EX-10.10



 Exhibit 10.10 

EXCUTION COPY 
  

 
  

HLSS SERVICER ADVANCE RECEIVABLES TRUST

as Issuer 
 and 

DEUTSCHE BANK NATIONAL TRUST COMPANY

as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary 

and 
 HLSS HOLDINGS, LLC,

as Administrator and as Servicer (on and after the MSR Transfer Date) 

and 
 OCWEN LOAN SERVICING,
LLC,
 as a Subservicer and as Servicer (prior to the MSR Transfer Date) 

and 
 WELLS FARGO SECURITIES,
LLC,
 as Administrative Agent 
  

 
 SERIES 2012-VF2

 SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT 

Dated as of August 30, 2013 

to 
 FOURTH AMENDED AND RESTATED
INDENTURE 
 Dated as of August 8, 2013 
  

 
 HLSS SERVICER
ADVANCE RECEIVABLES TRUST 
 ADVANCE RECEIVABLES BACKED NOTES,

SERIES 2012-VF2 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	PAGE	 
			
	SECTION 1.	 	 CREATION OF SERIES 2012-VF2 NOTES.
	  	 	2	  
			
	SECTION 2.	 	 DEFINED TERMS.
	  	 	2	  
			
	SECTION 3.	 	 FORMS OF SERIES 2012-VF2 NOTES; TRANSFER
RESTRICTIONS.
	  	 	18	  
			
	SECTION 4.	 	 ELIGIBILITY CRITERIA; COLLATERAL VALUE
EXCLUSIONS.
	  	 	18	  
			
	SECTION 5.	 	 GENERAL RESERVE ACCOUNT
	  	 	21	  
			
	SECTION 6.	 	 PAYMENTS; NOTE BALANCE INCREASES; EARLY
MATURITY.
	  	 	21	  
			
	SECTION 7.	 	 DETERMINATION OF NOTE INTEREST RATE AND
LIBOR.
	  	 	22	  
			
	SECTION 8.	 	 INCREASED COSTS.
	  	 	23	  
			
	SECTION 9.	 	 SERIES REPORTS.
	  	 	25	  
			
	SECTION 10.	 	 CONDITIONS PRECEDENT SATISFIED.
	  	 	27	  
			
	SECTION 11.	 	 REPRESENTATION AND WARRANTIES.
	  	 	27	  
			
	SECTION 12.	 	 AMENDMENTS.
	  	 	28	  
			
	SECTION 13.	 	 COUNTERPARTS.
	  	 	28	  
			
	SECTION 14.	 	 ENTIRE AGREEMENT.
	  	 	28	  
			
	SECTION 15.	 	 LIMITED RECOURSE.
	  	 	28	  
			
	SECTION 16.	 	 NOTICE
	  	 	29	  
			
	SECTION 17.	 	 OWNER TRUSTEE LIMITATION OF LIABILITY.
	  	 	30	  
			
	Schedule 1	 	 No-RAC Servicing Agreements
	  			


  
 - i - 








 THIS SERIES 2012-VF2 SECOND AMENDED AND RESTATED INDENTURE SUPPLEMENT (this “Indenture
Supplement”), dated as of August 30, 2013, is made by and among HLSS SERVICER ADVANCE RECEIVABLES TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), DEUTSCHE BANK NATIONAL TRUST
COMPANY, a national banking association, as trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary
(the “Securities Intermediary”), HLSS HOLDINGS, LLC, a Delaware limited liability company (“HLSS”), as Administrator on behalf of the Issuer, as owner of the economics associated with the servicing under the
Designated Servicing Agreements, and as Servicer under the Designated Servicing Agreements from and after the related MSR Transfer Dates (as defined below), OCWEN LOAN SERVICING, LLC (“OLS”), as a Subservicer, and as Servicer under
the Designated Servicing Agreements prior to the related MSR Transfer Date, and WELLS FARGO SECURITIES, LLC, a Delaware limited liability company (“Wells Fargo”), as Administrative Agent. This Indenture Supplement relates to and is
executed pursuant to that certain Fourth Amended and Restated Indenture (as amended, supplemented, restated or otherwise modified from time to time, the “Base Indenture”), dated as of August 8, 2013, among the Issuer, the
Servicer, the Administrator, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, Wells Fargo, Barclays Bank PLC (“Barclays”) and Credit Suisse AG, New York Bank (“Credit
Suisse”), all the provisions of which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as if set forth herein in full (the Base Indenture as so supplemented by this Indenture Supplement being
referred to as the “Indenture”). 
 Capitalized terms used and not otherwise defined herein shall have the respective
meanings given them in the Base Indenture. 
 PRELIMINARY STATEMENT 

The Issuer has duly authorized the issuance of the Series 2012-VF2 Amended and Restated Notes on August 30, 2013 (the “Series
2012-VF2 Notes”). The parties entered into the Series 2012-VF2 Indenture Supplement dated as of December 26, 2012 to document the terms of the issuance of the Series 2012-VF2 Notes (the “Original Indenture
Supplement”). The Original Indenture Supplement was subsequently amended pursuant to Amendment No. 1, dated as of February 15, 2013, Amendment No. 2, dated as of March 13, 2013, Amendment No. 3, dated as of
April 12, 2013, Amendment No. 4, dated as of May 21, 2013 and Amendment No. 5, dated as of July 1, 2013, and amended and restated pursuant to the Amended and Restated Series 2012-VF2 Indenture Supplement (the Original
Indenture Supplement as so amended, the “Existing Indenture Supplement”). 
 The Series 2012-VF2 Notes were issued in four
(4) Classes of Variable Funding Notes (Class A-VF2, Class B-VF2, Class C-VF2, and Class D-VF2), with the Initial Note Balances, Maximum VFN Principal Balance, Stated Maturity Date, Revolving Period, Note Interest Rates, Expected Repayment Date
and other terms as specified in the Existing Indenture Supplement, known as the Advance Receivables Backed Notes, Series 2012-VF2, and secured by the Trust Estate Granted to the Indenture Trustee pursuant to the Base Indenture. The Indenture Trustee
holds the Trust Estate as collateral security for the benefit of the Holders of the Series 2012-VF2 Notes and all other Series of Notes issued under the Indenture as described therein. 







 This Indenture Supplement shall become effective upon the latest to occur of the following (the
“Effective Date”): 
 (i) the execution and delivery of this Indenture Supplement by all parties hereto; 

(ii) an Issuer Tax Opinion; 

(iii) the delivery of an Opinion of Counsel stating that the execution of this Indenture Supplement is authorized or permitted by the Existing
Indenture Supplement and that all conditions precedent thereto have been satisfied; 
 (iv) an Officer’s Certificate to the effect that
the Issuer reasonably believes this Indenture Supplement will not have a Material Adverse Effect on any Outstanding Notes and is not reasonably expected to have an Adverse Effect at any time in the future; and 

(v) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that this Indenture Supplement
will not cause a Ratings Effect on any Outstanding Notes. 
 In the event that any term or provision contained herein shall conflict with or
be inconsistent with any term or provision contained in the Base Indenture, the terms and provisions of this Indenture Supplement shall govern to the extent of such conflict. 

The Existing Indenture Supplement is hereby amended and restated in its entirety as follows: 

Section 1. Creation of Series 2012-VF2 Notes. 

There are hereby created, effective as of the Issuance Date, the Series 2012-VF2 Notes, to be issued pursuant to the Base Indenture and this
Indenture Supplement, to be known as “HLSS Servicer Advance Receivables Trust 2012-VF2 Advance Receivables Backed Notes, Series 2012-VF2 Variable Funding Notes.” The Series 2012-VF2 Notes shall not be subordinated to any other Notes. The
Series 2012-VF2 Notes are issued in four (4) Classes of Variable Funding Notes. 
 Section 2. Defined Terms. 

With respect to the Series 2012-VF2 Notes and in addition to or in replacement for the definitions set forth in Section 1.1 of the
Base Indenture, the following definitions shall be assigned to the defined terms set forth below: 
 “Adjusted Tangible
Equity” means, as of any date of determination, the excess of (i) total assets (net of goodwill and intangible assets), but including MSRs, over (ii) total liabilities on such date, calculated in accordance with GAAP;
provided, that the Administrative Agent shall have the right to perform valuations of the MSRs on a quarterly basis or more frequently as reasonably requested by the Administrative Agent, using a nationally recognized third party appraiser
with expertise evaluating MSRs approved by both the Administrative Agent and HLSS, at HLSS’s expense, and any such valuations shall be the MSR value for purposes of determining “Adjusted Tangible Equity”. 

  
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 “Adjusted Tangible Equity Requirement” means, a requirement that Home Loan
Servicing Solutions, Ltd. (“Home Loan Servicing Solutions”) hold Adjusted Tangible Equity equal to the greater of (1) $25,000,000 and (2) the sum of (a) 0.25% of the aggregate unpaid principal balance of all mortgage
loans as to which Home Loan Servicing Solutions holds the rights to service or the rights to the MSRs, together with the obligation to fund related servicer advances, plus (b) 5.00% of the aggregate amount of all servicer advances
made by Home Loan Servicing Solutions that remain unreimbursed. 
 “Administrative Agent” means, for so long as the
Series 2012-VF2 Notes have not been paid in full: (i) with respect to the provisions of this Indenture Supplement, Wells Fargo, or an Affiliate or successor thereto; and (ii) with respect to the provisions of the Base Indenture and any
other Transaction Document (other than the related Indenture Supplement), and notwithstanding the terms and provisions of any other Indenture Supplement, together, Barclays, Wells Fargo, Credit Suisse and such other parties as set forth in any other
Indenture Supplement, or a respective Affiliate or any respective successor thereto. For the avoidance of doubt, reference to “it” or “its” with respect to the Administrative Agent in the Base Indenture shall mean
“them” and “their,” and reference to the singular therein in relation to the Administrative Agent shall be construed as if plural. 

“Advance Rates” means, for any date of determination with respect to each Receivable and any Class of Series 2012-VF2 Notes,
the percentage amount based on the Advance Type of such Receivable, as set forth below; provided, that in the event the Servicer’s (prior to any MSR Transfer Date) or the related Subservicer’s (on and after any MSR Transfer Date)
S&P sub-prime servicer rating is reduced below “Average” by S&P or any other Rating Agency the Advance Rates applicable to the Receivables related to such Class of Notes shall be equal to the Advance Rates prior to such ratings
reduction minus 5.00%; and provided, further, that the Advance Rate for any Receivable related to any Class of Notes shall be zero if such Receivable is not a Facility Eligible Receivable. 

