EX-10.2



 Exhibit 10.2 
 Execution Copy 
  

 
  

SUBSERVICING SUPPLEMENT 
 dated as of May 21, 2013 
 between 

OCWEN LOAN SERVICING, LLC 
 and 
 HLSS HOLDINGS, LLC 

 
  

 







 CONTENTS 

 

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








 SUBSERVICING SUPPLEMENT 

This SUBSERVICING SUPPLEMENT, dated as of May 21, 2013 (this “Subservicing Supplement”), is by and between HLSS
HOLDINGS, LLC, a Delaware limited liability company (“Servicer”), and OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“Ocwen”). 

RECITALS: 

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

WHEREAS, Servicer and Ocwen are parties to that certain Master Subservicing Agreement dated as of October 1, 2012 (the
“Master Subservicing Agreement”); and 
 WHEREAS, Servicer desires to engage Ocwen to act as subservicer with
respect to the Mortgage Loans relating to those pooling and servicing agreements or other servicing agreements listed in Schedule I hereto, as of the applicable Servicing Transfer Date (as defined herein), and Ocwen desires to act as
subservicer with respect to the Mortgage Loans relating to those pooling and servicing agreements or other servicing agreements, on the terms set forth in the Master Subservicing Agreement, as supplemented by this Subservicing Supplement.

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

1.1 Definitions. (a) For purposes of this Subservicing Supplement, the following capitalized terms shall have the respective
meanings set forth or referenced below. 
 “Base Subservicing Fee” has the meaning set forth in
Section 3.1. 
 “Deferred Servicing Agreement” has the meaning set forth in the Sale Supplement.

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

  
 1 








 “Monthly Servicing Fee” shall mean, for each calendar month, the sum of the
Base Subservicing Fee for such calendar month and the Seller Monthly Servicing Fee (as defined in the Sale Supplement) for such calendar month. 
 “Performance Fee” has the meaning set forth in Section 3.2. 
 “Retained Servicing Fee” shall mean, for any calendar month, an amount equal to the sum of (a) the product of the Retained Servicing Fee Percentage for such calendar month and the
average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements and the Deferred Servicing Agreements during such calendar month, and (b) the Retained Servicing Fee Shortfall, if any, for the immediately prior
calendar month. 
 “Retained Servicing Fee Percentage” shall mean, for any calendar month, the percentage set
forth on Schedule II to this Subservicing Supplement. 
 “Retained Servicing Fee Shortfall” shall mean,
for any calendar month, beginning in May 2013, an amount equal to the excess, if any, of (a) the Retained Servicing Fee for such calendar month over (b) the excess, if any, of (x) the aggregate Servicing Fees actually received by
Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing Agreement or pursuant to Sale Supplement, as applicable) over
(y) the Monthly Servicing Fee for such calendar month. 
 “Sale Supplement” shall mean that certain Sale
Supplement, dated as of the date hereof, between Servicer and Home Loan Servicing Solutions, Ltd., as Purchasers, and Ocwen, as Seller, as the same may be amended, supplemented or otherwise modified from time to time. 

“Scheduled Termination Date” means, with respect to each Subject Servicing Agreement serviced pursuant to this
Subservicing Supplement, the date which is six (6) years after the closing date of the initial acquisition of assets pursuant to the Sale Supplement. 
 “Servicing Agreement” shall mean each of the pooling and servicing agreements or other servicing agreements listed in Schedule I hereto. 

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

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

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

 
 Subservicing Supplement 

  
 2 








 “Target Ratio” for each calendar month shall mean the amount specified in
Schedule III with respect to such month. 
 (b) Any capitalized term used but not defined in this Subservicing Supplement
shall have the meaning assigned to such term in the Master Subservicing Agreement. 
 ARTICLE II. 

