BE THAT CERTAIN FILE IDENTIFIED AS THE MORTGAGE TAPE AND UPLOADED TO THE FTP DUE DILIGENCE SITE ON JUNE 12, 2013.
    EXHIBIT B: FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
    EXHIBIT C: [RESERVED]
    EXHIBIT D: OFFICER’S CERTIFICATE
    EXHIBIT E: SAMPLE OF SERVICING TRANSFER INSTRUCTIONS (TO BE FINALIZED BY PARTIES AS CONTEMPLATED BY SECTION 2.04)
    EXHIBIT F: [RESERVED]
    EXHIBIT G: [RESERVED]
    EXHIBIT H: FORM OF POWER OF ATTORNEY
    EXHIBIT I: [RESERVED]
    EXHIBIT J: [RESERVED]
    EXHIBIT K: [RESERVED]
    EXHIBIT L: FORM OF COOPERATION AGREEMENT

    SCHEDULE 1.01(A): Pending Servicing Right Sales
    SCHEDULE 1.01 (B): Purchase Price Percentages
    SCHEDULE 5.01(a)(iii): Judicial and Administrative Judgments, Orders, Remediation Plans, Stipulations, Awards, Writs and Injunctions Assumed By Purchaser
    SCHEDULE 5.01(c)(i): List of Non-Agency Servicing Agreements
    SCHEDULE 5.10(a): Litigation
    SCHEDULE 5.10(b): Orders
    SCHEDULE 5.10(c): Mortgage Loans In Bankruptcy, Mortgage Loans In Foreclosure and Mortgage Loans or REOs In Litigation
    SCHEDULE 7.07(A): Contents of Electronic Data Files
    SCHEDULE 7.07(B): Data Fields for HELOC Mortgage Loans
    SCHEDULE 7.07(C): Data Fields relating to Loan Modifications and other Loss Mitigation, Foreclosures and Bankruptcy

    v

    SCHEDULE 7.27-A: Form of Remittance Data for HELOC Mortgage Loans
    SCHEDULE 7.27-B: HLS HELOC Line Suspension and Appeal Standards

    vi

    MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

    This Mortgage Servicing Rights Purchase and Sale Agreement (the “Agreement”), dated as of June 13, 2013, is by and between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Purchaser”), with offices located in 1661 Worthington Road, Centrepark West, West Palm Beach, Florida, 33409 and OneWest Bank, FSB, a federal savings bank (“Seller”), with offices located in 888 East Walnut Street, Pasadena, California 91101 (Purchaser and Seller may collectively be referred to as the “Parties,” and each as a “Party”).

    W I T N E S S E T H:

    WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, certain Mortgage Servicing Rights to certain residential mortgage loans currently serviced by Seller;

    WHEREAS, Ocwen Mortgage Servicing, Inc., the parent corporation of Purchaser, has reviewed, analyzed, and approved this transaction, and has authorized and caused the Purchaser enter into this Agreement;

    WHEREAS, Purchaser and Seller desire to set forth the terms and conditions pursuant to which Seller will sell, transfer and assign, to Purchaser, all of Seller’s right, title and interest in and to such Mortgage Servicing Rights and the related Advances, and Purchaser will purchase and assume all right, title and interest in and to those certain Mortgage Servicing Rights and the related Advances identified herein;

    WHEREAS, contemporaneously with the execution of this Agreement, (1) Ocwen Financial Corporation, a Florida corporation, has executed that certain Guarantee for the benefit of Seller, and (2) the Parties have entered into that certain Cooperation Agreement, attached as Exhibit L (the “Cooperation Agreement”); and

    NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth herein, the Parties hereto agree as follows:

    ARTICLE I

    DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES

    Section 1.01 Definitions.

    Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

    2MP: The Second Lien Modification Program, a part of the Making Home Affordable Program, a program of the U.S. Department of Treasury.

    Accrued Servicing Fees: With respect to any Servicing Agreement, as of any date of determination, (i) the amount of accrued and unpaid monthly Servicing Fees as of the related Cutoff Date and (ii) the amount of accrued, but unpaid, Ancillary Income as of the related Cutoff Date.

    Action: Any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.

    Advance Reimbursement Amount: With respect to any Sale Date, the aggregate outstanding amount of all unreimbursed Advances included in the applicable Mortgage Servicing Rights as of the Cutoff Date; minus the amount of related Non-Qualified Advances (except, in the case of any Mortgage Loans that are GNMA Agency Loans, an amount equal to (i) all unreimbursed Advances included in the applicable Mortgage Servicing Rights as of the Cutoff Date minus the amount of related Non-Qualified Advances, multiplied by (ii) 75%).

    Advances: All (i) Corporate Advances, (ii) P & I Advances, (iii) T & I Advances, and (iv) other “out- of-pocket” advances that are incurred or made by Seller pursuant to a Servicing Agreement that are eligible for reimbursement thereunder, including, in the case of each of clauses (i)-(iv), any applicable receivables associated therewith.

    Affiliate: Any individual, partnership, corporation, entity or other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified.

    Agency: Fannie Mae, Freddie Mac, GNMA, HUD, FHA and VA, as applicable.

    Agency Mortgage Loans: Any Mortgage Loan sold to and/or pooled by any Agency to secure or otherwise support any mortgage pass-through security, collateralized mortgage obligation, REMIC or other security issued or guaranteed by such Agency.

    Agency Fees: The meaning specified in Section 11.06 hereof.

    Agreement: As defined in the first paragraph hereof.

    Ancillary Income: All fees and income derived from and related to the Mortgage Loans, excluding Servicing Fees attributable to the Mortgage Loans, but including late charges, prepayment penalties, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, HAMP servicer incentive fees, HELOC Mortgage Loan line termination fees, optional insurance administrative fees, income on escrow accounts and custodial accounts or other receipts on or with respect to such Mortgage Loans, and all other incidental fees, income and charges collected from or assessed against the Mortgagor, other than those charges payable to the applicable Investor under the terms of the applicable Servicing Agreements.

    Anti-Money Laundering Laws: The meaning specified in Section 4.08.

