Series 2014-T2 Indenture Supplement, dated as of March 18, 2014



 Exhibit 4.11 

EXECUTION COPY 
  

 
  

NEW RESIDENTIAL ADVANCE RECEIVABLES TRUST 

as Issuer 
 and 

WELLS FARGO BANK, N.A., 
 as
Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary 
 and 

NATIONSTAR MORTGAGE LLC, 
 as a
Subservicer (on and after the respective MSR Transfer Dates) and as Servicer (prior to the 
 respective MSR Transfer Dates) 

and 
 ADVANCE PURCHASER LLC, 

as Administrator and as Servicer (on and after the respective MSR Transfer Dates) 

and 
 CREDIT SUISSE AG, NEW YORK
BRANCH 
 as Administrative Agent 
  

 
 SERIES 2014-T2

 INDENTURE SUPPLEMENT 
 Dated
as of March 18, 2014 
 to 

INDENTURE 
 Dated as of
March 18, 2014 
 ADVANCE RECEIVABLES BACKED NOTES, 

SERIES 2014-T2 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	SECTION 1.	 	CREATION OF SERIES 2014-T2 NOTES	  	 	1	  
			
	SECTION 2.	 	DEFINED TERMS	  	 	2	  
			
	SECTION 3.	 	FORMS OF SERIES 2014-T2 NOTES; TRANSFER RESTRICTIONS	  	 	16	  
			
	SECTION 4.	 	COLLATERAL VALUE EXCLUSIONS	  	 	18	  
			
	SECTION 5.	 	SERIES 2014-T2 RESERVE ACCOUNT	  	 	21	  
			
	SECTION 6.	 	PAYMENTS; NOTE BALANCE INCREASES; EARLY MATURITY	  	 	22	  
			
	SECTION 7.	 	OPTIONAL REDEMPTIONS AND REFINANCING	  	 	23	  
			
	SECTION 8.	 	[RESERVED]	  	 	24	  
			
	SECTION 9.	 	SERIES REPORTS	  	 	24	  
			
	SECTION 10.	 	CONDITIONS PRECEDENT SATISFIED	  	 	26	  
			
	SECTION 11.	 	REPRESENTATIONS AND WARRANTIES	  	 	26	  
			
	SECTION 12.	 	AMENDMENTS	  	 	26	  
			
	SECTION 13.	 	COUNTERPARTS	  	 	27	  
			
	SECTION 14.	 	ENTIRE AGREEMENT	  	 	27	  
			
	SECTION 15.	 	LIMITED RECOURSE	  	 	27	  
			
	SECTION 16.	 	OWNER TRUSTEE LIMITATION OF LIABILITY	  	 	27	  








 THIS SERIES 2014-T2 INDENTURE SUPPLEMENT (this “Indenture Supplement”), dated as
of March 18, 2014, is made by and among NEW RESIDENTIAL ADVANCE RECEIVABLES TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), WELLS FARGO BANK, N.A., 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”), ADVANCE PURCHASER LLC, a limited liability company organized under the laws of the State of Delaware (“Advance Purchaser”), as Administrator on behalf of the Issuer, as owner of certain rights associated
with the servicing rights under the Designated Servicing Agreements, and, from and after the respective MSR Transfer Dates for each Designated Servicing Agreement, as servicer under such Designated Servicing Agreement, NATIONSTAR MORTGAGE LLC, a
limited liability company organized in the State of Delaware (“Nationstar”), as a Subservicer on and after the respective MSR Transfer Dates and as servicer for each Designated Servicing Agreement prior to the respective MSR
Transfer Dates, and CREDIT SUISSE AG, NEW YORK BRANCH (“Credit Suisse”), as Administrative Agent (as defined below). This Indenture Supplement relates to and is executed pursuant to that certain Indenture (as amended, supplemented,
restated or otherwise modified from time to time, the “Base Indenture”) supplemented hereby, dated as of March 18, 2014, among the Issuer, Nationstar, Advance Purchaser, the Indenture Trustee, the Calculation Agent, the Paying
Agent, the Securities Intermediary, Credit Suisse, as an Administrative Agent, Barclays Bank PLC (“Barclays”), as an Administrative Agent, Natixis, New York Branch (“Natixis”), as an Administrative Agent and
Morgan Stanley Bank, N.A. (“Morgan Stanley”), as an Administrative Agent and the “Administrative Agents” from time to time parties thereto, 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 a Series of Notes, the “New Residential Advance Receivables Trust 2014-T2 Advance
Receivables Backed Notes, Series 2014-T2 Notes” (the “Series 2014-T2 Notes”). The parties are entering this Indenture Supplement to document the terms of the issuance of the Series 2014-T2 Notes pursuant to the Base Indenture,
which provides for the issuance of Notes in multiple series from time to time. 
 Section 1. Creation of Series 2014-T2 Notes.

