Exhibit 10.9


 


Execution Copy







 






 


SUBSERVICING SUPPLEMENT







dated as of May 1, 2012







between







OCWEN LOAN SERVICING, LLC







and







HLSS HOLDINGS, LLC





 







     

     

    



	 	Contents	 
	Clause	 	Page
	 	 	 
	 	 	 
	 	 	 
	ARTICLE I.	DEFINITIONS	1
	1.1	Definitions	1
	ARTICLE II.	SUBSERVICING	3
	2.1	Engagement as Subservicer	3
	2.2	Servicing Transfer Procedures	3
	2.3	Reference to Master Subservicing Agreement	3
	ARTICLE III.	SERVICING FEES	3
	3.1	Base Subservicing Fee	3
	3.2	Performance Fee	4
	ARTICLE IV.	MISCELLANEOUS	4
	4.1	Incorporation	4
	4.2	Third Party Beneficiaries	4
	 	 	 
	 	 	 
	 SCHEDULE I	Servicing Agreements	 
	 SCHEDULE II	Retained Servicing Fee Percentage	 
	 SCHEDULE III	Target Ratio Schedule	 












 







     

     

    
 





SUBSERVICING
SUPPLEMENT


This
SUBSERVICING SUPPLEMENT, dated as of May 1, 2012 (this “Subservicing Supplement”), is by and between HLSS HOLDINGS,
LLC, a Delaware limited liability company (“Servicer”), and OCWEN LOAN SERVICING, LLC, a Delaware limited liability
company (“Ocwen”).


RECITALS:


WHEREAS,
as of the applicable Servicing Transfer Date (as defined herein), Servicer will become the servicer of certain Mortgage Loans
(as defined in the Master Subservicing Agreement) pursuant to the terms of those certain pooling and servicing agreements or other
servicing agreements listed in Schedule I hereto; and


WHEREAS,
Servicer and Ocwen are parties to that certain Master Subservicing Agreement dated as of February 10, 2012 (the “Master
Subservicing Agreement”); and


WHEREAS,
Servicer desires to engage Ocwen to act as subservicer with respect to the Mortgage Loans relating to those pooling and servicing
agreements or other servicing agreements listed in Schedule I hereto, as of the applicable Servicing Transfer Date (as
defined herein), and Ocwen desires to act as subservicer with respect to the Mortgage Loans relating to those pooling and servicing
agreements or other servicing agreements, on the terms set forth in the Master Subservicing Agreement, as supplemented by this
Subservicing Supplement.


NOW,
THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Servicer and Ocwen agree
as follows:


ARTICLE
I.



DEFINITIONS.


1.1 Definitions.
(a) For purposes of this Subservicing Supplement, the following capitalized terms shall have the respective meanings set forth
or referenced below.


“Base
Subservicing Fee” has the meaning set forth in Section 3.1.


“Deferred
Servicing Agreement” has the meaning set forth in the Sale Supplement.


“Excess
Servicing Advances” shall mean, for any calendar month, the amount, if any, by which the outstanding Servicing Advances
with respect to the Servicing Agreements as of the last day of such calendar month exceeds an amount equal to (a) the Target Ratio
for such calendar month multiplied by (b) the unpaid principal balance of the Mortgage Loans subject to the Servicing Agreements
as of the last day of such calendar month.


 


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“Monthly
Reporting Date” means, with respect to each Subject Servicing Agreement, the date specified as the “Monthly Reporting
Date” in Schedule I to this Subservicing Supplement.


“Monthly
Servicing Fee” shall mean, for each calendar month, the sum of the Base Subservicing Fee such calendar month and the
Seller Monthly Servicing Fee (as defined in the Sale Supplement) for such calendar month.


“Performance
Fee” has the meaning set forth in Section 3.2.


“Retained
Servicing Fee” shall mean, for any calendar month, an amount equal to the sum of (a) the product of the Retained Servicing
Fee Percentage for such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing
Agreements and the Deferred Servicing Agreements during such calendar month, and (b) the Retained Servicing Fee Shortfall, if
any, for the immediately prior calendar month.