    2

    Applicable Requirements: As of the time of reference and as applicable, (i) all of the terms of the Mortgage Loan Documents, with respect to each Mortgage Loan, (ii) all federal, state and local laws, rules, regulations and ordinances applicable to the origination (including the taking, processing and underwriting of the relevant Mortgage Loan application and the closing and/or funding of the relevant Mortgage Loan), sale, pooling, servicing, subservicing or enforcement of, or filing of claims in connection with, any Mortgage Loan or Mortgage Servicing Rights at the relevant time, (iii) all requirements set forth in the Servicing Agreements, (iv) to the extent applicable to a Party, the judicial and administrative judgments, orders, remediation plans, stipulations, awards, writs and injunctions applicable to any Mortgage Loan or Mortgage Servicing Right, and (v) all applicable legal and contractual obligations to or with any Insurer, Investor, or Governmental Entity applicable to any Mortgage Loan or Mortgage Servicing.

    Arbitrator: The meaning specified in Section 12.10(a) hereof.

    Assignment and Assumption Agreement: The meaning specified in Section 2.02(c)(iv) hereof.

    Assignment of Mortgage: An assignment of Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect the transfer of the Mortgage instrument identified therein from the transferor to the transferee named therein.

    Business Day: Any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in California, Florida or New York are authorized or obligated by law or by executive order to be closed.

    Cap: The meaning specified in Section 11.08 hereof.

    Closing: The consummation of a sale of Mortgage Servicing Rights relating to one or more Servicing Agreements pursuant to this Agreement.

    Collateral File: With respect to each Agency Mortgage Loan, that file containing the Mortgage Loan Documents or, as permitted by Applicable Requirements, copies thereof, required under the Applicable Requirements to be held by the Custodian; and, with respect to any other Mortgage Loan, that file containing the Mortgage Loan Documents or, as permitted by Applicable Requirements, copies thereof, that are both required pursuant to Applicable Requirements to be held by the Custodian and are necessary to service the Mortgage Loan in accordance with the Applicable Requirements.

    Cooperation Agreement: The meaning specified in the recitals.

    Corporate Advances: Collectively, any servicer Advance (other than a P & I Advance or a T & I Advance or the Advances referenced in clause (iv) of the definition thereof) made by Seller pursuant to a Servicing Agreement (or acquired from the FDIC) to inspect, protect, preserve or restore Mortgaged Properties or REO pending disposition thereof, or for similar or related purposes, including necessary legal fees and costs expended or incurred by Seller in connection with foreclosure, bankruptcy, eviction or litigation actions with or involving Mortgagors or third parties insofar as it relates to the servicing of the Mortgage Loans or REO, as well as costs to obtain clear title to such a property, to protect the priority of the lien created by a Mortgage Loan on such a property, and to manage and dispose of REO.

    3

    Credit and Servicing File(s): Those documents, which may be originals, copies or electronically imaged, pertaining to each Mortgage Loan, which are delivered to Purchaser in connection with the servicing of the Mortgage Loan, which will include originals or copies of the Mortgage Loan Documents, and all credit and servicing related documentation relating to the origination and servicing of such Mortgage Loan that (1) Seller was required to retain in its capacity as servicer of such Mortgage Loan in accordance with Applicable Requirements, and (2) that are necessary to (A) service such Mortgage Loan (or manage any related REO) or (B) otherwise perform the obligations of the servicer in accordance with the Applicable Requirements.

    Custodian: With respect to any Mortgage Loans and Servicing Agreements, each applicable document custodian holding the related Collateral Files for Seller, Purchaser or the applicable Investor, as applicable.

    Custodial Accounts: The accounts in which Custodial Funds are deposited and held by or for any servicer.

    Custodial Funds: All funds held by or for Seller with respect to the Mortgage Loans and REOs, including all principal and interest funds and any other funds due an Investor, buydown funds, funds for the payment of taxes, assessments, insurance premiums, ground rents and similar charges, funds from hazard insurance loss drafts and other mortgage escrow and impound amounts (including interest accrued thereon for the benefit of the Mortgagors under the Mortgage Loans, if required by law or contract) maintained by Seller relating to the Mortgage Loans.

    Cutoff Date: With respect to each Servicing Agreement, unless otherwise mutually agreed by the Parties or unless otherwise required under the Applicable Requirements, the following date under the “Cutoff Date” column below, as applicable:

    Category of Mortgage Loan Cutoff Date
    GNMA 1st Business Day of the month in which such Servicing Agreement is to be transferred hereunder
    Non-IndyMac-Issued Private Securitizations 2nd Business Day of the month in which such Servicing Agreement is to be transferred hereunder
    Freddie Mac 15th calendar day of the month in which such Servicing Agreement is to be transferred hereunder
    IndyMac-Issued Private Securitizations 16th calendar day of the month in which such Servicing Agreement is to be transferred hereunder
    Fannie Mae and all other Mortgage Loans not identified in the four rows above Last Business Day of the month in which such Servicing Agreement is to be transferred hereunder

    4

    DMDC: The meaning specified in Section 5.13 hereof.

    Effective Date: The date of this Agreement.

    Estimated Purchase Price: With respect to the Mortgage Servicing Rights acquired on a Sale Date, the amount that would constitute the Purchase Price for such Sale Date and such Mortgage Servicing Rights, except that such amount shall be calculated using the unpaid principal balance of the related Mortgage Loans based on the Estimation Date trial balance set forth in the preliminary Mortgage Loan Schedule provided by Seller for such Sale Date.

    Estimation Date: With respect to any Servicing Agreement (including any related Mortgage Servicing Right and Mortgage Loan), the day that would be the Cutoff Date for such Servicing Agreement in the month preceding the month in which the Cutoff Date occurs.

    Excess Servicing Rights Agreements: Each agreement executed by the applicable Agency, as the Investor, and Seller in connection with the delivery of certain stripped mortgage-backed securities to Seller in exchange for Seller’s “excess yield” on certain Mortgage Loans previously delivered by Seller to such Agency, as applicable.

    Excluded Liabilities: Any Losses and other liabilities, including any repurchase or make-whole obligations resulting from breaches of any Fannie Mae or Freddie Mac selling representations or warranties in respect of Agency Mortgage Loans (Fannie Mae or Freddie Mac) originated prior to March 19, 2009, provided, however, that Excluded Liabilities would not apply to (1) any Agency Mortgage Loans that are not subject to an Investor Consent and Waiver Letter or (2) any Losses or other liabilities that are not waived or otherwise released by Fannie Mae or Freddie Mac, as applicable, pursuant to the Investor Consent and Waiver Letters.