 There are hereby created, effective as of the Issuance Date, the Series 2014-T2 Notes, to be issued pursuant to the Base Indenture and
this Indenture Supplement, to be known as “New Residential Advance Receivables Trust 2014-T2 Advance Receivables Backed Notes, Series 2014-T2 Notes.” The Series 2014-T2 Notes shall not be subordinated to any other Series of Notes. The
Series 2014-T2 Notes are issued in seven (7) Classes of Term Notes (Class A-T2, Class B-T2, Class C-T2, Class D-T2, Class E-T2, Class F-T2, and Class G-T2), with the Initial Note Balances, Stated Maturity Dates, Revolving Periods, Note Interest
Rates, Expected 







 
Repayment Dates and other terms as specified in this Indenture Supplement. The Series 2014-T2 Notes shall be secured by the Trust Estate Granted to the Indenture Trustee pursuant to the Base
Indenture. The Indenture Trustee shall hold the Trust Estate as collateral security for the benefit of the Noteholders of the Series 2014-T2 Notes and all other Series of Notes issued under the Base Indenture as described therein. In the event that
any term or provision contained herein with respect to the Series 2014-T2 Notes 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. 
 Section 2. Defined Terms. 

With respect to the Series 2014-T2 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: 
 “Administrative Agent”
means, for so long as the Series 2014-T2 Notes have not been paid in full: (i) with respect to the provisions of this Indenture Supplement, Credit Suisse or an Affiliate or successor thereto; and (ii) with respect to the provisions of the
Base Indenture, and notwithstanding the terms and provisions of any other Indenture Supplement, together, Credit Suisse, Barclays, Natixis, Morgan Stanley 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 Purchaser” has
the meaning assigned to such term in the Preamble. 
 “Advance Rates” means, with respect to the Series 2014-T2 Notes, on
any date of determination with respect to each Receivable included in the Trust Estate, the percentage amount based on the Advance Type of such Receivable, as set forth in the table below, subject to amendment by mutual agreement of the
Administrative Agent and the Administrator, and with consultation with each Note Rating Agency; provided, 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: 

  
 2 









					
	 Series 2014-T2 Advance Rates (1)(2)

			
	 Class A-T2
	  	 	 	 
	 Advance Type / Type of Advance
	  	Non-Loan-Level	 	Loan-Level
	 Non-Judicial P&I Advances
	  	89.50%	 	89.50%
	 Judicial P&I Advances
	  	86.50%	 	86.50%
	 Non-Judicial Escrow Advances
	  	89.25%	 	89.00%
	 Judicial Escrow Advances
	  	81.00%	 	85.00%
	 Non-Judicial Corporate Advances
	  	86.25%	 	83.25%
	 Judicial Corporate Advances
	  	77.00%	 	73.50%
	 Non-Judicial Deferred Servicing Fees
	  	89.50%	 	89.50%
	 Judicial Deferred Servicing Fees
	  	86.50%	 	86.50%
			