 

																	
	 Advance Type / Class of Notes
	  	Class A-
VF2
Variable
Funding
Notes	 	 	Class B-
VF2
Variable
Funding
Notes	 	 	Class C-
VF2
Variable
Funding
Notes	 	 	Class D-
VF2
Variable
Funding
Notes	 
	 P&I Advances (other than Servicing Fee Advances) in Non-Judicial States
	  	 	83.25	% 	 	 	87.50	% 	 	 	89.50	% 	 	 	91.25	% 
	 P&I Advances (other than Servicing Fee Advances) in Judicial States
	  	 	78.00	% 	 	 	84.25	% 	 	 	87.50	% 	 	 	90.00	% 
	 Servicing Fee Advances in Non-Judicial States
	  	 	82.50	% 	 	 	86.25	% 	 	 	88.50	% 	 	 	90.00	% 
	 Servicing Fee Advances in Judicial States
	  	 	60.75	% 	 	 	74.25	% 	 	 	80.50	% 	 	 	85.50	% 
	 Escrow Advances in Non-Judicial States
	  	 	81.00	% 	 	 	85.25	% 	 	 	87.75	% 	 	 	89.50	% 
	 Escrow Advances in Judicial States
	  	 	63.00	% 	 	 	75.50	% 	 	 	81.75	% 	 	 	86.25	% 
	 Corporate Advances in Non-Judicial States
	  	 	79.00	% 	 	 	84.00	% 	 	 	86.50	% 	 	 	89.00	% 
	 Corporate Advances in Judicial States
	  	 	70.25	% 	 	 	78.75	% 	 	 	83.50	% 	 	 	86.75	% 


  
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	 Advance Type / Class of Notes
	  	Class A-
VF2
Variable
Funding
Notes	 	 	Class B-
VF2
Variable
Funding
Notes	 	 	Class C-
VF2
Variable
Funding
Notes	 	 	Class D-
VF2
Variable
Funding
Notes	 
	 Loan-Level P&I Advances (other than Servicing Fee Advances) in Judicial States
	  	 	76.50	% 	 	 	83.00	% 	 	 	86.25	% 	 	 	88.75	% 
	 Loan-Level P&I Advances (other than Servicing Fee Advances) in
Non-Judicial States
	  	 	82.25	% 	 	 	86.50	% 	 	 	88.75	% 	 	 	90.50	% 
	 Loan-Level Escrow Advances in Judicial States
	  	 	42.25	% 	 	 	61.50	% 	 	 	75.50	% 	 	 	83.50	% 
	 Loan-Level Escrow Advances in Non-Judicial States
	  	 	74.50	% 	 	 	82.00	% 	 	 	85.75	% 	 	 	88.50	% 
	 Loan Level Corporate Advances in Judicial States
	  	 	46.50	% 	 	 	68.50	% 	 	 	78.75	% 	 	 	84.50	% 
	 Loan-Level Corporate Advances in Non-Judicial States
	  	 	50.00	% 	 	 	66.75	% 	 	 	75.25	% 	 	 	87.75	% 

 “Advance Ratio” means, as of any date of determination with respect to any Designated
Servicing Agreement, the ratio (expressed as a percentage), calculated as of the last day of the calendar month immediately preceding the calendar month in which such date occurs, of (i) the related PSA Stressed Non-Recoverable Advance Amount
(other than any Mortgage Loans that generate Receivables that are Loan-Level Receivables or any Mortgage Loans that are attributable to Small Threshold Servicing Agreements) on such date over (ii) the aggregate monthly scheduled principal and
interest payments for the calendar month immediately preceding the calendar month in which such date occurs with respect to all non-delinquent Mortgage Loans serviced under such Designated Servicing Agreement. 

“Applicable Rating” means the rating assigned to each Class of the Series 2012-VF2 Notes by S&P, as the Note Rating
Agency, upon the issuance of such Class as set forth below: 
  

	 	(i)	Class A-VF2 Variable Funding Notes: AAA(sf); 

  

	 	(ii)	Class B-VF2 Variable Funding Notes: AA(sf); 

  

	 	(iii)	Class C-VF2 Variable Funding Notes: A(sf); and 

  

	 	(iv)	Class D-VF2 Variable Funding Notes: BBB (sf). 

 “Base Indenture” has the
meaning assigned to such term in the Preliminary Statement. 
 “Base Rate” means, on any date, a fluctuating rate of
interest per annum equal to the higher of (i) the Prime Rate on such date and (ii) the Federal Funds Rate on such date plus 0.50% per annum. 

“Class A-VF2 Variable Funding Notes” means, the Variable Funding Notes, Class A-VF2 Variable Funding Notes, issued
hereunder by the Issuer having an aggregate VFN Principal Balance of no greater than the applicable Maximum VFN Principal Balance. 

“Class B-VF2 Variable Funding Notes” means, the Variable Funding Notes, Class B-VF2 Variable Funding Notes, issued hereunder
by the Issuer, having an aggregate VFN Principal Balance of no greater than the applicable Maximum VFN Principal Balance. 

  
 4 








 “Class C-VF2 Variable Funding Notes” means, the Variable Funding Notes, Class
C-VF2 Variable Funding Notes, issued hereunder by the Issuer having an aggregate VFN Principal Balance of no greater than the applicable Maximum VFN Principal Balance. 

“Class D-VF2 Variable Funding Notes” means, the Variable Funding Notes, Class D-VF2 Variable Funding Notes, issued hereunder
by the Issuer having an aggregate VFN Principal Balance of no greater than the applicable Maximum VFN Principal Balance. 

“Coefficient” means, for each Class of Series 2012-VF2 Notes, 0.08%. 

“Constant” means, for each Class of Series 2012-VF2 Notes, 1.00%. 

“Corporate Trust Office” means, with respect to the Series 2012-VF2 Notes, the office of the Indenture Trustee at which at
any particular time its corporate trust business will be administered, which office at the date hereof is located at 1761 East St. Andrew Place, Santa Ana, California 92705, Attention: Trust Administration – OC12S8. 

“Default Rate” means, for any Class of Notes, the sum (expressed as a percentage) of the Note Interest Rate (determined
without regard to the second proviso in the definition of “Note Interest Rate”) for such Class and 3.00%. 
 “Eurodollar
Disruption Event” means any of the following: (i) a good faith determination by any Holder of the Series 2012-VF2 Notes that it would be contrary to law or to the directive of any central bank or other governmental authority (whether
or not having the force of law) for such Holder to obtain United States dollars in the London interbank market to fund or maintain any portion of the Note Balances of such Notes during any Interest Accrual Period, (ii) a good faith
determination by any Holder of the Series 2012-VF2 Notes that the interest rates offered on deposits of United States dollars to such Holder in the London interbank market does not accurately reflect the cost to such Holder of purchasing, funding or
maintaining any portion of the Note Balances of such Notes during any Interest Accrual Period, or (iii) the inability of any Holder of the Series 2012-VF2 Notes to obtain United States dollars in the London interbank market to fund or maintain
any portion of the Note Balances of such Notes for such Interest Accrual Period. 
 “Exempted MBS Trust” means each of the
RAAC 2006-SP3 MBS Trust, RAAC 2006-SP MBS Trust, RAAC 2007-SP3 MBS Trust, RAMP 2005-RP3 MBS Trust and STALT 2006-1F MBS Trust. 

“Expected Repayment Date” means, for the Series 2012-VF2 Notes, August 29, 2014. 

“Expense Rate” means, as of any date of determination, with respect to the Series 2012-VF2 Notes, the percentage equivalent
of a fraction, (i) the numerator of which equals the sum of (1) the product of the related Series Allocation Percentage for the Interim Payment Date or Payment Date immediately preceding such date multiplied by the aggregate amount
of Fees due and payable by the Issuer on the next succeeding Payment Date plus (2) the product of the related Series Allocation Percentage for the Interim Payment Date or Payment Date immediately preceding such date multiplied by any
expenses payable or reimbursable by the Issuer on the next succeeding Payment Date, up to the applicable Expense Limit, if any, prior to payments to 

  
 5 








 
the Holders of the Series 2012-VF2 Notes, pursuant to the terms and provisions of this Indenture Supplement, the Base Indenture or any other Transaction Document that have been invoiced to the
Indenture Trustee and the Administrator, plus (3) the aggregate amount of related Series Fees payable by the Issuer on the next succeeding Payment Date and (ii) the denominator of which equals the sum of the outstanding Note
Balances of all Series 2012-VF2 Notes at the close of business on such date; provided, that, with respect to the first calculation of “Expense Rate” following the Issuance Date, such calculation shall include a “Series
Allocation Percentage” as determined by the Administrator and the Administrative Agent. 
 “Facility Eligible
Receivable” means, with respect to the Series 2012-VF2 Notes, a Receivable: 
 (i) which constitutes a “general
intangible,” “account” or “payment intangible” within the meaning of Section 9-102(a)(42), Section 9-102(a)(2) and Section 9-102(a)(61), respectively (or the corresponding provision in effect in a particular jurisdiction) of the UCC as in effect in all applicable jurisdictions; 

(ii) which is denominated and payable in United States dollars; 

(iii) which arises under and pursuant to the terms of a Designated Servicing Agreement and, at the time the related Advance was
made, (A) was determined by the Servicer or Subservicer, as applicable, in good faith to (1) be ultimately recoverable from the proceeds of the related Mortgage Loan, related liquidation proceeds or otherwise from the proceeds of or
collections on the related Mortgage Loan and (2) comply with all requirements for reimbursement thereunder, and (B) was authorized pursuant to the terms of the related Designated Servicing Agreement; 

(iv) which arises under a Facility Eligible Servicing Agreement; 

(v) which is not subject to any Adverse Claim and in which all right, title and interest in and to such Receivable (including
good and marketable title) have been validly sold and/or contributed by the Receivables Seller to the Depositor, and validly sold and/or contributed by the Depositor to the Issuer and, prior to the MSR Transfer Date, sold by the Servicer to the
Receivables Seller; 
 (vi) with respect to which no representation or warranty made by the Receivables Seller or the
Servicer in the Receivables Sale Agreement has been breached, which breach has continued uncured past the time at which the Servicer or the Receivables Seller was required to pay the Indemnity Payment with respect thereto pursuant to the Receivables
Sale Agreement; 
 (vii) with respect to which, as of the date such Receivable was acquired by the Issuer, none of the
Receivables Seller, the Servicer, the Subservicer or the Depositor had (A) taken any action that would impair the right, title and interest of the Indenture Trustee therein, or (B) failed to take any action that was necessary to avoid
impairing the Indenture Trustee’s right, title or interest therein; 