    Fannie Mae: The Federal National Mortgage Association or any successor thereto.

    Fannie Mae Side Letter: As defined in the Cooperation Agreement.

    FDIC: The Federal Deposit Insurance Corporation.

    FDIC Agreements: As defined in the Cooperation Agreement.

    FHA: The Federal Housing Administration or any successor thereto.

    Financing Amendment: Any amendment, consent or acknowledgement with respect to the terms of any Non-Agency Servicing Agreement to allow for the financing of Advances by Purchaser on commercially reasonable terms.

    Freddie Mac: The Federal Home Loan Mortgage Corporation or any successor thereto.

    5

    Fundamental Reps: (a) With respect to Seller, Sections 4.01 (Due Organization and Good Standing), 4.02 (Authority and Capacity), 4.03 (Title to the Purchased Assets) and 5.01(b)(i) (Mortgage Servicing Rights) and (b) with respect to Purchaser, Sections 6.01 (Due Organization and Good Standing) and 6.02 (Authority and Capacity).

    GNMA: The Government National Mortgage Association or any successor thereto.

    GNMA Agency Loans: Any Mortgage Loan sold to and/or pooled by GNMA to secure or otherwise support any a mortgage pass-through security, collateralized mortgage obligation, REMIC or other security issued or guaranteed by GNMA.

    GNMA Mortgage Pool: One or more Mortgage Loans that have been aggregated pursuant to the requirements of GNMA and have been pledged to secure or support payments on specific securities or participation certificates or whole loan pools.

    Governmental Entity: Any federal, state or local governmental authority, agency, commission or court or self-regulatory authority or commission, including any Agency, the Consumer Financial Protection Bureau and the Regulator.

    Guides: As of the time of reference, (a) the handbooks of HUD and the VA, (b) the Fannie Mae Selling and Servicing Guides, (c) the Freddie Mac Sellers’ and Servicers’ Guides, and (d) the GNMA Mortgage Backed Securities Guides, as in effect at the relevant time.

    HAMP: The Home Affordable Modification Program, a part of the Making Home Affordable Program, a program of the U.S. Department of Treasury.

    HARP: The Home Affordable Refinance Program, a program of the U.S. Department of Treasury.

    HELOC Mortgage Loan: A Mortgage Loan that is a home equity line of credit.

    HUD: The United States Department of Housing and Urban Development or any successor thereto.

    In Bankruptcy: Describes a Mortgage Loan with respect to which the Mortgagor: (i) has made an assignment for the benefit of creditors or petitioned or applied to any tribunal for the appointment of a custodian, receiver or trustee for him or for a substantial part of his assets; (ii) has commenced any proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iii) has pending against him any such petition, application or proceeding.

    In Foreclosure: Describes a Mortgage Loan with respect to which a foreclosure proceeding, sale under power of sale proceedings, or other proceedings for the acquisition of title to the Mortgaged Property based upon a default by the Mortgagor, have been instituted and are pending or have been completed, or a deed in lieu of foreclosure has been accepted or is pending, or a Mortgage Loan that that has been referred to an attorney for the commencement of any such proceedings.

    6

    In Litigation: Describes a Mortgage Loan or REO that is the subject of pending litigation (other than uncontested litigation that has been brought by Seller seeking judicial declaration of foreclosure and similar forms of uncontested litigation initiated by Seller) involving Seller, the FDIC, any originator, any prior servicer or any Investor of the Mortgage Loan or REO.

    Initial Cutoff Date: The Cutoff Date relating to the Initial Sale Date.

    Initial Sale Date: The first Sale Date to take place in accordance with the terms of this Agreement, as provided in the definition of “Sale Date.”

    Insurer: (i) A Person who insures or guarantees all or any portion of the risk of loss on any Mortgage Loan, any Agency and any provider of private MI, hazard insurance, flood insurance, earthquake insurance or title insurance with respect to any Mortgage Loan, Mortgaged Property or REO, as the case may be, including any Governmental Entity or (ii) a Person who provides, with respect to any Servicing Agreement or any Applicable Requirement, any fidelity bond, direct surety bond, letter of credit or errors and omissions policy.

    Investor: Any Agency, private investor, trust, mortgage-backed securities certificate insurer or other Person who owns or holds Mortgage Loans or any interest therein (including any trustee on behalf of any holders of any related mortgage-backed securities, and not the holders of such related mortgage- backed securities) serviced by Seller pursuant to any Servicing Agreement, provided, that if Seller only owes Servicing obligations to a master servicer or Person other than the owner, holder or committed purchaser of a Mortgage Loan or any interest therein (including any trustee on behalf of any holders of any related mortgage-backed securities) under a Non-Agency Servicing Agreement, such master servicer or other Person shall be deemed to be the Investor for the purposes of this Agreement.

    Investor Consent and Waiver Letters: The meaning specified in Section 8.05 hereof.

    Knowledge: When used in respect of either Party, means the actual knowledge of the executive officers of such Party, without a requirement of inquiry.

    Legacy Litigation Claim: Any (1) litigation, action, suit or arbitration that is pending as of the relevant Sale Date against Seller that relates to any act or omission prior to such Sale Date by Seller, any prior servicer, subservicer or originator in respect of any of the related Mortgage Loans or Mortgage Servicing Rights, (2) litigation, action, suit or arbitration that relates to any act or omission prior to such Sale Date that is commenced against Seller (unless Purchaser or an Affiliate of Purchaser is also a named party) within 90 days following such Sale Date (provided that no litigation, action, suit or arbitration shall qualify as a Legacy Litigation Claim under this subsection if such litigation, action, suit or arbitration was previously commenced against Purchaser or any Affiliate of Purchaser and Seller was later substituted as a defendant in place of Purchaser or any Affiliate of Purchaser, or if such litigation, action, suit, or arbitration was previously commenced against Purchaser or any Affiliate of Purchaser and, following the dismissal of such matter, a litigation, action, suit or arbitration arising out of the same set of operative facts was subsequently commenced by the same plaintiff against Seller), (3) litigation, action, suit or arbitration that relates to any act or omission prior to such Sale Date by Seller, any prior servicer, subservicer or originator in respect of any of the related Mortgage Loans or Mortgage Servicing Rights with respect to which such action has been threatened to be initiated against Seller, which threat has been communicated to Seller in writing by an attorney prior to the relevant Sale Date in a manner that puts Seller on notice of the reasonable possibility of litigation or other legal action relating to such matter, and (4) litigation, action, suit or arbitration referenced on the Supplemental Due Diligence Information memorandum dated May 6, 2013 provided by Seller to Purchaser under the captions “Litigation – Assured”, “Litigation – City of Los Angeles v. Deutsche Bank,” “Litigation – City of Los Angeles v. U.S. Bank,” “Putative Class Actions” (including the matters referenced in the identified folder on the FTP due diligence site). No claim by any Agency for Agency Fees shall be deemed to be a Legacy Litigation Claim, it being understood that the responsibility for Agency Fees is addressed in Section 11.06.