	 Class B-T2
	  	 	 	 
	 Advance Type / Type of Advance
	  	Non-Loan-Level	 	Loan-Level
	 Non-Judicial P&I Advances
	  	91.50%	 	91.50%
	 Judicial P&I Advances
	  	89.50%	 	89.50%
	 Non-Judicial Escrow Advances
	  	91.50%	 	91.25%
	 Judicial Escrow Advances
	  	86.50%	 	88.50%
	 Non-Judicial Corporate Advances
	  	89.50%	 	87.50%
	 Judicial Corporate Advances
	  	83.75%	 	81.75%
	 Non-Judicial Deferred Servicing Fees
	  	91.50%	 	91.50%
	 Judicial Deferred Servicing Fees
	  	89.50%	 	89.50%
			
	 Class C-T2
	  	 	 	 
	 Advance Type / Type of Advance
	  	Non-Loan-Level	 	Loan-Level
	 Non-Judicial P&I Advances
	  	92.50%	 	92.50%
	 Judicial P&I Advances
	  	90.75%	 	90.75%
	 Non-Judicial Escrow Advances
	  	92.50%	 	92.25%
	 Judicial Escrow Advances
	  	89.00%	 	90.25%
	 Non-Judicial Corporate Advances
	  	91.00%	 	89.50%
	 Judicial Corporate Advances
	  	87.00%	 	85.50%
	 Non-Judicial Deferred Servicing Fees
	  	92.50%	 	92.50%
	 Judicial Deferred Servicing Fees
	  	90.75%	 	90.75%


  
 3 









					
	 Series 2014-T2 Advance Rates (1)(2)

			
	 Class D-T2
	  	 	 	 
	 Advance Type / Type of Advance
	  	Non-Loan-Level	 	Loan-Level
	 Non-Judicial P&I Advances
	  	93.50%	 	93.50%
	 Judicial P&I Advances
	  	92.00%	 	92.00%
	 Non-Judicial Escrow Advances
	  	93.50%	 	93.25%
	 Judicial Escrow Advances
	  	91.50%	 	91.75%
	 Non-Judicial Corporate Advances
	  	92.50%	 	91.50%
	 Judicial Corporate Advances
	  	90.25%	 	89.25%
	 Non-Judicial Deferred Servicing Fees
	  	93.50%	 	93.50%
	 Judicial Deferred Servicing Fees
	  	92.00%	 	92.00%
			
	 Class E-T2
	  	 	 	 
	 Advance Type / Type of Advance
	  	Non-Loan-Level	 	Loan-Level
	 Non-Judicial P&I Advances
	  	94.00%	 	94.00%
	 Judicial P&I Advances
	  	92.50%	 	92.50%
	 Non-Judicial Escrow Advances
	  	93.75%	 	93.50%
	 Judicial Escrow Advances
	  	92.25%	 	92.50%
	 Non-Judicial Corporate Advances
	  	93.00%	 	92.25%
	 Judicial Corporate Advances
	  	91.50%	 	90.75%
	 Non-Judicial Deferred Servicing Fees
	  	94.00%	 	94.00%
	 Judicial Deferred Servicing Fees
	  	92.50%	 	92.50%
			
	 Class F-T2
	  	 	 	 
	 Advance Type / Type of Advance
	  	Non-Loan-Level	 	Loan-Level
	 Non-Judicial P&I Advances
	  	94.25%	 	94.25%
	 Judicial P&I Advances
	  	93.00%	 	93.00%
	 Non-Judicial Escrow Advances
	  	94.00%	 	93.75%
	 Judicial Escrow Advances
	  	92.75%	 	93.00%
	 Non-Judicial Corporate Advances
	  	93.50%	 	93.00%
	 Judicial Corporate Advances
	  	92.25%	 	91.75%
	 Non-Judicial Deferred Servicing Fees
	  	94.25%	 	94.25%
	 Judicial Deferred Servicing Fees
	  	93.00%	 	93.00%


  
 4 









					
	 Series 2014-T2 Advance Rates (1)(2)