  
 6 








 (viii) the Advance (other than a Servicing Fee Advance) related to which either
(A) has been fully funded by the Servicer using its own funds and/or Amounts Held for Future Distribution (to the extent permitted under the related Designated Servicing Agreement) and/or Collections (as appropriate) in excess of the related
Required Expense Reserve, and/or amounts drawn on Variable Funding Notes or out of funds in the Collection and Funding Account or Available Funds as provided herein, or (B) in the case of P&I Advances, will be funded on the related Funding
Date and all amounts necessary to fund the related Advance are on deposit in an account under the exclusive control and direction of the Indenture Trustee pending remittance to the appropriate MBS trustees; 

(ix) which relates to a Mortgage Loan that is secured by a first lien on the underlying mortgaged property; 

(x) which does not relate to a Mortgage Loan the terms of which have been modified after the creation of such Receivable (for
purposes of this clause, a Mortgage Loan has been modified only after the modification continues effective following any trial period); 

(xi) if a Servicing Fee Advance Receivable, the provisions of the related Servicing Fee Advance Designated Servicing Agreement
identified on the Servicing Fee Advance Designated Servicing Agreement Schedule require that any unpaid and accrued servicing fees owed to the Servicer be repaid on or prior to the date of any redemption in full under the applicable Servicing Fee
Advance Designated Servicing Agreement; and 
 (xii) if Servicing Fee Advance Receivable, which relates to a Servicing Fee
Advance Designated Servicing Agreement identified on the Servicing Fee Advance Designated Servicing Agreement Schedule. 
 “Facility
Eligible Servicing Agreement” means, with respect to the Series 2012-VF2 Notes, any Designated Servicing Agreement which, as of any date of determination, meets the following criteria: 

(i) either OLS or an OFC-Owned Servicer (in either case, prior to the MSR Transfer Date) and HLSS (from and after the MSR
Transfer Date) is the servicer under such Designated Servicing Agreement and a Responsible Officer of the Servicer has received neither (A) any notice, or otherwise obtained actual knowledge, of the occurrence of any Unmatured Default or
Servicer Termination Event by or with respect to the Servicer under such Designated Servicing Agreement except (i) to the extent that, in the case of an Unmatured Default, such Unmatured Default has been cured prior to its becoming a Servicer
Termination Event, and (ii) any Unmatured Default or Servicer Termination Event caused solely by the failure of a Collateral Performance Test or a Servicer Ratings Downgrade for which the Servicer shall not have received a written notice of
pending termination, nor (B) notice of a claim for monetary loss against the Servicer by a party to such Designated Servicing Agreement or by a related securityholder, whose claim is for an aggregate amount greater than 5% of the aggregate
Receivable Balance of the Receivables created pursuant to such Designated Servicing Agreement; 

  
 7 








 (ii) pursuant to the terms of such Designated Servicing Agreement: 

(A) under such agreement, the Servicer is permitted to reimburse itself for the related Advance out of late collections of the
amounts advanced, including from insurance proceeds and liquidation proceeds from the Mortgage Loan with respect to which such Advance was made, prior to any holders of any notes, certificates or other securities backed by the related mortgage loan
pool, which securities, in the case of Designated Servicing Agreements, must have included a “AAA” or equivalent rated class at the time of execution of the Designated Servicing Agreement, and prior to payment of any party subrogated to
the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to any related MBS Trust or any related trustee, custodian, hedge counterparty or credit enhancer; 

(B) under such agreement, other than with respect to any Servicing Fee Advance Receivable or Loan-Level Receivable, if the
Servicer determines that the related Advance will not be recoverable out of late collections of the amounts advanced or out of insurance proceeds or liquidation proceeds from the Mortgage Loan with respect to which such Advance was made, the
Servicer has the right to reimburse itself for such Advance out of any funds (other than prepayment charges) in the Dedicated Collection Account or out of general collections received by the Servicer with respect to any Mortgage Loans serviced under
the same Designated Servicing Agreement, prior to any payment to any holders of any notes, certificates or other securities backed by the related mortgage loan pool, which securities included a “AAA” or equivalent rated class at the time
of execution of the Designated Servicing Agreement, and prior to payment of any party subrogated to the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to
the related MBS Trust or any related trustee, custodian or credit enhancer (a “General Collections Backstop”); 

(iii) such Designated Servicing Agreement provides that all Advances (not including Servicing Fee Advances) as to a Mortgage
Loan are reimbursed on a “first-in, first out” or “FIFO” basis, such that the Advances of a particular type that were disbursed first in time will be reimbursed prior to Advances of the same type with respect to that Mortgage
Loan that were disbursed later in time; 
 (iv) all Receivables arising under such Designated Servicing Agreement are free
and clear of any Adverse Claim in favor of any Person and the related MBS Trustee or other owner and any related monoline insurer or other credit enhancement provider shall have been delivered a notice in the form of Exhibit C attached to the
Base Indenture signed by the Servicer; 
 (v) such Designated Servicing Agreement is in full force and effect; 

  
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 (vi) an Eligible Subservicing Agreement is in full force and effect for all
mortgage loans serviced by the Servicer under such Designated Servicing Agreement, and the related Subservicer (or OLS or any OFC-Owned Servicer as Servicer prior to the MSR Transfer Date) is an Eligible Subservicer and is in compliance with such
Subservicing Agreement and, from and after the MSR Transfer Date, OLS, any other OFC-Owned Servicer or another servicer acceptable to the Administrative Agent, shall be serving as “hot back-up servicer” for HLSS under an agreement approved
by the Administrative Agent; 
 (vii) such Designated Servicing Agreement includes an express provision for the assignment by
the Servicer of its rights to be reimbursed for Advances (except in the case of Servicing Fee Advances); and, with respect to any Servicing Fee Advance Receivable, the related Servicing Fee Advance Designated Servicing Agreement does not prohibit
the sale and/or contribution to the Issuer of, specifically, the rights to reimbursement for the Servicing Fee Advances under the related MBS Trust (as determined, regardless of the terms contained in such Servicing Fee Advance Designated
Servicing Agreement, in the sole and absolute discretion of the Administrative Agent). 
 (viii) such Designated Servicing
Agreement arises under and is governed by the laws of the United States or a state within the United States; 
 (ix) the
Servicer has not voluntarily elected to change the reimbursement mechanics of Advances under such Designated Servicing Agreement from a pool-level reimbursement mechanic to a loan-level reimbursement mechanic or from a loan-level reimbursement
mechanic to a pool-level reimbursement mechanic without consent of each Administrative Agent; and 
 (x) if such Designated
Servicing Agreement is a subservicing agreement, the subservicing agreement and the related servicing or master servicing agreement provide that: (1) Servicer, as subservicer, under such agreement, is required to make all Advances on Mortgage
Loans subserviced by a Servicer; (2) Servicer, as subservicer under such agreement, is entitled to reimbursement from all permitted sources under such Designated Servicing Agreement; (3) the related primary or master servicer agrees to
remit to the Servicer, as subservicer, within two (2) Business Days of receipt thereof, any collections and reimbursements of P&I Advances, Corporate Advances and Escrow Advances it receives, without set-off; and (4) the related
primary or master servicer agrees to reasonably cooperate with the Servicer, as subservicer, to obtain reimbursement of P&I Advances, Corporate Advances and Escrow Advances including, if either of such primary or master servicer or the Servicer,
as subservicer, is terminated, by seeking immediate reimbursement therefor from the successor servicer or, failing that, on a first-in-first-out basis. 

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such
period to the weighted average of the federal funds rates as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H. 15 (519) or any successor or substitute publication selected by the Administrative
Agent (or, if such day is not a Business Day, for the next preceding Business Day), or if, for any reason, such rate 

  
 9 








 
is not available on any day, the rate determined, in the sole opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds
market at 9:00 a.m. (New York City time). 
 “Governmental Authority” means the United States of America, any state or
other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person. 

“Increased Costs Limit” means, for each Holder of Series 2012-VF2 Note, such Holder’s pro rata percentage (based on the
Note Balance of such Holder’s Series 2012-VF2 Notes) of 0.10% of the average aggregate Note Balance for all Classes of Series 2012-VF2 Notes Outstanding for any twelve-month period. 

“Index” means, for any Class of the Series 2012-VF2 Notes, the applicable One Month LIBOR. 

“Initial Note Balance” means, for any Note or for any Class of Notes, the Note Balance of such Note upon issuance, or, on the
Issuance Date in the case of the Series 2012-VF2 Notes, as follows: 
  

	 	(i)	Class A-VF3 Variable Funding Notes: $441,946,655.64; 

  

	 	(ii)	Class B-VF3 Variable Funding Notes: $49,096,059.55; 

  

	 	(iii)	Class C-VF3 Variable Funding Notes: $25,125,549.48; and 

  

	 	(iv)	Class D-VF3 Variable Funding Notes: $18,745,442.93. 

 For the avoidance of doubt, the
requirement for minimum bond denominations in Section 6.2 of the Base Indenture shall not apply in the case of the Series 2012-VF2 Notes. 

“Interest Accrual Period” means, for the Series 2012-VF2 Notes and any Payment Date, the period beginning on the immediately
preceding Payment Date (or, in the case of the first Payment Date with respect to any Class, the related Issuance Date) and ending on the day immediately preceding the current Payment Date. The Interest Payment Amount for the Series 2012-VF2 Notes
on any Payment Date shall be determined based on the actual number of days in the Interest Accrual Period. 
 “Interest Day Count
Convention” means the actual number of days in the related Interest Accrual Period divided by 360. 
 “Issuance
Date” means August 30, 2013. 
 “LIBOR” has the meaning assigned such term in Section 7 of this
Indenture Supplement. 
 “LIBOR Determination Date” means, for each Interest Accrual Period, the second London Banking Day
prior to the commencement of such Interest Accrual Period. 