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    Loss or Losses: Any and all losses, liabilities, obligations, damages, deficiencies, claims, costs, penalties, fines, curtailments or expenses, including reasonable attorneys’ fees and disbursements, and expenses and costs of investigation and litigation.

    MERS: Mortgage Electronic Registration Systems, Inc., or any successor thereto.

    MI: The default insurance provided by private mortgage insurance companies on certain Mortgage Loans, whether lender-paid or borrower-paid.

    Mortgage: The mortgage, mortgage deed, deed of trust or other instrument creating a lien upon real property securing the Mortgage Note and related to a Mortgage Loan; except that, with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure and create a lien upon a leasehold estate of the Mortgagor, as the case may be, including any riders, addenda, assumption agreements or modifications relating thereto.

    Mortgage Loan: Each of those mortgage loans described in the Mortgage Loan Schedule, as the same may be amended and updated pursuant to Section 2.01 hereof.

    Mortgage Loan Documents: With respect to each Mortgage Loan, (i) the original Mortgage Loan documents held by the Custodian, including the Mortgage Note (or, if such document is missing, to the extent permitted under the Applicable Requirements, an equivalent or replacement document, such as a lost note affidavit), and if applicable, cooperative mortgage loan related documents and a power of attorney, a consolidation, extension, assumption and modification agreement, or other modification documents and (ii) all documents required by an Investor to be held by the Custodian under the Applicable Requirements.

    Mortgage Loan Schedule: On the Effective Date, the preliminary Mortgage Loan Schedule shall be represented by Exhibit A , which will identify all Mortgage Loans for which Mortgage Servicing Rights are eligible for sale hereunder as of April 30, 2013. The final Mortgage Loan Schedule shall include the mortgage loans included on the preliminary Mortgage Loan Schedule (unless such Mortgage Loans have paid off or have been repurchased from an Investor as of the applicable Cutoff Date), together with any Pipeline Mortgage Loans. The final Mortgage Loan Schedule shall set forth the information with respect to each Mortgage Loan for which Mortgage Servicing Rights are to be sold hereunder and shall indicate whether a Mortgage Loan has been charged off by Seller, and each such schedule may be delivered in electronic form (and the Mortgage Loan Schedule shall include the fields included in Exhibit A as well as such other fields as Purchaser and Seller may reasonably agree, negotiating in good faith). The final Mortgage Loan Schedule may also exclude (a) those Mortgage Loans relating to the Mortgage Servicing Right sales identified on Schedule 1.01(A), and (b) Mortgage Loans with an aggregate unpaid principal balance as of April 30, 2013 up to 1.5% of the aggregate unpaid principal balance of the Mortgage Loans on the preliminary Mortgage Loan Schedule attached hereto as Exhibit A to the extent resulting from ordinary course business transfers or settlement negotiations arising prior to the related Cutoff Date.

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    Mortgage Note: With respect to any Mortgage Loan, the note or other evidence of indebtedness of the Mortgagor thereunder, including, if applicable, allonges and lost note affidavits.

    Mortgage Servicing Rights: The rights and responsibilities with respect to servicing the Mortgage Loans under the Servicing Agreements, including any and all of the following if and to the extent provided therein: (a) all rights to service a Mortgage Loan; (b) all rights to receive Servicing Fees and Ancillary Income, including Accrued Servicing Fees but excluding Seller Retained Ancillary Income; (c) the right to collect, hold and disburse escrow payments or other payments with respect to the Mortgage Loan and any amounts actually collected with respect thereto and to receive interest income on such amounts to the extent permitted by Applicable Requirements; (d) all accounts and other rights to payment related to any of the property described in this paragraph; (e) possession and use of any and all Credit and Servicing Files pertaining to the Mortgage Loan or pertaining to the past, present or prospective servicing of the Mortgage Loan; (f) all agreements or documents creating, defining or evidencing any such Mortgage Servicing Rights and all rights of Seller thereunder, including any clean-up calls and termination options; (g) all rights to reimbursement for any unreimbursed Advances as of the related Cutoff Date, or other expenses and costs, on or after the related Cutoff Date to which Seller, in its capacity as servicer, may be entitled pursuant to the related Servicing Agreements; (h) to the extent applicable and subject to the restrictions in Section 7.13(b), all rights and benefits relating to the direct solicitation of the related Mortgagors for refinance or modification of the Mortgage Loans and attendant right, title and interest in and to the list of such Mortgagors and data relating to their respective Mortgage Loans; and (i) all rights, powers and privileges incident to any of the foregoing, including any right to manage any related REO; provided, however, that the term Mortgage Servicing Rights shall not include any obligations of Seller as a seller of Mortgage Loans under the Servicing Agreements (or related transaction agreements), including any obligations in connection with any representations or warranties with respect to the related Mortgage Loans made by Seller as seller or any obligation to remedy breaches of any representations or warranties with respect to the origination of the Mortgage Loans or any other obligation of Seller in its capacity as a seller of the Mortgage Loans thereunder.

    Mortgaged Property: Any real or other property permitted by Applicable Requirements securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property, improved by a residential dwelling, or other property permitted by Applicable Requirements.

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    Mortgagor: An obligor or co-signer under a Mortgage Loan and his/her successors in title to the Mortgaged Property.

    Non-Agency Servicing Agreement: Each Servicing Agreement pursuant to which Seller services Mortgage Loans on behalf of any Investor other than an Agency (as each such Servicing Agreement has been amended from time to time), all of which, for the avoidance of doubt, are, or upon updating in accordance with Section 5.01(c)(i) shall be, set forth on Schedule 5.01(c)(i).