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

2.3 Reference to Master Subservicing Agreement. Each of Servicer and Subservicer agrees that (a) this Subservicing Supplement
is a “Subservicing Supplement” executed pursuant to Section 2.1 of the Master Subservicing Agreement, (b) the terms of this Subservicing Supplement are hereby incorporated into the Master Subservicing Agreement with
respect to the Subject Servicing Agreements and the related Mortgage Loans to the extent set forth therein, (c) each of the Subject Servicing Agreements listed in Schedule I is a “Subject Servicing Agreement” as such term is
used in the Master Subservicing Agreement on and after the related Servicing Transfer Date, and (d) the terms of this Subservicing Supplement apply to the Subject Servicing Agreements specified herein and not to any other “Subject
Servicing Agreement” as that term is used in the Master Subservicing Agreement. In the event of any conflict between the provisions of this Subservicing Supplement and the Master Subservicing Agreement, the terms of this Subservicing Supplement
shall prevail. 
 ARTICLE III. 
 SERVICING FEES 
 3.1 Base Subservicing Fee. As compensation for its
services with respect to the Subject Servicing Agreements, Servicer shall pay Ocwen a monthly base subservicing fee for each calendar month during which Ocwen is servicing Mortgage Loans with respect to Subject Servicing Agreements pursuant to this
Subservicing Supplement equal to 12.00% of the aggregate Servicing Fees actually received by Servicer and Home Loan Servicing Solutions, Ltd. pursuant to the Subject Servicing Agreements during such calendar month (the “Base Subservicing
Fee”). 
  
 Subservicing Supplement


  
 3 








 3.2 Performance Fee. Servicer shall pay to Ocwen for each calendar month during which
Ocwen is servicing Mortgage Loans with respect to Subject Servicing Agreements pursuant to this Subservicing Supplement a performance fee (the “Performance Fee”) equal to the greater of (a) zero and (b) the excess, if any,
of the aggregate of all Servicing Fees actually received by Servicer pursuant to the Subject Servicing Agreements and with respect to the Deferred Servicing Agreements during such calendar month (whether directly pursuant to such Subject Servicing
Agreement or pursuant to the Sale Supplement, as applicable) over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month, multiplied by (y) a fraction, (i) the
numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal
balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Subject Servicing Agreements during such calendar month, or such
other allocation percentage which is agreed by Servicer and Ocwen (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by 3.00% per annum (i.e., 0.25% per month) of the Excess
Servicing Advances, if any, for such calendar month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Servicer. If the Closing Date does not occur on the first day of a calendar
month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period. 

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

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

[Signature Page Follows] 
  

Subservicing Supplement 

  
 4 








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

			
	HLSS HOLDINGS, LLC
		
	      By:	 	/s/ James Lauter
	      Name:	 	James Lauter
	      Title:	 	CFO
	
	OCWEN LOAN SERVICING, LLC
	
	By: Ocwen Mortgage Servicing, Inc., as its sole member
		
	      By:	 	/s/ Nikhil Malik
	      Name:	 	Nikhil Malik
	      Title:	 	CFO and Treasurer


  
 Subservicing
Supplement 

  
 5 








 SCHEDULE I 

SERVICING AGREEMENTS 
  

			
	 Investor
 Number
	  	 Deal Name

	 4406
	  	Soundview 2007-OPT5
	 4400
	  	Soundview 2007-OPT1
	 4396
	  	Soundview 2006-OPT2
	 4399
	  	Soundview 2006-OPT5
	 4397
	  	Soundview 2006-OPT3
	 4085
	  	AMSI 2005-R10
	 4127
	  	ARSI 2005-W2
	 4134
	  	ARSI 2006-W1
	 4093
	  	AMSI 2005-R8
	 4130
	  	ARSI 2005-W5
	 4009
	  	AHM Assets Trust 2006-3
	 4010
	  	AHM Assets Trust 2006-4
	 4013
	  	AHM Assets Trust 2007-1
	 4014
	  	AHM Assets Trust 2007-2
	 4029
	  	AHM Investment Trust 2006-1
	 4027
	  	AHM Investment Trust 2005-4C
	 337
	  	MLMI 1999-H1
	 352
	  	Norwest/Lehman/Sasco 98-2
	 353
	  	Norwest/Lehman/Sasco 98-3
	 355
	  	Norwest/Lehman/Sasco 98-6
	 372
	  	First Alliance 1994-2
	 378
	  	First Alliance 1996-3
	 379
	  	First Alliance 1996-4
	 380
	  	First Alliance 1997-1
	 381
	  	First Alliance 1997-2
	 382
	  	First Alliance 1997-3
	 384
	  	First Alliance 1998-1
	 386
	  	First Alliance 1998-3
	 389
	  	First Alliance 1999-2
	 391
	  	First Alliance 1999-4