  
 10 








 “Liquidity Requirement” means the requirement that an entity have funds
available to fund servicer advances, as of the close of business on the last Business Day of each calendar month, beginning August 2013, in an amount at least equal to the lesser of (1) $100,000,000 and (2) the greater of (a) the sum
of (i) 0.001% of the aggregate unpaid principal balance of all mortgage loans sub-serviced by such entity (i.e., without an obligation to fund servicer advances) plus (ii) 0.01% of the aggregate unpaid principal balance of all
mortgage loans serviced by such entity (i.e., with the obligation to fund servicer advances) or as to which such entity holds rights to the servicing plus the obligation to fund servicer advances, plus (iii) 3.25% of the aggregate
amount of all servicer advances made by such entity that remain unreimbursed, and (b) $25,000,000; provided, that at least the greater of (1) $15,000,000 and (2) 50% of such funds available, must consist of unrestricted cash on
deposit in accounts held in the sole name of, and solely controlled by, such entity, free and clear of all Adverse Claims (including liens), and the remainder as undrawn and available borrowing capacity under committed servicer advance facilities
and committed unsecured revolving loans made to such entity as borrower, as determined on such date of measurement, which undrawn and available borrowing capacity need not be presently collateralized. 

“Loan-Level Advance Receivable” means a Receivable (other than a Servicing Fee Advance Receivable) relating to a Designated
Servicing Agreement identified on the Designated Servicing Agreement Schedule the provisions of which do not contain a General Collections Backstop with respect to the related Advances. 

“Loan-Level Receivable” means a Loan-Level Advance Receivable or Loan-Level Servicing Fee Advance Receivable. 

“Loan-Level Servicing Fee Advance Receivable”: A Servicing Fee Advance Receivable relating to a Servicing Fee Advance
Designated Servicing Agreement identified on the Servicing Fee Advance Designated Servicing Agreement Schedule the provisions of which do not contain a General Collections Backstop. 

“London Banking Day” means any day on which commercial banks and foreign exchange markets settle payment in both London and
New York City. 
 “Low Threshold Servicing Agreement” has the meaning assigned such term in Section 4 of this
Indenture Supplement. 
 “Margin” means, for each Class of Series 2012-VF2 Notes, a per annum rate set forth below:

  

	 	(a)	Class A-VF2 Variable Funding Notes: 1.10%; 

  

	 	(b)	Class B-VF2 Variable Funding Notes: 1.85%; 

  

	 	(c)	Class C-VF2 Variable Funding Notes: 2.10%; and 

  

	 	(d)	Class D-VF2 Variable Funding Notes: 3.40%; 


  
 11 








 provided, that the weighted average Margin for the Series 2012-VF2 Notes shall not be less
than 1.35% per annum. 
 “Market Value Ratio” means, as of any date of determination with respect to a
Designated Servicing Agreement, the ratio (expressed as a percentage) of (i) the lesser of (A) the Funded Advance Receivable Balance for such Designated Servicing Agreement on such date and (B) the aggregate of all Facility Eligible
Receivables under such Designated Servicing Agreement on such date over (ii) the aggregate Net Property Value of the Mortgaged Properties and REO Properties for Mortgage Loans that are serviced under such Designated Servicing Agreement on such
date. 
 “Maximum VFN Principal Balance” means: (i) on any date of determination, (A) for the Class A-VF2
Variable Funding Notes, $578,000,000, (B) for the Class B-VF2 Variable Funding Notes, $63,500,000, (C) for the Class C-VF2 Variable Funding Notes, $33,250,000, and (D) for the Class D-VF2 Variable Funding Notes, $25,250,000; or
(ii) in the case of each such Class on any date, such lesser amount calculated pursuant to a written agreement between the Servicer, the Administrator and the Administrative Agent. 

“Middle Threshold Servicing Agreement” has the meaning assigned such term in Section 4 of this Indenture
Supplement. 
 “Monthly Reimbursement Rate” means, as of any date of determination, the arithmetic average of the fractions
(expressed as percentages), determined for each of the three (3) most recently concluded calendar months, obtained by dividing (i) the aggregate Advance Reimbursement Amounts collected by the Servicer and deposited into the Trust Accounts
during such month by (ii) the aggregate Receivable Balances funded by the Servicer using its own funds or facility funds as of the close of business on the last day of the Monthly Advance Collection Period. 

“Mortgage Loan” means a mortgage loan transferred and assigned to an Underlying Trustee and serviced for such Underlying
Trustee pursuant to a Servicing Agreement. 
 “Mortgage Loan-Level Market Value Ratio” means, as of any date of
determination with respect to a Mortgage Loan or REO Property that is secured by a first lien on the related Mortgaged Property, the ratio (expressed as a percentage) of (x) the aggregate Receivable Balance of all Receivables outstanding with
respect to such Mortgage Loan or REO Property on such date over (y) the Net Property Value of such Mortgaged Property or REO Property on such date. 

“MSRs” means mortgage servicing rights and rights to mortgage servicing rights, as applicable. 

“Net Proceeds Coverage Percentage” means, for any Payment Date, the percentage equivalent of a fraction, (i) the
numerator of which equals the amount of Collections on Receivables deposited into the Collection and Funding Account during the related Monthly Advance Collection Period, and (ii) the denominator of which equals the aggregate average
outstanding Note Balances of all Outstanding Notes during such Monthly Advance Collection Period. 

  
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 “Net Property Value” means, with respect to any Mortgaged Property,
(A) with respect to a Current Mortgage Loan, the market value of such Mortgaged Property as established by OLS’s independent property valuation methodology (as established by the lesser of any appraisal, broker’s price opinion or
OLS’s automated valuation model with respect to such Mortgaged Property) or (B) with respect to a Delinquent Mortgage Loan, the product of (a) the market value of such Mortgaged Property as established by OLS’s independent
property valuation methodology (as established by the lesser of any appraisal, broker’s price opinion or OLS’s automated valuation model with respect to such Mortgaged Property), multiplied by (b) OLS’s established market and
property discount value rate, minus (c) OLS’s brokerage fee and closing costs with respect to such Mortgaged Property, plus (d) any projected mortgage insurance claim proceeds. 

“No-Payment at Termination Servicing Fee Advance Receivable”: A Servicing Fee Advance Receivable relating to a Servicing Fee
Advance Designated Servicing Agreement identified on the Servicing Fee Advance Designated Servicing Agreement Schedule the provisions of which do not require that all unpaid and accrued servicing fees owed to the Servicer be repaid on or prior
to the date of any involuntary transfer of servicing or any servicer termination. 
 “No-RAC Servicing Agreements” shall
have the meaning set forth in Section 11(b). 
 “Note Interest Rate” means, with respect to any Interest Accrual
Period for each Class of Notes, a per annum rate equal to the sum of the applicable Index plus the applicable Margin; provided, that, if for any Interest Accrual Period, a Eurodollar Disruption Event shall have occurred, the Note Interest
Rate shall be the Base Rate plus the applicable Margin. For the avoidance of doubt, the “Note Interest Rate” for the Series 2012-VF2 Notes is subject to the definition of “Note Interest Rate” in the Base Indenture. 

“Note Rating Agency” means, for the Series 2012-VF2 Notes, S&P. 

“One-Month LIBOR” has the meaning assigned such term in Section 7 of this Indenture Supplement. 

“Prime Rate” means the rate announced by the Administrative Agent from time to time as its prime rate in the United States,
such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors. 

“PSA Stressed Non-Recoverable Advance Amount” means as of any date of determination, the sum of: 

(i) for all Mortgage Loans that are current as of such date, the greater of (A) zero and (B) the excess of
(1) Total Advances related to such Mortgage Loans on such date over (2) (x) in the case of Mortgage Loans secured by a first lien, the product of 50% and the sum of all of the Net Property Values for the related Mortgaged Property or
(y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and 

  
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 (ii) for all Mortgage Loans that are delinquent as of such date, but not related
to property in foreclosure or REO Property, the greater of (A) zero and (B) the excess of (i) Total Advances related to such Mortgage Loans on such date over (ii) (x) in the case of Mortgage Loans secured by a first lien,
the product of 50% and the sum of all of the Net Property Values for the related Mortgaged Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and 

(iii) for all Mortgage Loans that are related to properties in foreclosure, the greater of (A) zero and (B) the
excess of (1) Total Advances related to such Mortgage Loans on such date over (2) (x) in the case of Mortgage Loans secured by a first lien, the product of 50% and the sum of all of the Net Property Values for the related Mortgaged
Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero; and 
 (iv) for all
Mortgage Loans that are related to REO Property, the greater of (A) zero and (B) the excess of (1) Total Advances related to such Mortgage Loans on such date over (2) (x) in the case of Mortgage Loans secured by a first
lien, the product of 50% and the sum of all of the Net Property Values for the related REO Property or (y) in the case of Mortgage Loans secured by a second or more junior lien, zero. 

“Redemption Percentage” means, for the Series 2012-VF2 Notes, 10%. 

“Reference Banks” has the meaning assigned to such term in Section 7 of this Indenture Supplement. 

“Regulatory Change” means (a) the adoption of any law, rule or regulation after the date hereof, (b) any change in
any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date hereof or (c) compliance by any Holder (or, for purposes of Section 8(a)(3), by any lending office of such
Holder or by such Holder’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date hereof. 

“Reserve Interest Rate” has the meaning assigned to such term in Section 7 of this Indenture Supplement. 

“Restricted Servicing Fee Advance Receivable”: Any Loan-Level Servicing Fee Advance Receivable or No-Payment at
Termination Servicing Fee Advance Receivable. 
 “Senior Margin”: means, with respect to each Class of Series 2012-VF2
Notes, a per annum rate set forth below: 
  

	 	(a)	Class A-VF2 Variable Funding Notes: 0.85%; 

  

	 	(b)	Class B-VF2 Variable Funding Notes: 1.20%; 

  

	 	(c)	Class C-VF2 Variable Funding Notes: 1.45%; and 

  

	 	(i)	Class D-VF2 Variable Funding Notes: 2.75%; 


  
 14 








 provided, that, with respect to each Class of Series 2012-VF2 Notes, the issuance of Term Notes
following the related Issuance Date and each Interest Accrual Period thereafter, the “Senior Margin” for such Class shall be the applicable percentage agreed to by the Receivables Seller, the Issuer and the Administrative
Agent upon the related issuance date of such Term Notes. 
 “Senior Rate” means, for each Class of Series 2012-VF2
Notes, (a) One Month LIBOR plus (b) the Senior Margin for such Class. 
 “Senior Secured Term Loan Facility
Agreement” means the Senior Secured Term Loan Facility Agreement, dated as of September 1, 2011, among OFC, as borrower, certain subsidiaries of OFC, as subsidiary guarantors, the lenders party thereto from time to time and Barclays
Bank PLC, as administrative agent and as collateral agent, as amended, supplemented, restated, or otherwise modified from time to time. 