    Net Servicing Fees: The base, monthly Servicing Fees based on a percentage of the outstanding or stated principal balance of the Mortgage Loans payable to the owner of the Mortgage Loan as of the origination of such Mortgage Loan, less (i) lender-paid mortgage insurance, and (ii) any other components of the Servicing Fees that Seller is not entitled to retain as compensation pursuant to a Servicing Agreement.

    Non-Qualified Advance: With respect to a Servicing Transfer Date, an Advance made by Seller under a Servicing Agreement to a third party that is not payable (without regard to the credit quality of the source of payment) from either (x) the applicable Investor or proceeds of the Mortgage Loans collected pursuant to the applicable Servicing Agreement, or (y) the applicable Mortgagor on a Mortgage Loan pursuant to the terms of the Mortgage Loan Documents and applicable law in effect as of the related Sale Date because, in either case, (a) such advance does not qualify as an Advance eligible for reimbursement, (b) Seller has made a determination that such advance is not eligible for reimbursement from either of the sources referenced in clauses (x) or (y) above, or (c) reasonable documentation as to the type and amount of such Advance is not available and as a result such Advance is not eligible for reimbursement. For the avoidance of doubt, (i) the fact that an Advance is not reimbursable as a result of a failure of the applicable Investor or Mortgagor to pay such Advance, or that such Advance would not reasonably be expected to be collectible as a result of the creditworthiness of the applicable Investor or Mortgagor, shall not in and of itself constitute a basis to determine that such Advance is a Non-Qualified Advance and (ii) with respect to GNMA Agency Loans, Non-Qualified Advances shall not include ordinary program deductions from the calculation of insurance or guaranty benefits of the FHA or VA not relating to a servicer breach under Applicable Requirements.

    Order: Any order, injunction, judgment, decree, ruling, writ, assessment, agreement or arbitration award of a Governmental Entity.

    P & I Advances: Principal and interest advances made by Seller (or acquired from the FDIC) in accordance with the applicable Servicing Agreement.

    Party/Parties: The meaning specified in the preamble of this Agreement.

    Person: Any individual, partnership, corporation, limited liability company, business entity, banking entity, joint stock company, trust, unincorporated organization, joint venture or other entity.

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    Pipeline Mortgage Loans: All of the Fannie Mae Mortgage Loans with respect to which there is a rate lock or similar commitment entered into by Seller before the close of business on the Cutoff Date in respect of the Fannie Mae Mortgage Loans, but in respect of which such Agency Mortgage Loan has not been funded and/or processed, pooled and sold by Seller as of such Cutoff Date. The Mortgage Servicing Rights in respect of such Pipeline Mortgage Loans shall be sold hereunder in accordance with the terms of this Agreement provided that they are processed, pooled and sold by Seller to Fannie Mae prior to the Termination Date.

    Powers of Attorney: The meaning specified in Section 2.03(b) hereof.

    Purchase Price: With respect to each Mortgage Loan (other than a Pipeline Mortgage Loan and a Specified HARP Loan) and REO, the product of the unpaid principal balance (as of the corresponding Cutoff Date) associated with such Mortgage Loan or REO, as applicable, as to which the related Mortgage Servicing Rights are sold on the Sale Date, multiplied by the applicable Purchase Price Percentage. With respect to each Pipeline Mortgage Loan and Specified HARP Loan, the Purchase Price will be equal to (1) the Net Servicing Fee of such Pipeline Mortgage Loan, multiplied by (2) the unpaid principal balance (as of the corresponding Cutoff Date) of such Pipeline Mortgage Loan (or, in respect of Specified HARP Loans, the unpaid principal balance as of the corresponding Cutoff Date) of such Pipeline Mortgage Loan or Specified HARP Loan, multiplied by (3) three (3.0) (if such Pipeline Mortgage Loan or Specified HARP Loan is a fixed interest rate loan of thirty (30) years or more in duration) or two and a half (2.5) (if such Pipeline Mortgage Loan or Specified HARP Loan is a variable interest rate loan and/or if it is for a period of less than thirty (30) years in duration).

    Purchase Price Percentage: With respect to each Mortgage Loan and REO, the applicable percentage set forth on Schedule 1.01(B) used in connection with the calculation of the Purchase Price with respect to the Mortgage Servicing Rights related to such Mortgage Loan or REO. For the avoidance of doubt, the Purchase Price Percentage for any Mortgage Loan or REO that has been charged off by Seller as identified on the Mortgage Loan Schedule shall be 0% (but the unreimbursed Advances made in respect of such charged off Mortgage Loans or REOs, other than Non-Qualified Advances, shall be included in the Advance Reimbursement Amount to the extent provided in the definition of “Advance Reimbursement Amount”).

    Purchased Assets: The meaning specified in Section 2.01 hereof.

    Purchaser: The meaning specified in the preamble.

    Purchaser Material Adverse Effect: A material adverse effect upon the ability of Purchaser to consummate the transfer of the relevant Purchased Assets or perform its obligations under the Transaction Documents with respect thereto, provided, that, for purposes of this Agreement, a Purchaser Material Adverse Effect shall not include any such effect to the extent resulting from (i) changes to the housing or mortgage market or the mortgage servicing industry generally; (ii) the announcement or disclosure of the Transactions; (iii) general economic, regulatory or political conditions or changes in the United States, including with respect to financial, banking or securities markets; (iv) military action or acts of terrorism; or (v) changes in law or the Applicable Requirements that become effective after the date hereof that Purchaser is required to adopt in accordance therewith. For purposes of determining whether a Purchaser Material Adverse Effect has taken place, the Parties will not take into account any Losses that would be indemnifiable under Article XI (and giving effect to any application of the limitations set forth in Section 11.08).

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    Recourse Servicing: Mortgage Servicing Rights with respect to which the servicer, pursuant to the applicable Guide or a Servicing Agreement or any other Applicable Requirements, has an obligation or liability with respect to any Mortgage Loan (A) for Losses incurred in connection with the foreclosure or other disposition of, or other realization or attempt to realize upon the collateral securing, such Mortgage Loan (including Losses relating to loss mitigation or obtaining deeds in lieu of foreclosure); (B) to repurchase such Mortgage Loan in the event that the Mortgagor of such Mortgage Loan is in bankruptcy, or the Mortgage Loan is in foreclosure or in litigation; or (C) to repurchase such Mortgage Loan in the event of a delinquency or other payment default thereunder by the Mortgagor except, in each case, for any such obligation or liability arising from a failure by a servicer or any predecessor servicer to service and administer a Mortgage Loan in accordance with Applicable Requirements. For the avoidance of doubt, any ordinary Servicing obligations under the GNMA Mortgage Backed Securities Guides shall not be deemed to constitute “Recourse Servicing.”