  
 Sch I-1










			
	 421
	  	First Alliance 1998-1A
	 462
	  	Delta Funding Series 2000-1
	 464
	  	Delta Funding Series 1995-2
	 513
	  	National Finance Securitization
	 550
	  	RFC Alternate Flow H- 62
	 558
	  	RFC Alternet Simple Interest
	 579
	  	Cityscape Securitization
	 2038
	  	1997-NC5 Greenwich
	 2040
	  	1997-NC6 Greenwich
	 2044
	  	Metropolitan 1996-A
	 2049
	  	Metropolitan 1999-A
	 2051
	  	Metropolitan 1999-C
	 2053
	  	MMFI I REMIC TRUST 2000-A
	 2054
	  	MMFI I REMIC TRUST 2000-B
	 2120
	  	Delta Funding Series 2001-1
	 2156
	  	CDC Mortgage Capital Trust 2001-HE1
	 2174
	  	SALOMON 2002 NC-1
	 2176
	  	Renaissance 2002-1
	 2209
	  	CSFB Series 2002-AR25
	 2248
	  	CSFB Mtg-Backed PT Certificates Series 2002-AR28
	 2431
	  	ABFS 2002-2
	 2432
	  	ABFS 2002-3
	 2433
	  	ABFS 2002-4
	 2674
	  	DSLA 2005—AR1
	 2675
	  	DSLA 2005—AR2
	 2687
	  	LMT 2006-2
	 2688
	  	LMT 2006-3
	 2689
	  	LMT 2006-4
	 3397
	  	RFMSI 2005-S2
	 3569
	  	GSRPM 2007-1
	 3570
	  	GSAMP 2007-SEA1
	 3571
	  	GSAMP 2006-SEA1
	 3572
	  	GSRPM 2006-2
	 3765
	  	MSMLT 2005-11AR


  
 Sch I-2










			
	 3767
	  	MSMLT 2006-1AR
	 3770
	  	MSMLT 2006-6AR
	 3771
	  	MSMLT 2006-8AR
	 3772
	  	MSMLT 2006-9AR
	 3775
	  	MSMLT 2005-6AR
	 3777
	  	MSMLT 2007-15AR
	 3781
	  	SEQUOIA MTG TRUST
	 3782
	  	BEAR STEARNS 2004-CL1 CL2
	 3783
	  	MSDWCC 2003 HYB1
	 3790
	  	ACE 2001-HE1
	 3792
	  	ACE 2002-HE2
	 3812
	  	MSAC 2006-HE4
	 3822
	  	MSAC 2006-NC4
	 3824
	  	FFMLT 2005-FFH2
	 3899
	  	MORGAN STANLEY
	 3909
	  	WAMU/PNC
	 3910
	  	FRANKLIN TEMPLETON
	 3912
	  	FIFTH THIRD BANK
	 4211
	  	HarborView Mortgage Loan Trust 2007-5
	 4117
	  	ARSI 2004-W11
	 4405
	  	Soundview 2007-OPT4
	 4135
	  	ARSI 2006-W2