“Series Fees” means, for the Series 2012-VF2 Notes and any Payment Date, the sum of (i) the VF2 Facility Fee and
(ii) the aggregate unreimbursed fees and expenses of the Administrative Agent. For the avoidance of doubt, there shall be no Series Fee Limit with respect to the Series 2012-VF2 Notes. 

“Series 2012-VF2 Note Balance” means the aggregate Note Balance of the Series 2012-VF2 Notes. 

“Series Reserve Required Amount” means with respect to any Payment Date or Interim Payment Date, as the case may be, for the
General Reserve Account applicable to the Series 2012-VF2 Notes, an amount equal to: (i) on any Payment Date or Interim Payment Date prior to the end of the related Revolving Period, four (4) months’ interest calculated on the Note
Balance of each Class of Series 2012-VF2 Notes as of such Payment Date or Interim Payment Date, as the case may be; and (ii) as of any Payment Date or Interim Payment Date following the last day of the related Revolving Period, the greater of
(A) two month’s interest calculated on the Note Balance of each Class of Series 2012-VF2 Notes immediately preceding the last day of the related Revolving Period, and (B) four (4) months’ interest calculated on the Note
Balance as of the close of business on such Payment Date or Interim Payment Date, as the case may be. For the avoidance of doubt, reference to “Series Reserve Account” shall mean the General Reserve Account with respect to the Series
2012-VF2 Notes and “Series Reserve Required Amount” shall mean the General Reserve Required Amount with respect to the Series 2012-VF2 Notes. 

“Small Threshold Servicing Agreement” has the meaning assigned such term in Section 4 of this Indenture
Supplement. 
 “Stated Maturity Date” means, for each Class of the Series 2012-VF2 Notes, thirty (30) years following
the end of the related Revolving Period. 
 “Stressed Interest Rate” means, for any Class of Series 2012-VF2 Notes as of
any date, the sum of (x) the per annum index on the basis of which such Class’s interest rate is determined for the current Interest Accrual Period, and (y) such Class’s Constant and (z) the product of (I) such
Class’s Coefficient and (II) Stressed Time, plus (ii) the weighted average per annum margin of all outstanding Classes of Series 2012-VF2 Notes that is added to the index to determine the interest rates for such Class. 

  
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 “Stressed Time” means, as of any date of determination, the percentage
equivalent of a fraction, the numerator of which is one (1), and the denominator of which equals the Stressed Time Percentage times the Monthly Reimbursement Rate on such date. 

“Stressed Time Percentage” means, for the Series 2012-VF2 Notes, Class A-VF2 Variable Funding Notes: 25.50%, Class B-VF2
Variable Funding Notes: 32.00%, Class C-VF2 Variable Funding Notes: 37.50%, and Class D-VF2 Variable Funding Notes: 43.50%. 

“Subordinated Interest Amount” means, notwithstanding the definition thereof in the Base Indenture, with respect to each
Class of Series 2012-VF2 Notes and any Interest Accrual Period, the sum of (i) the positive difference, if any, between the amount of interest accrued in such Interest Accrual Period on the related Note Balance at the related Note Interest Rate
on such Class and the related Senior Interest Amount and (ii) for any date of determination following March 15, 2013, the product of (A) the positive difference, if any, between the average daily related VFN Principal Balance during
the related Interest Accrual Period (calculated based on the average of such VFN Principal Balances on each day during the related Interest Accrual Period) and the related Maximum VFN Principal Balance, (B) 0.25% and (C) the related
Interest Day Count Convention. 
 “Target Amortization Amounts” means, for each Class of Series 2012-VF2 Notes, 100% of the
Note Balance of such Class at the close of business on the last day of its Revolving Period, payable on the First Payment Date after the beginning of the Target Amortization Period. 

“Target Amortization Event” for the Series 2012-VF2 Notes, means the occurrence of any of the following conditions or events,
which is not waived by 100% of the Holders of the Series 2012-VF2 Notes: 
 (i) on any Payment Date, the arithmetic average
of the Net Proceeds Coverage Percentage determined for such Payment Date and the two (2) preceding Payment Dates is less than five (5) times the percentage equivalent of a fraction (A) the numerator of which equals the sum of the
accrued Interest Payment Amounts for each Class of all Outstanding Notes on such date and (B) the denominator of which equals the aggregate average Note Balances of each Class of Outstanding Notes during the related Monthly Advance Collection
Period; 
 (ii) the occurrence of one or more Servicer Termination Events under Designated Servicing Agreements representing
15% or more (by Mortgage Loan balance as of the date of termination) of all the Designated Servicing Agreements then included in the Facility, but not including any Servicer Termination Events that are solely due to the breach of one or more
Collateral Performance Tests or a Servicer Ratings Downgrade or the transfer of subservicing of any such Designated Servicing Agreement without the prior written consent of the Administrative Agent; 

(iii) the Monthly Reimbursement Rate is less than 5.00%; 

  
 16 








 (iv) the rating assigned to any Class of Series 2012-VF2 Notes is reduced below
the Applicable Rating assigned to such Class of Series 2012-VF2 Notes; 
 (v) as of the close of business on the last
Business Day of any calendar month, beginning in August 2013, Home Loan Servicing Solutions shall have failed to satisfy the Liquidity Requirement; 

(vi) as of the close of business on the last Business Day of any calendar month, beginning in August 2013, Home Loan Servicing
Solutions shall have failed to satisfy the Adjusted Tangible Equity Requirement; 
 (vii) as of any Payment Date, the average
net income of Home Loan Servicing Solutions, determined in accordance with GAAP, for any two consecutive fiscal quarters shall be less than $1.00; or 

(viii) a “Target Amortization Period” shall have occurred with respect to any Class of Variable Funding Notes or Draw
Notes of any other Series. 
 “Target Amortization Period” means, for any Class of Series 2012-VF2 Notes, as applicable,
the period that begins upon the occurrence of an applicable Target Amortization Event and ends upon the earlier of (i) a Facility Early Amortization Event and (ii) the date on which the Notes of such Class are paid in full. 

“Transaction Documents” means, in addition to the documents set forth in the definition thereof in the Base Indenture, this
Indenture Supplement, the VF2 Note Purchase Agreement and the VF2 Fee Letter, each as amended, supplemented, restated, or otherwise modified from time to time. 

“Trigger Advance Rate” means, for any Class within the Series 2012-VF2 Notes, as of any date, the rate equal to (1) 100%
minus (2) the product of (a) one twelfth (1/12) of the Stressed Interest Rate for such Class, as of such date plus the related Expense Rate as of such date, multiplied by (b) the related Stressed Time for such Class
as of such date. 
 “Underlying Trust” means a trust or trust estate in which the Mortgage Loans being serviced by the
Servicer pursuant to a Designated Servicing Agreement, are held in a securitization transaction by the related Underlying Trustee or held in whole loan form by an owner thereof. 

“Underlying Trustee” means a trustee or indenture trustee for an Underlying Trust. 

“Undrawn Fee Rate” means, with respect to each Class of Series 2012-VF2 Notes and for each Interest Accrual Period,
0.50% per annum. 
 “VF2 Facility Fee” means the related Commitment Fee (as set forth in the VF2 Fee
Letter) plus an amount (as set forth in the VF2 Fee Letter), payable on each Payment Date during the Revolving Period, equal to the product of (i) the average daily Maximum VFN Principal Balance in effect during the related Interest Accrual
Period with respect to the Series 2012-VF2 Notes, (ii) 0.375% and (iii) 1/12, commencing on the Payment Date in September 2013; 

  
 17 








 
provided, that, if the Revolving Period ends with respect to the Series 2012-VF2 Notes prior to the related Expected Repayment Date, on such date an amount equal to the “VF2 Facility Fee
Remainder” (as such term is defined in the VF2 Fee Letter). 
 “VF2 Fee Letter” means that certain Fee Letter
Agreement, dated as of August 30, 2013, among the Administrative Agent, the sole lead arranger to such agreement, the Administrator, the Servicer and the Issuer. 

“VF2 Note Purchase Agreement” means that certain Amended and Restated Note Purchase Agreement, dated as of August 30,
2013, by and among the Issuer, Wells Fargo, as the Administrative Agent and Purchaser. 
 Section 3. Forms of Series 2012-VF2 Notes;
Transfer Restrictions. 
 (a) The form of the Rule 144A Definitive Note and of the Regulation S Definitive Notes that may be used to
evidence the Series 2012-VF2 Variable Funding Notes in the circumstances described in Section 5.4(c) of the Base Indenture are in the form attached to the Base Indenture as Exhibits A-2 and A-4, respectively. 

(b) In addition to any provisions set forth in Section 6.5 of the Base Indenture, with respect to the Series 2012-VF2 Notes, the
Holder of any Class of such Notes shall only transfer its beneficial interest therein to another potential investor following receipt of the written consent of the related Administrative Agent; provided, however, that, this Section 3(b)
does not apply to transfers of a participation interest in a Series 2012-VF2 Note or the transfer of all or a portion of a Series 2012-VF2 Note that does not include the Commitment of the Purchaser under the VF2 Note Purchase Agreement. The
Indenture Trustee (in all of its capacities) shall not be responsible to monitor, and shall not have any liability, for any such transfers of beneficial interests of participation interests. 