    Regulator: The Office of the Comptroller of the Currency or any successor thereto or other Governmental Entity having jurisdiction over Seller or Purchaser.

    Related Escrow Accounts: Mortgage Loan escrow/impound accounts maintained by Seller relating to the Mortgage Servicing Rights, including accounts for buydown funds, real estate taxes and MI, flood and hazard insurance premiums.

    Related Parties: With respect to a Person, such Person’s officers, directors, shareholders, partners, members, owners, employees, agents, attorneys, Affiliates and advisors.

    REO: A Mortgaged Property described in the Mortgage Loan Schedule, as the same may be amended and updated pursuant to Section 2.01, acquired by Seller for its own account or on behalf of an Investor through foreclosure or by deed in lieu of foreclosure.

    Retained Servicing Rights: The meaning specified in Section 10.01(c) hereof.

    Rules: The meaning specified in Section 12.10 hereof.

    Sale Date: With respect to any Closing, the date of consummation of such Closing. The occurrence of the Initial Sale Date shall be subject to satisfaction or waiver of the conditions set forth in Article VIII and Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction), and shall take place on the first Business Day following the Cutoff Date for the applicable Mortgage Servicing Rights to be transferred, provided, that the Initial Sale Date shall be no earlier than July 31, 2013 (or such other date as may be mutually agreed to in writing by Seller and Purchaser). Thereafter, a Sale Date in respect of any Trailing Purchased Assets with respect to which the conditions set forth in Article VIII and Article IX are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction or waiver) shall take place on the first Business Day following the Cutoff Date for the applicable Mortgage Servicing Rights to be transferred (or such other date as may be mutually agreed to in writing by Seller and Purchaser). The Sale Date with respect to the Closing of Mortgage Servicing Rights related to any Pipeline Mortgage Loans shall be the date that such Mortgage Loans are pooled by Seller for sale to an Agency.

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    SCRA: The meaning specified in Section 5.13 hereof.

    Seller: The meaning specified in the preamble.

    Seller Material Adverse Effect: A material adverse effect on (a) the applicable portion (taken as a whole) of the Purchased Assets (including the relevant Mortgage Servicing Rights) being sold on the related Sale Date, or (b) the ability of Seller to consummate the transfer of the relevant Purchased Assets or perform its obligations under the Transaction Documents with respect thereto; provided, that, for purposes of this Agreement, a Seller Material Adverse Effect shall not include any such effect to the extent resulting from (i) changes to the housing or mortgage market or the mortgage servicing industry generally; (ii) the announcement or disclosure of the Transactions; (iii) general economic, regulatory or political conditions or changes in the United States, including with respect to financial, banking or securities markets; (iv) military action or acts of terrorism; or (v) changes in law or the Applicable Requirements that become effective after the date hereof that Seller is required to adopt in accordance therewith. For purposes of determining whether a Seller Material Adverse Effect has taken place, the Parties will not take into account any Losses that would be indemnifiable under Article XI (and giving effect to any application of the limitations set forth in Section 11.08).

    Seller Paid Agency Fees: Either (i) Agency Fees relating to Mortgage Loans for which foreclosure was completed on or prior to the date that is ninety (90) days following the applicable Servicing Transfer Date or (ii) in the case of a loan repurchase claim described in Section 11.06(iv) that relates to a Mortgage Loan for which foreclosure was completed on or prior to the date that is ninety (90) days following the applicable Servicing Transfer Date, the amount payable to the Agency in connection with such loan repurchase.

    Seller Retained Ancillary Income: With respect to any Servicing Agreement, (i) all HAMP servicer incentive fees earned, but unpaid, as of the related Servicing Transfer Date, and (ii) all other Ancillary Income accrued, but unpaid, as of the related Servicing Transfer Date and collected on or prior to the 90th day following such Servicing Transfer Date.

    Servicing: The responsibilities with respect to servicing the Mortgage Loans under the Applicable Requirements, whether performed as a servicer (including master servicer), subservicer or interim servicer.

    Servicing Agreement Consent: Any consent, approval or authorization that is required from an Investor or any other third party (including any Governmental Entity) in order to assign or otherwise transfer such Servicing Agreement or related Mortgage Servicing Rights to Purchaser pursuant to the terms of this Agreement (including, with respect to Mortgage Servicing Rights related to Pipeline Mortgage Loans, any Agency consent, approval or authorization necessary to process, pool and/or sell such Pipeline Mortgage Loans), which consent, approval or authorization shall satisfy the Applicable Requirements under such Servicing Agreement, if any, with respect to the assignment or transfer of the Servicing Agreement and related Mortgage Servicing Rights to, and assumption of the Servicing Agreement and related Mortgage Servicing Rights by, Purchaser pursuant to the terms of this Agreement.

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    Servicing Agreements: The contracts, and all applicable rules, regulations, procedures, manuals and guidelines incorporated therein, defining the rights and obligations of the Investor and servicer, with respect to the Mortgage Servicing Rights, consisting of, as applicable, the Non-Agency Servicing Agreements and the contracts and other documents, including the Guides (as each such contract and other document has been amended from time to time), and including waivers approved by an Investor, and including the Excess Servicing Rights Agreements, under which Seller or Purchaser, as applicable, is obligated to Service the Mortgage Loans relating to the Mortgage Servicing Rights.

    Servicing Fees: All base servicing fees payable to Seller under the applicable Servicing Agreements, including each servicing fee payable based on a percentage of the outstanding or stated principal balance of the Mortgage Loans and any payments received in respect of the foregoing and proceeds thereof.

    Servicing Transfer Date: With respect to each Mortgage Servicing Right, the Sale Date of such Mortgage Servicing Right.

    Servicing Transfer Instructions: The instructions detailing the procedures pursuant to which Seller shall effect each transfer of the Mortgage Servicing Rights, Advances, Custodial Funds, Credit and Servicing Files and Collateral Files to Purchaser, a sample of which is attached hereto as Exhibit E, as such document will be finalized by the Parties as contemplated by Section 2.04.