“Retained
Servicing Fee Percentage” shall mean, for any calendar month, the percentage set forth on Schedule II to this
Subservicing Supplement.


“Retained
Servicing Fee Shortfall” shall mean, for any calendar month, beginning in May, 2012, an amount equal to the excess,
if any, of (a) the Retained Servicing Fee for such calendar month over (b) the excess, if any, of (x) the aggregate Servicing
Fees actually received by Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements
during such calendar month (whether directly pursuant to such Subject Servicing Agreement or pursuant to Sale Supplement, as applicable)
over (y) the Monthly Servicing Fee for such calendar month.


“Sale
Supplement” shall mean that certain Sale Supplement, dated as of the date hereof, between Servicer, as Purchaser, and
Ocwen, as Seller, as the same may be amended, supplemented or otherwise modified from time to time.


“Scheduled
Termination Date” means, with respect to each Subject Servicing Agreement serviced pursuant to this Subservicing Supplement,
the date which is six (6) years after the closing date of the initial acquisition of assets pursuant to the Sale Supplement.


“Servicing
Agreement” shall mean each of the pooling and servicing agreements or other servicing agreements listed in Schedule
I hereto.


“Servicing
Fees” shall mean, with respect to any Servicing Agreement, the servicing fees payable to Servicer under the Subject
Servicing Agreements, including each “servicing fee” payable based on a percentage of the outstanding principal
balance of the Mortgage Loans serviced pursuant to such Servicing Agreement, but excluding any Ancillary Income, Prepayment Interest
Excess or any amounts earned in connection with the investment of funds in the related Custodial Accounts and Escrow Accounts.


“Servicing
Transfer Date” shall have the meaning specified in the Sale Supplement.


“Subject
Servicing Agreement”, shall mean, as of any date of determination, each Servicing Agreement with respect to which the
Servicing Transfer Date has occurred on or prior to such date and with respect to which the Subservicing Termination Date has
not occurred on or prior to such date.


 


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“Target
Ratio” for each calendar month shall mean the amount specified in Schedule III with respect to such month.


(b)
Any capitalized term used but not defined in this Subservicing Supplement shall have the meaning assigned to such term in the
Master Subservicing Agreement.


ARTICLE
II.



SUBSERVICING


2.1 
Engagement as Subservicer. Servicer hereby engages Ocwen to act as subservicer, and
Ocwen agrees to act as subservicer, with respect to the Mortgage Loans relating to those certain pooling and servicing agreements
or other servicing agreements listed in Schedule I hereto (the “Subject Servicing Agreements”) pursuant
to the terms of the Master Subservicing Agreement, as supplement by this Subservicing Supplement, on and after the related Servicing
Transfer Date for such Subject Servicing Agreement. Except as set forth in this Subservicing Supplement or the Master Subservicing
Agreement, Ocwen further agrees to be responsible for performing all of the duties and obligations of Servicer and its subservicers
under each Subject Servicing Agreement, and to meet any standards and fulfill any requirements applicable to Servicer or its subservicer
under each Subject Servicing Agreement on and after the related Servicing Transfer Date.


2.2
Servicing Transfer Procedures. Servicer and Ocwen each covenant
and agree to following the Servicing Transfer Procedures agreed pursuant to the Sale Supplement with respect to each Subject Servicing
Agreement.


2.3
Reference to Master Subservicing Agreement. Each of Servicer and Subservicer agrees that (a) this Subservicing Supplement
is a “Subservicing Supplement” executed pursuant to Section 2.1 of the Master Subservicing Agreement,
(b) the terms of this Subservicing Supplement are hereby incorporated into the Master Subservicing Agreement with respect to the
Subject Servicing Agreements and the related Mortgage Loans to the extent set forth therein, (c) each of the Subject Servicing
Agreements listed in Schedule I is a “Subject Servicing Agreement” as such term is used in the Master Subservicing
Agreement on and after the related Servicing Transfer Date, and (d) the terms of this Subservicing Supplement apply to the Subject
Servicing Agreements specified herein and not to any other “Subject Servicing Agreement” as that term is used in the
Master Subservicing Agreement. In the event of any conflict between the provisions of this Subservicing Supplement and the Master
Subservicing Agreement, the terms of this Subservicing Supplement shall prevail.