Section 4. Collateral Value Exclusions. For purposes of calculating “Collateral Value” in respect of the Series 2012-VF2
Notes, the Collateral Value shall be zero for any Receivable that: 
 (i) is attributable to any Designated Servicing
Agreement to the extent that such Receivable Balance, when added to the aggregate Receivable Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100%;

 (ii) is attributable to any Designated Servicing Agreement to the extent that such Receivable Balance, when added to the
aggregate Receivable Balance already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25%; 

(iii) is attributable to a Designated Servicing Agreement (i) for which the underlying Mortgage Loans have an unpaid
principal balance of less than $1,000,000 or (ii) that contains at least one (1) but fewer than fifteen (15) Mortgage Loans, as of the end of the most recently concluded calendar month (“Small Threshold Servicing
Agreements”), to the extent that such Receivables Balance, when added to the aggregate 

  
 18 








 
Receivables Balance of all Receivables outstanding with respect to Small Threshold Servicing Agreements, cause the total Receivables Balance attributable to Small Threshold Servicing agreements
to exceed 2.50% of the total Receivables Balances of all Receivables included in the Facility; 
 (iv) is attributable to a
Designated Servicing Agreement (i) for which the underlying Mortgage Loans have an unpaid principal balance an unpaid principal balance greater than or equal to $1,000,000 but less than $10,000,000, or (ii) that contains at least 15 but
fewer than 50 Mortgage Loans, as of the end of the most recently concluded calendar month (“Low Threshold Servicing Agreement”), to the extent that such Receivable Balances, when added to the aggregate Receivable Balances of all
Receivables outstanding with respect to Low Threshold Servicing Agreements, cause the total Receivable Balances attributable to Small Threshold Servicing Agreements and Low Threshold Servicing Agreements, collectively, to exceed 7.50% of the total
Receivable Balances of all Receivables included in the Facility; 
 (v) is attributable to a Designated Servicing Agreement
(i) for which the underlying Mortgage Loans have an unpaid principal balance greater than or equal to $10,000,000 but less than $25,000,000, or (ii) that contains at least 50 but fewer than 125 Mortgage Loans, as of the end of the most
recently concluded calendar month (“Middle Threshold Servicing Agreement”), to the extent the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Receivables outstanding with respect to
Middle Threshold Servicing Agreements, cause the total Receivable Balances attributable to Small Threshold Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements, collectively, to exceed 15.00% of the
aggregate of the Receivable Balances of all Receivables included in the Facility; 
 (vi) is attributable to a Designated
Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances outstanding with respect to that same Designated Servicing Agreement, would cause the total Receivable Balances
attributable to such Designated Servicing Agreement to exceed 15% of the aggregate of the Receivable Balances of all Receivables included in the Trust Estate; 

(vii) unless the related Designated Servicing Agreement shall satisfy clause (iii) and clause (viii) of the
definition of “Facility Eligible Servicing Agreement” in the Base Indenture, is a Receivable attributable to an Exempted MBS Trust; provided, that, for the avoidance of doubt, the parties hereto are not, pursuant to this
Section 4(vii) and with respect to the Designated Servicing Agreements related to the Exempted MBS Trusts, waiving any failure to satisfy any other provision of the definition of “Facility Eligible Servicing Agreement”; 

(viii) is a Loan-Level Receivable whose Receivable Balance, when added to the aggregate Receivable Balances of all Receivables
outstanding with respect to Loan-Level Advance Receivables, cause the total Receivable Balances attributable to Loan-Level Advance Receivables to exceed 15% of the total Receivable Balances of all Receivables included in the Facility; 

  
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 (ix) is a Servicing Fee Advance Receivable that the Administrative Agent has not
provided its written consent (in its sole and absolute discretion) for, notwithstanding the satisfaction of clause (xi) and (xii) of the definition of “Facility Eligible Receivable” and clause (viii) of the definition of
“Facility Eligible Servicing Agreement.” For the avoidance of doubt, for so long as the Administrative Agent determines that the Servicing Fee Advance Receivables related to any Servicing Fee Advance Designated Servicing Agreement cannot
be afforded a positive Collateral Value, the related Servicing Fee Advance Designated Servicing Agreement shall not be considered a Servicing Fee Advance Designated Servicing Agreement in respect of the Series 2012-VF2 Notes; 

(x) is a Loan-Level Servicing Fee Advance Receivable attributable to a Mortgaged Property, to the extent that the
Receivable Balance of such Receivable, when added to the aggregate Receivable Balance outstanding for all other Loan-Level Servicing Fee Advance Receivables with respect to such Mortgaged Property, causes the total
Receivable Balance for all Loan-Level Servicing Fee Advance Receivables to exceed 10% of the Net Property Value of such Mortgaged Property; 

(xi)(A) is a Loan-Level Receivable whose Receivable Balance, when added to the aggregate Receivable Balances of all Receivables
with respect to the related Mortgage Loan or REO Property, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0% or (B) is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Small
Threshold Servicing Agreement whose Receivable Balance, when added to the aggregate Receivable Balances of all Receivables related to the Mortgage Loan or REO Property that is attributable to a Small Threshold Servicing Agreement, would cause the
related Mortgage Loan-Level Market Value Ratio to exceed 50.0%; 
 (xii) is a Restricted Servicing Fee Advance Receivable
attributable to a Servicing Fee Advance Designated Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balance outstanding for all other Restricted Servicing Fee
Advance Receivables with respect to all Servicing Fee Advance Designated Servicing Agreements, causes the total Receivable Balance for all Restricted Servicing Fee Advance Receivables to exceed 3.25% of the total Receivable Balance of all
Facility Eligible Receivables included in the Trust Estate; and 
 (xiii) is a Servicing Fee Advance Receivable which has not
been reimbursed in full under the related Facility Eligible Servicing Agreement as of the remittance date following the liquidation of the related Mortgage Loan and final reporting with respect thereto. 

  
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 Section 5. General Reserve Accounts 

In accordance with the terms and provisions of this Section 5 and Section 4.6 of the Base Indenture, the Indenture
Trustee shall establish and maintain a General Reserve Account with respect to the Class A-VF2 Variable Funding Notes, the Class B-VF2 Variable Funding Notes, the Class C-VF2 Variable Funding Notes and the Class D-VF2 Variable Funding Notes,
which shall be an Eligible Account, for the benefit of the Class A-VF2 Variable Funding Noteholders, the Class B-VF2 Variable Funding Noteholders, the Class C-VF2 Variable Funding Noteholders and the Class D-VF2 Variable Funding Noteholders.

 Section 6. Payments; Note Balance Increases; Early Maturity. 

(a) The Paying Agent shall make payments of interest in respect of the Series 2012-VF2 Notes on each Payment Date in accordance with
Section 4.5 of the Base Indenture and any payments of interest, Cumulative Interest Shortfall Amounts, or Fees or Increased Costs allocated to the Series 2012-VF2 Notes shall be paid first to the Class A-VF2 Variable Funding Notes,
thereafter, to the Class B-VF2 Variable Funding Notes, thereafter, to the Class C-VF2 Variable Funding Notes and, thereafter, to the Class D-VF2 Variable Funding Notes. The Paying Agent shall make payments of principal on the Series 2012-VF2 Notes
on each Interim Payment Date and each Payment Date in accordance with Sections 4.4 and 4.5, respectively, of the Base Indenture (at the option of the Issuer in the case of requests during the Revolving Period for the Series
2012-VF2 Notes). The Note Balance of each Class of the Series 2012-VF2 Notes may be increased from time to time on certain Funding Dates in accordance with the terms and provisions of Section 4.3 of the Base Indenture, but not in excess
of the related Maximum VFN Principal Balance. In addition, the parties hereto agree that the failure to pay any portion of any related Undrawn Fee Amount on any Payment Date shall constitute an Event of Default under Section 8.1(a)(i) of
the Base Indenture. 
 (b) In accordance with the terms and provisions of Section 4.5(a)(1)(ii) and
Section 4.5(a)(2)(iii)(A) of the Base Indenture, the Paying Agent shall allocate amounts related to all Series Fees for the Series 2012-VF2 Notes in the following order of priority: (i) first, to pay the applicable portion of the
VF2 Facility Fee to Wells Fargo, as Administrative Agent; and (ii) second, pro rata, to pay all other fees and expenses related to the Series 2012-VF2 Notes. 

(c) Notwithstanding anything to the contrary contained herein or in the Base Indenture, the Issuer may, upon at least five (5) Business
Days’ prior written notice to the Administrative Agent, redeem in whole or in part, and/or terminate and cause the retirement of any of the Series 2012-VF2 Notes at any time using proceeds of issuance of new Notes. 

The Series 2012-VF2 Notes are also subject to optional redemption in accordance with the terms of Section 13.1 of the Base
Indenture. 
 Upon the issuance of Term Notes following the related Issuance Date and any redemption of the Series 2012-VF2 Notes and/or
Series 2012-VF3 Notes, the proceeds of such issuance of Term Notes shall be allocated among the Series 2012-VF2 Notes and the Series 2012-VF3 Notes in amounts in accordance with the terms and provisions of the Base Indenture or as otherwise agreed
to between Wells Fargo Securities, LLC and Credit Suisse AG, New York Branch, each in their capacity as Administrative Agent. 

  
 21 








 (d) Any payments of principal allocated to the Series 2012-VF2 Notes during a Full Amortization
Period shall be applied in the following order of priority, first, to the Class A-VF2 Variable Funding Notes, until their Note Balance has been reduced to zero, second, to the Class B-VF2 Variable Funding Notes until their Note
Balance has been reduced to zero, third, to the Class C-VF2 Variable Funding Notes, until their Note Balance has been reduced to zero, and fourth, to the Class D-VF2 Variable Funding Notes, until their Note Balance has been reduced to
zero. 
 (e) The Administrative Agent and the Holders of 100% of the Outstanding Notes further confirm that that the Series 2012-VF2 Notes
issued on the Issuance Date pursuant to this Indenture Supplement shall be issued in the name of “Wells Fargo Bank, N.A,” and the Administrative Agent and the Holder of 100% of the Outstanding Notes hereby direct the Indenture Trustee to
issue the Series 2012-VF2 Notes in the name of “Wells Fargo Bank, N.A.”. 
 Section 7. Determination of Note Interest Rate
and LIBOR. 
 (a) At least one (1) Business Day prior to each Determination Date, the Administrator shall calculate the Note
Interest Rate for the related Interest Accrual Period (using One Month LIBOR as determined by the Administrative Agent in accordance with Section 7(b) below, as applicable) and the Interest Payment Amount for the Series 2012-VF2 Notes
for the upcoming Payment Date, and include a report of such amount in the related Payment Date Report. 
 (b) On each LIBOR Determination
Date, the Administrative Agent will determine the arithmetic mean of the London Interbank Offered Rate (“LIBOR”) quotations for one-month Eurodollar deposits (“One-Month LIBOR”) for the succeeding Interest Accrual
Period for the Series 2012-VF2 Notes on the basis of the Reference Banks’ offered LIBOR quotations provided to the Calculation Agent as of 11:00 a.m. (London time) on such LIBOR Determination Date. As used herein with respect to a LIBOR
Determination Date, “Reference Banks” means leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) whose quotations
appear on the Bloomberg Screen US0001M Index Page for the LIBOR Determination Date in question and (iii) which have been designated as such by the Calculation Agent (after consultation with the Administrative Agent) and are able and willing to
provide such quotations to the Calculation Agent for each LIBOR Determination Date. “Bloomberg Screen US0001M Index Page” means the display designated as page US0001M Index Page on the Bloomberg Financial Markets Commodities News
(or such other pages as may replace such page on that service for the purpose of displaying LIBOR quotations of major banks). If any Reference Bank should be removed from the Bloomberg Screen US0001M Index Page or in any other way fails to meet the
qualifications of a Reference Bank, the Administrative Agent may, in its sole discretion, designate an alternative Reference Bank. 
 If,
for any LIBOR Determination Date, two (2) or more of the Reference Banks provide offered One-Month LIBOR quotations on the Bloomberg Screen US0001M Index Page, One-Month LIBOR for the next succeeding Interest Accrual Period for the Series
2012-VF2 Notes will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places). 