			
	 Class G-T2
	  	 	 	 
	 Advance Type / Type of Advance
	  	Non-Loan-Level	 	Loan-Level
	 Non-Judicial P&I Advances
	  	95.50%	 	95.50%
	 Judicial P&I Advances
	  	95.50%	 	95.50%
	 Non-Judicial Escrow Advances
	  	95.50%	 	95.50%
	 Judicial Escrow Advances
	  	95.50%	 	95.50%
	 Non-Judicial Corporate Advances
	  	95.50%	 	95.50%
	 Judicial Corporate Advances
	  	95.50%	 	95.50%
	 Non-Judicial Deferred Servicing Fees
	  	95.50%	 	95.50%
	 Judicial Deferred Servicing Fees
	  	95.50%	 	95.50%

  

	(1)	The Advance Rates set forth above shall be applicable both to Advance Types attributable to Receivables that are not Second-Lien Receivables and Advance Types attributable to Second-Lien Receivables (in all cases
subject to the following footnote (2)). 


	(2)	The Advance Rate for Non-Judicial P&I Advances (Loan-Level), Judicial P&I Advances (Loan-Level), Judicial Deferred Servicing Fees (Non-Loan-Level), Non-Judicial Deferred Servicing Fees (Non-Loan-Level), Judicial
Deferred Servicing Fees (Loan-Level) and Non-Judicial Deferred Servicing Fees (Loan-Level) is 0.00% until the Note Rating Agency determines that Advance Rates greater than 0.00% with respect thereto will not have a Ratings Effect, whereupon the
Advance Rates for such Non-Judicial P&I Advances (Loan-Level), Judicial P&I Advances (Loan-Level), Judicial Deferred Servicing Fees (Non-Loan-Level), Non-Judicial Deferred Servicing Fees (Non-Loan-Level), Judicial Deferred Servicing Fees
(Loan-Level) and Non-Judicial Deferred Servicing Fees (Loan-Level) shall be the lower of the applicable Advance Rates set forth above or the applicable Advance Rates provided by the Note Rating Agency at the time it makes its determination described
above regarding no Ratings Effect. 

 “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 Stressed Nonrecoverable Advance Amount
of all Mortgage Loans (other than any Mortgage Loans that generate Receivables that are Second-Lien Receivables or any Mortgage Loans that are attributable to Small Threshold Servicing Agreements) serviced pursuant to the related Designated
Servicing Agreement 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 Mortgage Loans that are not
Delinquent serviced pursuant to the related Designated Servicing Agreement. 
 “Advance to UPB Ratio” means, as of any date
of determination with respect to any Designated Servicing Agreement, the ratio (expressed as a percentage), of (i) the aggregate dollar amount of Advances as of such date that have not been reimbursed to the Servicer arising under the related
Designated Servicing Agreement over (ii) the aggregate unpaid principal balance of all Mortgage Loans that are not Delinquent serviced pursuant to the related Designated Servicing Agreement as of such date. 

  
 5 








 “Applicable Rating” means the rating assigned to each Class of the Series
2014-T2 Notes by S&P, as the Note Rating Agency, upon the issuance of such Class as set forth below: 
  

	 	(i)	Class A-T2: AAA(sf); 

  

	 	(ii)	Class B-T2: AA(sf); 

  

	 	(iii)	Class C-T2: A(sf); 

  

	 	(iv)	Class D-T2: BBB (sf); 

  

	 	(v)	Class E-T2: BB(sf); 

  

	 	(vi)	Class F-T2: B(sf); and 

  

	 	(vii)	Class G-T2: Unrated. 

 “Backstopped Advance Receivable” is a Receivable that
is the right to reimbursement for any Advance that, pursuant to the terms of the related Servicing Agreement, is reimbursable pursuant to a General Collections Backstop, either immediately or if not recoverable out of collections or proceeds of the
related Mortgage Loan. 
 “Base Indenture” has the meaning assigned to such term in the Preamble. 