ARTICLE
III.



SERVICING FEES


3.1 Base
Subservicing Fee. As compensation for its services with respect to the Subject Servicing Agreements, Servicer shall pay Ocwen
a monthly base subservicing fee for each calendar month during which Ocwen is servicing Mortgage
Loans with respect to Subject Servicing Agreements pursuant to this Subservicing Supplement equal to 12.00% of the aggregate Servicing
Fees actually received by Servicer pursuant to the Subject Servicing Agreements during such calendar month (the “Base
Subservicing Fee”).




 


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3.2
Performance Fee. Servicer shall pay to Ocwen for each calendar month during which Ocwen is servicing Mortgage Loans with
respect to Subject Servicing Agreements pursuant to this Subservicing Supplement a performance fee (the “Performance
Fee”) equal to the greater of (a) zero and (b) the excess, if any, of the aggregate of all Servicing Fees actually received
by Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar
month (whether directly pursuant to such Subject Servicing Agreement or pursuant to the Sale Supplement, as applicable) over the
sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, multiplied
by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject
Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal
balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal
balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month, or such other allocation
percentage which is agreed by Servicer and Ocwen (the “Allocation Percentage”). The Performance Fee, if any,
for any calendar month will be reduced by 6.50% per annum (i.e., 0.5417% per month) of the Excess Servicing Advances, if any,
for such calendar month multiplied by the Allocation Percentage. If the Closing Date does not occur on the first day of a calendar
month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs
shall be calculated in a pro rata manner based on the number of days in such period.


ARTICLE
Iv.



MISCELLANEOUS


4.1 Incorporation.
The provisions of Article 10 of the Master Subservicing Agreement are hereby incorporated into this Subservicing Supplement
by reference, mutatis mutandis, as if its provisions were fully set forth herein.


4.2
Third Party Beneficiaries. Ocwen and Servicer each acknowledges and agrees that the indenture trustee, on behalf of the
holders of related notes, with respect to any Servicing Advance Facility pursuant to which Servicer has transferred Servicer Advances
made pursuant to a Servicing Agreement is an express third party beneficiary of this Subservicing Supplement and the Subservicing
Agreement solely with respect to the Servicing Agreements related to such Servicing Advance Facility.




 


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IN WITNESS
WHEREOF, the parties hereto have caused this Subservicing Supplement to be executed and delivered as of the date first above written. 


	 	 	 
	 	HLSS HOLDINGS, LLC	 
	 	 	 	 	 
	 	By: Home Loan Servicing Solutions, Ltd., its sole member	 
	 	 	 	 	 
	 	 	By:	/s/ James Lauter	 
	 	 	 	 	 
	 	 	Name:	James Lauter	 
	 	 	 	 	 
	 	 	Title:	CFO	 
	 	 	 	 	 
	 	 	 	 	 
	 	OCWEN LOAN SERVICING, LLC	 
	 	 	 	 	 
	 	 	By:	/s/ John Britti	 
	 	 	 	 	 
	 	 	Name:	John Britti	 
	 	 	 	 	 
	 	 	Title:	Authorized Signatory	 






 