  
 22 








 If, for any LIBOR Determination Date, only one (1) or none of the Reference Banks provides
such offered One-Month LIBOR quotations for the next applicable Interest Accrual Period, One-Month LIBOR for the next Interest Accrual Period for the Series 2012-VF2 Notes will be the higher of (x) One-Month LIBOR as determined for the previous
LIBOR Determination Date and (y) the Reserve Interest Rate. The “Reserve Interest Rate” on any date of determination will be the rate per annum that the Administrative Agent determines to be either (A) the
arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rate that New York City banks selected by the Administrative Agent are quoting, on the relevant LIBOR Determination
Date, to the principal London offices of at least two (2) leading banks in the London Interbank market or (B) in the event that the Administrative Agent is unable to determine such arithmetic mean, the lowest one-month Eurodollar lending
rate that the New York City banks so selected by the Administrative Agent are quoting on such LIBOR Determination Date to leading European banks. 

If, on any LIBOR Determination Date, the Administrative Agent is required but is unable to determine the Reserve Interest Rate in the manner
provided in the preceding paragraph, One-Month LIBOR for the next applicable Interest Accrual Period will be One-Month LIBOR as determined for the previous LIBOR Determination Date. 

Notwithstanding the foregoing, One-Month LIBOR for an Interest Accrual Period shall not be based on One-Month LIBOR for the previous Interest
Accrual Period on the Series 2012-VF2 Notes for two (2) consecutive LIBOR Determination Dates. If, under the priorities described above, One-Month LIBOR for an Interest Accrual Period on the Series 2012-VF2 Notes would be based on One-Month
LIBOR for the previous LIBOR Determination Date for the second consecutive LIBOR Determination Date, the Administrative Agent shall select an alternative index (over which the Administrative Agent has no control) used for determining one-month
Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent third party, and this alternative index shall constitute One-Month LIBOR for all purposes under this Indenture Supplement in that event. 

(c) The establishment of One-Month LIBOR by the Administrative Agent and the Administrator’s subsequent calculation of the Note Interest
Rate on the Series 2012-VF2 Notes for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. 

Section 8. Increased Costs. 

(a) If any Regulatory Change or other requirement of any law, rule, regulation or order applicable to a Holder of a Series 2012-VF2 Note (a
“Requirement of Law”) or any change in the interpretation or application thereof or compliance by such Holder with any request or directive (whether or not having the force of law) from any central bank or other governmental authority made
subsequent to the date hereof: 

  
 23 








 (1) shall subject such Holder to any tax of any kind whatsoever with respect to
its Series 2012-VF2 Note (excluding income taxes, branch profits taxes, franchise taxes or similar taxes imposed on such Holder as a result of any present or former connection between such Holder and the United States, other than any such connection
arising solely from such Holder having executed, delivered or performed its obligations or received a payment under, or enforced, this Indenture Supplement or any U.S. federal withholding taxes imposed under Code sections 1471 through 1474 as of the
date of this Indenture (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any regulations or official interpretations thereunder and any agreements entered into under 1471(b) of the
Code or any U.S. federal withholding taxes imposed as a result of a failure by such Noteholder to timely furnish the Indenture Trustee on behalf of the Issuer any applicable IRS Form W-9, W-8BEN, W-8ECI or W-8IMY (with any applicable attachments))
or change the basis of taxation of payments to such Holder in respect thereof; shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or
for the account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of such Holder which is not otherwise included in the determination of the Note Interest Rate hereunder; or 

(2) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets held by, deposits or other liabilities in or for the account of, advances, or credit extended or participated by, or any other acquisition of funds by, any office of such Holder which is not otherwise included in the
determination of the Note Interest Rate hereunder; or 
 (3) shall have the effect of reducing the rate of return on such
Holder’s capital or on the capital of such Holder’s holding company, if any, as a consequence of this Indenture Supplement, the VF2 Note Purchase Agreement or the Series 2012-VF2 Notes to a level below that which such Holder or such
Holder’s holding company could have achieved but for such Requirements of Law (other than any Regulatory Change, Requirement of Law, interpretation or application thereof, request or directive with respect to taxes) (taking into consideration
such Holder’s policies and the policies of such Holder’s holding company with respect to capital adequacy); or 

(4) shall impose on such Holder or the London interbank market any other condition, cost or expense (other than with respect to
taxes) affecting this Indenture Supplement, the VF2 Note Purchase Agreement or the Series 2012-VF2 Notes or any participation therein; or 

(5) shall impose on such Holder any other condition; 

and the result of any of the foregoing is to increase the cost to such Holder, by an amount which such Holder deems to be material, of continuing to hold its
Series 2012-VF2, of maintaining its 

  
 24 








 
obligations with respect thereto, or to reduce any amount due or owing hereunder in respect thereof, or to reduce the amount of any sum received or receivable by such Holder (whether of
principal, interest or any other amount) or (in the case of any change in a Requirement of Law regarding capital adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Holder or any Person
controlling such Holder with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) from any governmental or quasi-governmental authority made subsequent to the date hereof) shall have
the effect of reducing the rate of return on such Holder’s or such controlling Person’s capital as a consequence of its obligations as a Holder of a Variable Funding Note to a level below that which such Holder or such controlling Person
could have achieved but for such adoption, change or compliance (taking into consideration such Holder’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Holder to be material, then, in
any such case, such Holder shall invoice the Administrator for such additional amount or amounts as calculated by such Holder in good faith as will compensate such Holder for such increased cost or reduced amount, and such invoiced amount shall be
payable to such Holder on the Payment Date following the next Determination Date following such invoice, in accordance with Section 4.5(a)(1)(ii) or Section 4.5(a)(2)(ii) of the Base Indenture, as applicable; provided,
however, that any amount of Increased Costs in excess of the Increased Cost Limit shall be payable to such Holder in accordance with Section 4.5(a)(1)(viii) or Section 4.5(a)(2)(vi) of the Base Indenture, as
applicable. 
 (b) Increased Costs payable under this Section 8 shall be payable on a Payment Date only to the extent invoiced
to the Indenture Trustee prior to the related Determination Date. 
 Section 9. Series Reports. 

(a) Series Calculation Agent Report. The Calculation Agent shall deliver a report of the following items together with each Calculation
Agent Report pursuant to Section 3.1 of the Base Indenture to the extent received from the Servicer, with respect to the Series 2012-VF2 Notes: 

(i) the unpaid principal balance of the Mortgage Loans subject to any Small Threshold Servicing Agreement, Low Threshold
Servicing Agreement and Middle Threshold Servicing Agreement; 
 (ii) the Advance Ratio for each Designated Servicing
Agreement, and whether the Advance Ratio for such Designated Servicing Agreement exceeds 100%; 
 (iii) the Market Value
Ratio for each Designated Servicing Agreement, and whether the Market Value Ratio for such Designated Servicing Agreement exceeds 25%; 

(iv) the aggregate Receivables Balance of all Loan-Level Receivables included in the Trust Estate and whether the percentage of
Loan-Level Receivables included in the Trust Estate exceeds 10% or causes the Mortgage Loan-Level Market Value Ratio for Loan-Level Receivables to exceed 50%; 

  
 25 








 (v) the aggregate Receivables Balance of all Restricted Servicing Fee Receivables
included in the Trust Estate and whether the percentage of Restricted Servicing Fee Receivables included in the Trust Estate exceeds 3.25%; 

(vi) for each Middle Threshold Servicing Agreement, as of the end of the most recently concluded calendar month, the aggregate
of the Funded Advance Receivable Balances of all Receivables attributable to such Designated Servicing Agreement as a percentage of the aggregate of the Funded Advance Receivable Balances of all Receivables included in the Trust Estate; 

(vii) for each Low Threshold Servicing Agreement, as of the end of the most recently concluded calendar month, the aggregate of
the Funded Advance Receivable Balances of all Receivables attributable to such Designated Servicing Agreement as a percentage of the aggregate of the Funded Advance Receivable Balances of all Receivables included in the Trust Estate; 

(viii) for each Small Threshold Servicing Agreement, as of the end of the most recently concluded calendar month, the aggregate
of the Funded Advance Receivable Balances of all Receivables attributable to such Designated Servicing Agreement as a percentage of the aggregate of the Funded Advance Receivable Balances of all Receivables included in the Trust Estate; 

(ix)(A) a list of each Target Amortization Event for the Series 2012-VF2 Notes and presenting a “yes” or
“no” answer beside each indicating whether each such Target Amortization Event has occurred as of the end of the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming
Interim Payment Date; and (B) whether any Target Amortization Amount that has become due and payable has been paid. 

(x) whether any Receivable, or any portion of the Receivables, attributable to a Designated Servicing Agreement, has zero
Collateral Value by virtue of the definition of “Collateral Value” or Section 4 of this Indenture Supplement, and indicating the related provision affecting such Receivable; 

(xi) a calculation of the Net Proceeds Coverage Percentage in respect of each of the three (3) preceding Monthly Advance
Collection Periods (or each that has occurred since the date of this Indenture Supplement, if less than three (3)), and the arithmetic average of the three; 

(xii) the Monthly Reimbursement Rate for the upcoming Payment Date or Interim Payment Date; 

(xiii) the PSA Stressed Non-Recoverable Advance Amount for the upcoming Payment Date or Interim Payment Date; and 

(xiv) the Trigger Advance Rate for each Class of Series 2012-VF2 Notes. 

  
 26 








 (b) Series Payment Date Report. In conjunction with each Payment Date Report, the
Indenture Trustee shall also report the Stressed Time Percentage. 
 (c) Limitation on Indenture Trustee Duties. The Indenture
Trustee shall have no independent duty to verify: (1) the Adjusted Tangible Equity, (2) the occurrence of any of the events described in clauses (ii), (v), (vi) and (vii) of the definition of “Target Amortization
Event,” (3) compliance with clause (vi) of the definition of “Facility Eligible Servicing Agreement,” and (4) that all Series 2012-VF2 Notes meet the criteria set forth in the last proviso of the definition of
“Note Interest Rate.” 
 Section 10. Conditions Precedent Satisfied. 