    Specified HARP Loan: A Mortgage Loan that is funded and/or processed, pooled and sold by Seller at any point from and after May 1, 2013 through the relevant Sale Date pursuant to a refinancing of a Mortgage Loan pursuant to HARP. The Specified HARP Loans shall be accurately identified as such by Seller in the relevant final Mortgage Loan Schedule.

    Subject Month: The meaning specified in Section 3.04 hereof.

    T & I Advances: Advances made pursuant to a Servicing Agreement (or acquired from the FDIC) by Seller for the payment of taxes and insurance amounts due with respect to the Mortgage Loans and REOs, in accordance with the applicable Servicing Agreement.

    Termination Date: January 31, 2014.

    Termination Fee: The meaning specified in Section 10.02(b) hereof.

    Third Party Claim: The meaning specified in Section 11.05 hereof.

    Trailing Documents: Mortgage Loan Documents that are required by an Investor pursuant to Applicable Requirements to be part of the Collateral File that, as of the time of reference, (i) are in the custody of Seller’s counsel in accordance with Applicable Requirements or (ii) have been submitted for recording and have not yet been returned to Seller by the applicable recording office.

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    Trailing Purchased Assets: The meaning specified in Section 2.02(a) hereof.

    Transaction Documents: This Agreement, any Assignment and Assumption Agreements, the Powers of Attorney and the Cooperation Agreement (including, in each case, any and all exhibits, schedules and attachments to any such documents and any other documents executed or delivered in connection therewith).

    Transactions: With respect to any Sale Date, the sale of the related Purchased Assets by Seller to Purchaser and the other transactions contemplated by this Agreement with respect to such Sale Date.

    Uncapped Seller Amounts: Any Losses relating to repurchase obligations, make whole obligations or other fees or penalties imposed by an Agency (other than Agency Fees) relating to breaches of representations and warranties by, or acts or omissions of, Seller, any prior servicer, subservicer or originator arising on or prior to the applicable Servicing Transfer Date for which a written claim as been made on or prior to the applicable Servicing Transfer Date or within ninety (90) days following the applicable Servicing Transfer Date.

    United States Treasury: The Department of the Treasury of the United States.

    VA: The United States Department of Veterans Affairs and any successor thereto.

    Section 1.02 General Interpretive Principles.

    For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

    (a) The terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

    (b) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

    (c) References herein to “Articles”, “Sections”, “Subsections”, “Paragraphs”, and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

    (d) A reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

    (e) The words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and

    (f) The term “include” or “including” shall mean without limitation by reason of enumeration.

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    (g) For the avoidance of doubt and notwithstanding anything herein to the contrary, any provision of this Agreement which allocates liability or risk to Seller, including Seller’s indemnification obligations under Section 11.02, with respect to any Person’s (other than Seller’s) actions or omissions with respect to any Mortgage Loan, shall not be deemed to be an admission of liability or risk by Seller to any Person other than to Purchaser pursuant to the terms of this Agreement.

    ARTICLE II

    SALE AND TRANSFER OF SERVICING

    Section 2.01 Items to be Sold.

    Subject to, and upon the terms and conditions of this Agreement, Seller shall, as hereinafter provided, sell, transfer, and deliver to Purchaser all of Seller’s right, title and interest in and to the Mortgage Servicing Rights, including its right, title and interest in the Accrued Servicing Fees (other than Seller Retained Ancillary Income), Custodial Funds, Collateral Files and Credit and Servicing Files (collectively, the “Purchased Assets”), and Purchaser agrees to purchase such right, title and interest in and to the Purchased Assets and to assume all of Seller’s obligations under the related Servicing Agreements and other Purchased Assets, subject to the limitations set forth in Section 7.12(b) and subject to the indemnification provisions set forth in Article XI. Seller and Purchaser acknowledge and agree that the Mortgage Loan Schedule will be preliminary on the related Sale Date and will not fully account for Mortgage Loans or REOs that may have been fully pre-paid or liquidated prior to the corresponding Cutoff Date. No later than ten (10) Business Days after the related Sale Date, Seller shall complete and provide to Purchaser a final Mortgage Loan Schedule with respect to the Mortgage Servicing Rights sold on such Sale Date.

    Section 2.02 Sale Dates.

    (a) Statement of Intent. It is the intent of the Parties that (i) as many Purchased Assets as reasonably practicable shall be sold to the Purchaser on the Initial Sale Date, (ii) if the Initial Sale Date has occurred, but to the extent that not all of the relevant Servicing Agreement Consents have been obtained as of the Initial Sale Date and as a result not all of the Mortgage Servicing Rights eligible for sale hereunder have been transferred, then, at Seller’s option, the Parties will negotiate in good faith to enter into a subservicing arrangement to effect a transfer of the rights and responsibilities of any Purchased Assets that are not sold at the Initial Sale Date (the “Trailing Purchased Assets”), (iii) as Servicing Agreement Consents for Trailing Purchased Assets are received, such Trailing Purchased Assets shall be sold to Purchaser in subsequent Closings as provided herein, and (iv) any Trailing Purchased Assets that have not been sold to Purchaser as of the Termination Date will not be sold hereunder.

    (b) Purchased Assets.

    (i) Subject to the terms and conditions of this Agreement, including the receipt of the applicable Servicing Agreement Consents, on each Sale Date, all legal, beneficial and equitable ownership of and to the applicable Purchased Assets shall be sold, assigned, transferred, conveyed and delivered by Seller to Purchaser, and Purchaser shall purchase from Seller, all legal, beneficial and equitable ownership of and to such Purchased Assets, free and clear of all liens, and shall assume all of Seller’s obligations under the related Servicing Agreements and other Purchased Assets, subject to the limitations set forth in Section 7.12(b) and subject to the indemnification provisions set forth in Article XI.

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    (ii) For the avoidance of doubt, if the Servicing Agreement Consents for any Servicing Agreements are not obtained prior to the Termination Date, then the Purchased Assets relating to such Servicing Agreements shall not be purchased by Purchaser and will not be sold hereunder.