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SCHEDULE I


SERVICING AGREEMENTS







	 	Short Form Deal Name	Subject Servicing Agreement	Monthly Reporting Date
	1.                     	DB ACE 2006-ASAP4	Pooling and Servicing Agreement, dated as of July 1, 2006, among ACE Securities Corp., as Depositor, Ocwen Loan Servicing, LLC, as Servicer, Wells Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee.	2573
	2.                     	MABS 2006-AM3	Pooling and Servicing Agreement, dated as of October 1, 2006, among Mortgage Securitization Transactions, Inc., as Depositor, Ocwen Loan Servicing, LLC, as Servicer, Wells Fargo Bank, National Association, as Master Servicer and Trust Administrator, and U.S. Bank National Association, as Trustee.	2585
	3.                     	ACE 2007-D1	Pooling and Servicing Agreement, dated as of November 1, 2007, among DB Structured Products, Inc., as Seller, ACE Securities Corp., as Depositor, Ocwen Loan Servicing, LLC, as Servicer, Clayton Fixed Income Services Inc., as credit risk manager, HSBC Bank USA, National Association, as Trustee, and Wells Fargo Bank, N.A., as Master Servicer and as Securities Administrator.	2657
	4.                     	Soundview 2008-1	Pooling and Servicing Agreement, dated as of December 1, 2007, among Financial Asset Securities Corp., as depositor, Ocwen Loan Servicing, LLC, as servicer, Wells Fargo Bank, N.A., as master servicer, trust administrator and custodian, and Deutsche Bank National Trust Company, as trustee.	2661
	5.                     	Morgan Stanley IXIS 2006-2	Pooling and Servicing Agreement, dated as of November 1, 2006, among Morgan Stanley ABS Capital I Inc., as depositor, Saxon Mortgage Services, Inc., as a servicer, Countrywide Home Loans Servicing LP, as a servicer, First NLC Financial Services, LLC, as the responsible party, IXIS Real Estate Capital Inc. and Deutsche Bank National Trust Company, as trustee.	2749
	6.                     	IXIS Real Estate Cap Trust 2007-HE1	Pooling and Servicing Agreement, dated as of January 1, 2007, among Morgan Stanley ABS Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer and securities administrator, Saxon Mortgage Services, Inc., as servicer, IXIS Real Estate Capital Inc., as unaffiliated seller, and Deutsche Bank National Trust Company, as trustee and custodian.	2753




 





Sch I-1


 





 




     

     

    






	7.                     	Merrill Lynch Mtg Inv Tr 2006-RM3	Pooling and Servicing Agreement, dated as of June 1, 2006, among Merrill Lynch Mortgage Investors, Inc., as depositor, Saxon Mortgage Services, Inc., as servicer, and LaSalle Bank National Association, as trustee.	2754
	8.                   
 	Morgan Stanley ABS Cap 2006-HE8	Pooling and Servicing Agreement, dated as of November 1, 2006, among Morgan Stanley ABS Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, securities administrator and a custodian, Saxon Mortgage Services, Inc., as a servicer, Countrywide Home Loans Servicing LP, as a servicer, New Century Mortgage Corporation, as a servicer, NC Capital Corporation, as a responsible party, WMC Mortgage Corp., as a responsible party, Decision One Mortgage Company, LLC, as a responsible party, Deutsche Bank National Trust Company, as trustee and LaSalle Bank National Association and, together with Wells Fargo Bank, National Association, as custodians.	2755
	9.                     	Morgan Stanley ABS Cap 2007-HE2	Pooling and Servicing Agreement, dated as of February 1, 2007, among Morgan Stanley ABS Capital I Inc., as depositor, Saxon Mortgage Services, Inc., as a servicer, Countrywide Home Loans Servicing LP, as a servicer, Wells Fargo Bank, National Association, as a servicer and a custodian, New Century Mortgage Corporation, as a servicer, NC Capital Corporation, as a responsible party, WMC Mortgage Corp., as a responsible party, Decision One Mortgage Company, LLC, as a responsible party, Deutsche Bank National Trust Company, as trustee and LaSalle Bank National Association, as a custodian.	2756
	10.                     	Morgan Stanley ABS Cap 2007-HE3	Pooling and Servicing Agreement, dated as of February 1, 2007, among Morgan Stanley ABS Capital I Inc., as depositor, Saxon Mortgage Services, Inc., as a servicer, Countrywide Home Loans Servicing LP, as a servicer, NC Capital Corporation, as responsible party, Deutsche Bank National Trust Company, as trustee, and Wells Fargo Bank, National Association, as custodian.	2757
	11.                     	Morgan Stanley ABS Cap 2007-NC1	Pooling and Servicing Agreement, dated as of January 1, 2007, among Morgan Stanley ABS Capital I Inc., as depositor, Countrywide Home Loans Servicing LP, as a servicer, Saxon Mortgage Services, Inc., as a servicer, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee.	2758