The Issuer hereby represents and warrants to the Holders of the Series 2012-VF2 Notes and the Indenture Trustee that, as of the related
Issuance Date, each of the conditions precedent set forth in the Base Indenture, including but not limited to those conditions precedent set forth in Section 6.10(a) thereof, have been satisfied. 

Section 11. Representation and Warranties. 

(a) The Issuer, the Administrator, the Servicer and the Indenture Trustee hereby restate as of the related Issuance Date, or as of such other
date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Sections 9.1, 10.1 and 11.14, respectively, of the Base Indenture. 

(b) On any MSR Transfer Date, HLSS shall deliver to the Indenture Trustee an MSR Transfer Notice signed by OLS and HLSS; provided, however,
that the Issuer, Administrative Agent, Servicer and Administrator each acknowledge and agree that with respect to each Designated Servicing Agreement related to the No-RAC MBS Trusts (the “No-RAC Servicing Agreements”), the Servicer
currently acts as primary servicer of each such No-RAC Servicing Agreement, notwithstanding that the Servicer may not have received all of the rating agency confirmation letters specified that are required under such No-RAC Servicing Agreements
to effect a definitive transfer to the Servicer of the related servicing rights and role of primary servicer. Notwithstanding anything to the contrary herein or in the other Transaction Documents (i) it is intended that Receivables related
to the No-RAC Servicing Agreements be eligible for financing under this Indenture Supplement and the other Transaction Documents notwithstanding the failure of the related transfer conditions set forth above to be satisfied, (ii) the No-RAC
Servicing Agreements shall not fail to be Facility Eligible Servicing Agreements solely as a result of the failure of such transfer conditions to be satisfied, (iii) Receivables related to the No-RAC Servicing Agreements shall not fail to be
Facility Eligible Receivables solely as a result of the failure of such transfer conditions to be satisfied and (iv) the failure of such transfer conditions to be satisfied shall not be deemed to constitute, cause or otherwise give rise to a
breach, default, Event of Default, Facility Early Amortization Event, Target Amortization Event, Servicer Termination Event or similar event under this Indenture Supplement, the Base Indenture or the other Transaction Documents, in each case so long
as the Servicer has not received a notice of termination with respect to any such No-RAC Servicing Agreement from any Person entitled to deliver such notice under such No-RAC Servicing Agreement. 

  
 27 








 Section 12. Amendments. 

(a) (a) Notwithstanding any provisions to the contrary in Article XII of the Base Indenture, and in addition to and otherwise subject to
the provisions set forth in Sections 12.1 and 12.3 of the Base Indenture, without the consent of the Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the
Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer), and the Administrative Agent, and with prior notice to the
applicable Note Rating Agency, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that
such amendment will not have an Adverse Effect, may amend this Indenture Supplement for any of the following purposes: (i) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or
inconsistent provision herein or any other Transaction Document; (ii) to take any action necessary to maintain the rating currently assigned by the applicable Note Rating Agency to and/or to avoid such Class of Notes being placed on negative
watch by such Note Rating Agency; or (iii) to amend any other provision of this Indenture Supplement. 
 (b) (b) Notwithstanding any
provisions to the contrary in Section 6.10 or Article XII of the Base Indenture, no supplement, amendment or indenture supplement entered into with respect to the issuance of a new Series of Notes or pursuant to the terms and
provisions of Section 12.2 of the Base Indenture may, without the consent of 66 2/3% of the Series 2012-VF2 Notes (including 100% of the Class A-VF2 Variable Funding Notes), supplement, amend or revise any term or provision of this
Indenture Supplement. 
 Section 13. Counterparts. 

This Indenture Supplement may be executed in any number of counterparts, by manual or facsimile signature, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. 
 Section 14.
Entire Agreement. 
 This Indenture Supplement, together with the Base Indenture incorporated herein by reference, constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof, and fully supersedes any prior or contemporaneous agreements relating to such subject matter. 

Section 15. Limited Recourse. 

(a) Reimbursement of Advances upon Transfer of Servicing. In connection with any sale or other voluntary transfer of servicing under any
Designated Servicing Agreement (not including any transfer resulting from the succession of another Person to the business of the Servicer) or removal of the Seller as Servicer with respect to any of the No-RAC Servicing Agreements (set forth on
Schedule 1) by the related Underlying Trustee on account of a failure to satisfy any condition to transfer of servicing requiring rating agency confirmation with respect thereto, the Servicer shall cause the Subservicer to collect reimbursement
of all outstanding Advances under such Designated Servicing Agreement prior to transferring the servicing under such Designated Servicing Agreement. 

  
 28 








 (b) Other than as expressly provided in this Indenture Supplement, the Series 2012-VF2 Notes, any
other Transaction Documents or otherwise, the obligations of the Issuer under the Series 2012-VF2 Notes, this Indenture Supplement and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable
solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, none of the Holders of Series 2012-VF2 Notes, the Indenture Trustee or any
of the other parties to the Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive. No
recourse shall be had for the payment of any amount owing in respect of the Series 2012-VF2 Notes or this Indenture Supplement or for any action or inaction of the Issuer against any officer, director, employee, shareholder, stockholder or
incorporator of the Issuer or any of their successors or assigns for any amounts payable under the Series 2012-VF2 Notes or this Indenture Supplement. 

(c) It is understood that the foregoing provisions of this Section 15 shall not (a) prevent recourse to the Trust Estate for
the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate or (b) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by
the Series 2012-VF2 Notes or secured by this Indenture Supplement. It is further understood that the foregoing provisions of this Section 15 shall not limit the right of any Person to name the Issuer as a party defendant in any
proceeding or in the exercise of any other remedy under the Series 2012-VF2 Notes or this Indenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced
against any such Person or entity. 
 Section 16. Notice 

Any communication provided for or permitted hereunder or otherwise pursuant to the Base Indenture shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed as aforesaid, to: in the case of
Wells Fargo Securities, LLC, 301 South College Street, MAC D1053 082, Charlotte, North Carolina 28288, Attention: Goetz Rokahr, facsimile number: 704-383-3556; in the case of Wells Fargo Bank, N.A., 301 South College Street, MAC D1053 082,
Charlotte, North Carolina 28288, Attention: Goetz Rokahr, facsimile number: 704-383-3556; or such other address or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing. The parties hereto agree that, with
respect to any communication delivered under any Transaction Document to the Receivables Seller, the Administrator, the Depositor, the Issuer, any Administrative Agent (as defined under clause (ii) of the definition hereof) or any Holder of a
Series 2012-VF2 Note, a copy of such communication shall be delivered to the Administrative Agent as well. 

  
 29 








 Section 17. Owner Trustee Limitation of Liability. 

It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement is executed and delivered by Wilmington
Trust Company, not individually or personally, but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing
herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture Supplement or the other Transaction Documents. 

  
 30 








 IN WITNESS WHEREOF, HLSS Servicer Advance Receivables Trust, as Issuer, HLSS Holdings, LLC
(as Administrator on behalf of the Issuer and as Servicer (on and after the MSR Transfer Date)), Ocwen Loan Servicing, LLC (as Servicer (prior to the MSR Transfer Date)), Deutsche Bank National Trust Company, as Indenture Trustee, Calculation Agent,
Paying Agent and Securities Intermediary, and Wells Fargo Securities, LLC, as Administrative Agent, have caused this Indenture Supplement relating to the Series 2012-VF2 Notes, to be duly executed by their respective officers thereunto duly
authorized and their respective signatures duly attested all as of the day and year first above written. 
  

													
	 HLSS SERVICER ADVANCE

RECEIVABLES TRUST, as Issuer
	 	 DEUTSCHE BANK NATIONAL TRUST

COMPANY, as Indenture Trustee, Calculation

	  
 By: Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee
	 	 Agent, Paying Agent and Securities Intermediary and

not in its individual capacity

					
	By:	 	/s/ Yvette L. Howell	 		 	By:	 	/s/ Amy McNulty
		 	Name:	 	Yvette L. Howell	 		 		 	Name:	 	Amy McNulty
		 	Title:	 	Assistant Vice President	 		 		 	Title:	 	Associate
						
		 		 		 		 	By:	 	/s/ Cindy Lai
		 		 		 		 		 	Name:	 	Cindy Lai
		 		 		 		 		 	Title:	 	Assistant Vice President
		
	 HLSS HOLDINGS, LLC, as Administrator and as

Servicer (on or after the MSR Transfer Date)
	 	 OCWEN LOAN SERVICING, LLC, as a Subservicer

and as Servicer (prior to the MSR Transfer Date)

					
	By:	 	/s/ Richard Delgado	 		 	By:	 	/s/ Nikhil Malik
		 	Name:	 	Richard Delgado	 		 		 	Name:	 	Nikhil Malik
		 	Title:	 	Senior Vice President and Treasurer	 		 		 	Title:	 	Treasurer

 [Signature Page to Indenture Supplement  ̈ HLSS
Series 2012-VF1 Notes] 








													
				
	 WELLS FARGO SECURITIES, LLC as

Administrative Agent
	 		 		 	
						
	By:	 	/s/ Joseph Neilson	 		 		 		 	
		 	Name:	 	Joseph Neilson	 		 		 		 	
		 	Title:	 	Director	 		 		 		 	
					
	 CREDIT SUISSE AG, NEW YORK BRANCH,

as Administrative Agent, solely in connection with
 the final
paragraph of Section 6(c)
	 		 		 		 	
						
	By:	 	/s/ Michelangelo Raimondi	 		 		 		 	
		 	Name:	 	Michelangelo Raimondi	 		 		 		 	
		 	Title:	 	Vice President	 		 		 		 	
						
	By:	 	/s/ Jason Ruchelsman	 		 		 		 	
		 	Name:	 	Jason Ruchelsman	 		 		 		 	
		 	Title:	 	Vice President	 		 		 		 	

 [Signature Page to Indenture Supplement  ̈ HLSS
Series 2012-VF1 Notes] 







 Schedule 1 

No-RAC Servicing Agreements 
  

			
	 Investor No.
	  	Investor Name
	 3436
	  	C-BASS 2006-CB7
	 3038
	  	CMLTI 2007-AMC3
	 3099
	  	Fremont 2006-2
	 3162
	  	GSAMP 2007-H1
	 3164
	  	GSAMP 2007-HE2

 [Signature Page to Indenture Supplement  ̈ HLSS
Series 2012-VF1 Notes]