  
 Sch I-3









 SCHEDULE II 

RETAINED SERVICING FEE PERCENTAGE 
  

							
	 From
 Month1
	  	To
Month	 	  	Retained Fee
	 1
	  	 	3	  	  	20.00 bps
	 4
	  	 	6	  	  	19.25 bps
	 7
	  	 	9	  	  	19.00 bps
	 10
	  	 	12	  	  	18.75 bps
	 13
	  	 	15	  	  	18.50 bps
	 16
	  	 	18	  	  	18.00 bps
	 19
	  	 	21	  	  	17.00 bps
	 22
	  	 	24	  	  	16.75 bps
	 25
	  	 	27	  	  	16.50 bps
	 28
	  	 	30	  	  	16.00 bps
	 31
	  	 	33	  	  	15.75 bps
	 34
	  	 	36	  	  	15.75 bps
	 37
	  	 	39	  	  	15.75 bps
	 40
	  	 	42	  	  	15.75 bps
	 43
	  	 	72	  	  	15.75 bps

  

	1 	Starting with May 2013. 


  
 Sch II-1









 SCHEDULE III 

TARGET RATIO SCHEDULE 
  

					
	Month2	  	Target Advance Ratio	 
	 1
	  	 	3.79	% 
	 2
	  	 	3.71	% 
	 3
	  	 	3.64	% 
	 4
	  	 	3.57	% 
	 5
	  	 	3.49	% 
	 6
	  	 	3.42	% 
	 7
	  	 	3.36	% 
	 8
	  	 	3.29	% 
	 9
	  	 	3.22	% 
	 10
	  	 	3.14	% 
	 11
	  	 	3.06	% 
	 12
	  	 	2.99	% 
	 13
	  	 	2.91	% 
	 14
	  	 	2.84	% 
	 15
	  	 	2.77	% 
	 16
	  	 	2.70	% 
	 17
	  	 	2.63	% 
	 18
	  	 	2.57	% 
	 19
	  	 	2.50	% 
	 20
	  	 	2.44	% 
	 21
	  	 	2.38	% 
	 22
	  	 	2.32	% 
	 23
	  	 	2.26	% 
	 24
	  	 	2.20	% 
	 25
	  	 	2.15	% 
	 26
	  	 	2.10	% 
	 27
	  	 	2.04	% 
	 28
	  	 	1.99	% 
	 29
	  	 	1.94	% 
	 30
	  	 	1.89	% 
	 31
	  	 	1.85	% 
	 32
	  	 	1.80	% 
	 33
	  	 	1.76	% 
	 34
	  	 	1.70	% 
	 35
	  	 	1.65	% 


 

	2 	Starting with May 2013. 


  
 Sch III-1










					
	Month2	  	Target Advance Ratio	 
	 36
	  	 	1.60	% 
	 37
	  	 	1.55	% 
	 38
	  	 	1.51	% 
	 39
	  	 	1.50	% 
	 40
	  	 	1.50	% 
	 41
	  	 	1.50	% 
	 42
	  	 	1.50	% 
	 43
	  	 	1.50	% 
	 44
	  	 	1.50	% 
	 45
	  	 	1.50	% 
	 46
	  	 	1.50	% 
	 47
	  	 	1.50	% 
	 48
	  	 	1.50	% 
	 49
	  	 	1.50	% 
	 50
	  	 	1.50	% 
	 51
	  	 	1.50	% 
	 52
	  	 	1.50	% 
	 53
	  	 	1.50	% 
	 54
	  	 	1.50	% 
	 55
	  	 	1.50	% 
	 56
	  	 	1.50	% 
	 57
	  	 	1.50	% 
	 58
	  	 	1.50	% 
	 59
	  	 	1.50	% 
	 60
	  	 	1.50	% 
	 61
	  	 	1.50	% 
	 62
	  	 	1.50	% 
	 63
	  	 	1.50	% 
	 64
	  	 	1.50	% 
	 65
	  	 	1.50	% 
	 66
	  	 	1.50	% 
	 67
	  	 	1.50	% 
	 68
	  	 	1.50	% 
	 69
	  	 	1.50	% 
	 70
	  	 	1.50	% 
	 71
	  	 	1.50	% 
	 72
	  	 	1.50	% 


  
 Sch III-2