    (c) Deliverables. The following documents shall be exchanged between the Parties (as applicable) on or prior to each Sale Date:

    (i) The duly executed corporate resolutions of Purchaser regarding the Transactions certified by an appropriate officer and the certificate of Purchaser required by Section 9.03; provided that such resolutions and certificate of Purchaser will be required to be delivered only on the Initial Sale Date;

    (ii) The duly executed corporate resolutions of Seller regarding the Transactions certified by an appropriate officer and the certificate of Seller required by Section 8.06; provided that such resolutions and certificate of Seller will be required to be delivered only on the Initial Sale Date;

    (iii) All Servicing Agreement Consents required to be obtained by Seller with respect to the Servicing Agreements for which the related Mortgage Servicing Rights are being sold on such Sale Date; and

    (iv) Duly executed signature pages of each of Purchaser and Seller, as the case may be, of an Assignment and Assumption Agreement in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”).

    Section 2.03 Servicing Transfer Dates.

    On each Servicing Transfer Date:

    (a) Purchaser shall assume responsibility for Servicing, and Seller shall cease all Servicing activity related to the Mortgage Loans transferred on such Servicing Transfer Date; and

    (b) Seller shall provide Purchaser with executed Powers of Attorney in the form attached hereto as Exhibit H (the “Powers of Attorney”) to be used by Purchaser as necessary for Purchaser to service the applicable Mortgage Loans and REOs subject to the related Servicing Agreements in accordance with Applicable Requirements.

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    Section 2.04 Servicing Transfer Instructions.

    In connection with each transfer of the Mortgage Servicing Rights from Seller to Purchaser pursuant to this Agreement, Seller and Purchaser shall follow the Servicing Transfer Instructions and the Servicing Agreements in all material respects. In any instance in which the Servicing Transfer Instructions conflict with the terms of this Agreement, this Agreement shall control. A sample of the Servicing Transfer Instructions is attached as Exhibit E. The Parties agree to cooperate in good faith to negotiate a final version of the Servicing Transfer Instructions within ten (10) Business Days following the Effective Date.

    ARTICLE III

    CONSIDERATION

    Section 3.01 Purchase Price.

    (a) In full consideration for the sale of the Mortgage Servicing Rights to be sold on a Sale Date pursuant to Section 2.02 and subject to the terms and conditions of this Agreement, Purchaser shall pay to Seller the applicable Purchase Price in accordance with this Section 3.01.

    (b) On each Sale Date other than a Sale Date related to Pipeline Mortgage Loans, Purchaser shall pay to Seller a sum equal to 100% of the applicable Estimated Purchase Price for the related Mortgage Servicing Rights to be acquired on such Sale Date, which payment shall be made immediately following the related Closing, by wire transfer of immediately available federal funds, to an account designated by Seller. With respect to each Sale Date related to any Pipeline Mortgage Loans, Purchaser shall pay to Seller a sum equal to 100% of the applicable Purchase Price for the related Mortgage Servicing Rights acquired on the related Sale Date, which payment shall be made on the Business Day following the date that Seller receives payment from the applicable Investor for such Mortgage Loans pursuant to the applicable Guide, by wire transfer of immediately available federal funds, to an account designated by Seller.

    (c) No later than five (5) Business Days prior to each Sale Date other than a Sale Date related to Pipeline Mortgage Loans, Seller shall complete and provide to Purchaser, (i) the preliminary Mortgage Loan Schedule for such Sale Date and (ii) (A) its calculation of the Estimated Purchase Price for the Mortgage Servicing Rights to be purchased on such Sale Date, and (B) its calculation of the Advance Reimbursement Amount in respect of such Mortgage Loans, which calculations shall be based on information regarding the Mortgage Loans as of the previous Estimation Date trial balance that is included in such preliminary Mortgage Loan Schedule. Purchaser and Seller shall cooperate in good faith to reconcile and confirm the calculation of the Estimated Purchase Price and such Advance Reimbursement Amount for the Mortgage Servicing Rights being acquired on each Sale Date, it being understood that if Purchaser and Seller are unable to agre

  11. Thanx for the documentation! Any and all info is great to have on hand while dealing with these asshats! Thanx again!

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  15. Jesse Sanchez · · Reply

    Just found this blog while search for Ocwen’s credibility since my Indymac loan was also sold after my first month trial period. What has been the outcome so far with some of you? Have you made all 3 trial payments and completed the loan modification process or have you been stalled by Ocwen? Please provide feedback. I’m on my 2nd trial payment and weary of their competence. For the meantime, I’m documenting all my records and contact with them. Thanks.

  16. Consider it like this: I make you a loan and you sign the deed and note in favor of me. Then I take the paperwork to a pawn shop and borrower money against it. You stop making the payments. I can’t foreclose on you legally unless I posses all the paperwork, but I can’t get it out of the pawn shop until I pay them back. So I fabricate paperwork to try to foreclose on you so that I can gain access to your property, so that I can get the property, sell it and then pay back the pawn shop. All this servicing transfer hocus pocus is just that. The pawn shop (Fed Treasury) took the paperwork and sold it or just pledged it, at a discount, to foreign national banks in bonds (I’ll give you 80% cash for the face value to make 20% more in 5 years). The foreign nationals want their money – not property. But the pawn shop took all 4 documents (the original note, the 3 certified copies of the note AND the deed of trust and capitalized on all 4, plus they sold the rights to collect the payments as well. Now there are 4 or more unknown folks waiting for their money. This Ocwen transfer is a sale of WHAT?The right to collect on nonperforming loans? or is it just a Ponzi to gather up more investors to keep the Ponzi going? Onewest Bank made a request to the Federal Home Loan Bank Board of SF to become a N.A. instead of a F.S.B. This transfer must have something to do with that. For those folks in a law suit with Onewest, when Onewest assigns the deed of trust to Ocwen, in the middle of the lawsuit, the judge won’t allow Ocwen to be added to the suit, even though the assignment states “for valuable consideration” the assignment was made. Onewest made a statement that they only had an “interest” in the note. Why would the “certified a true copy” signed by the settlement agent COPY OF YOUR NOTE endorsed by IndyMac? (that’s like making a copy of a check someone gives you and endorsing it and using it to get your cash.) Did they endorse all 3 copies (settlement agent was required to send original and 3 certified copies) upon funding/settlement back to IndyMac Funding Dept.) In another case, they brought 2 original notes for same loan into the court (one hand didn’t know what the other was doing).

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