 


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	12.                     	IXIS RE Capital Trust 2006-HE2	Pooling and Servicing Agreement, dated as of May 1, 2006, by and among Morgan Stanley ABS Capital I Inc., as Depositor, JPMorgan Chase Bank, National Association, as Master Servicer, Backup Servicer and Securities Administrator, Saxon Mortgage Services, Inc., as Servicer, Master Financial, Inc., as Servicer, IXIS Real Estate Capital Inc., as Unaffiliated Seller, and Deutsche Bank National Trust Company, as Trustee and Custodian.	2751
	13.                     	IXIS Real Estate Cap Trust 2006-HE3	Pooling and Servicing Agreement, dated as of September 1, 2006, by and among Morgan Stanley ABS Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Backup Servicer and Securities Administrator, Saxon Mortgage Services, Inc., as Servicer, Master Financial, Inc., as Servicer, IXIS Real Estate Capital Inc., an Unaffiliated Seller, and Deutsche Bank National Trust Company, as Trustee and Custodian.	2752
	14.                     	Morgan Stanley ABS Cap 2007-NC2	Pooling and Servicing Agreement, dated as of April 1, 2007, by and among Morgan Stanley ABS Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer and Securities Administrator, Saxon Mortgage Services, Inc., as Servicer, Countrywide Home Loans Servicing LP, as Servicer, and Deutsche Bank National Trust Company, as Trustee.	2759

 


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SCHEDULE II


 





RETAINED SERVICING FEE PERCENTAGE





	From
Month1	To Month	Retained Fee
	1	3	31.5 bps
	4	6	30.5 bps
	7	12	29.5 bps
	13	18	28.5 bps
	19	24	27.5 bps
	25	30	27.5 bps
	31	36	27.5 bps
	37	42	27.0 bps
	43	48	27.0 bps
	49	54	27.0 bps
	55	60	27.0 bps
	61	66	27.0 bps
	67	72	27.0 bps


 


 


 





 



 1 Starting with May 2012.









Sch II-1


 





 




     

     

    






SCHEDULE III


TARGET RATIO SCHEDULE


 


































	Month2	Target Advance Ratio
	1	3.07%
	2	2.99%
	3	2.92%
	4	2.85%
	5	2.77%
	6	2.71%
	7	2.64%
	8	2.57%
	9	2.51%
	10	2.45%
	11	2.38%
	12	2.32%
	13	2.27%
	14	2.21%
	15	2.15%
	16	2.10%
	17	2.05%
	18	2.00%
	19	2.00%
	20	2.00%
	21	2.00%
	22	2.00%
	23	2.00%
	24	2.00%
	25	2.00%
	26	2.00%
	27	2.00%
	28	2.00%
	29	2.00%
	30	2.00%
	31	2.00%
	32	2.00%
	33	2.00%


 





 



2 Starting with May
2012.




 


Sch III-1


 





 




     

     

    






	Month2	Target Advance Ratio
	34	2.00%
	35	2.00%
	36	2.00%
	37	2.00%
	38	2.00%
	39	2.00%
	40	2.00%
	41	2.00%
	42	2.00%
	43	2.00%
	44	2.00%
	45	2.00%
	46	2.00%
	47	2.00%
	48	2.00%
	49	2.00%
	50	2.00%
	51	2.00%
	52	2.00%
	53	2.00%
	54	2.00%
	55	2.00%
	56	2.00%
	57	2.00%
	58	2.00%
	59	2.00%
	60	2.00%
	61	2.00%
	62	2.00%
	63	2.00%
	64	2.00%
	65	2.00%
	66	2.00%
	67	2.00%
	68	2.00%
	69	2.00%
	70	2.00%
	71	2.00%
	72	2.00%


 




 


Sch III-2