“Class A-T2 Term Notes” or “Class A-T2 Notes” means, the Term Notes, Class A-T2, issued hereunder by
the Issuer, having an Initial Note Balance of $459,500,000, or any Term Notes issued in replacement thereof pursuant to Section 6(e) of this Indenture Supplement. 

“Class B-T2 Term Notes” or “Class B-T2 Notes” means, the Term Notes, Class B-T2, issued hereunder by the
Issuer, having an Initial Note Balance of $18,400,000, or any Term Notes issued in replacement thereof pursuant to Section 6(e) of this Indenture Supplement. 

“Class C-T2 Term Notes” or “Class C-T2 Notes” means, the Term Notes, Class C-T2, issued hereunder by the
Issuer, having an Initial Note Balance of $8,400,000, or any Term Notes issued in replacement thereof pursuant to Section 6(e) of this Indenture Supplement. 

“Class D-T2 Term Notes” or “Class D-T2 Notes” means, the Term Notes, Class D-T2, issued hereunder by the
Issuer, having an Initial Note Balance of $8,400,000, or any Term Notes issued in replacement thereof pursuant to Section 6(e) of this Indenture Supplement. 

“Class E-T2 Term Notes” or “Class E-T2 Notes” means, the Term Notes, Class E-T2, issued hereunder by the
Issuer, having an Initial Note Balance of $3,100,000, or any Term Notes issued in replacement thereof pursuant to Section 6(e) of this Indenture Supplement. 

“Class F-T2 Term Notes” or “Class F-T2 Notes” means, the Term Notes, Class F-T2 issued hereunder by the
Issuer, having an Initial Note Balance of $2,200,000, or any Term Notes issued in replacement thereof pursuant to Section 6(e) of this Indenture Supplement. 

  
 6 








 “Class G-T2 Term Notes” or “Class G-T2 Notes” means, the Term
Notes, Class G-T2 issued hereunder by the Issuer, having an Initial Note Balance of $11,600,000, or any Term Notes issued in replacement thereof pursuant to Section 6(e) of this Indenture Supplement. 

“Corporate Trust Office” means the principal corporate trust offices of the Indenture Trustee at which at any particular time
its corporate trust business with respect to the Issuer shall be administered, which offices at the Closing Date are located at (i) for Note transfer purposes, Wells Fargo Center, Sixth and Marquette Avenue, Minneapolis, Minnesota 55479-0113,
Attention: Client Manager, New Residential Advance Receivables Trust, Series 2014-T2, and (ii) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Client Manager, New Residential Advance Receivables Trust,
Series 2014-T2. 
 “Cumulative Interest Shortfall Amount Rate” means, with respect to each Class of Series 2014-T2 Notes,
3.00% per annum. 
 “Default Supplemental Fee” means, for each Class of Series 2014-T2 Notes and each Payment Date
following an Event of Default and on the date of final payment of such Class (if an Event of Default is continuing on such final payment date), a fee equal to the product of the Default Supplemental Fee Rate multiplied by the Note Balance at
the close of business on the prior Payment Date multiplied by a fraction, the numerator of which equals 30 (or, if the Event of Default has occurred subsequent to the prior Payment Date, the number of days elapsed from and including the day of the
occurrence of the Event of Default) and the denominator of which equals 360. 
 “Default Supplemental Fee Rate” means, with
respect to each Class of Series 2014-T2 Notes, 3.00% per annum. 
 “Delinquent” means for any Mortgage Loan, any
Monthly Payment due thereon is not made by the close of business on the day such Monthly Payment is required to be paid and remains unpaid for more than 30 days. 

“ERD Supplemental Fee” means, for each Class of the Series 2014-T2 Notes and each Payment Date from and after the Expected
Repayment Date, if the Notes of such Class have not been refinanced on or before the Expected Repayment Date only for such periods as the Notes of such Class are Outstanding and for so long as the Notes of such Class have a Note Balance greater than
$0, a fee equal to the product of (i) the ERD Supplemental Fee Rate multiplied by (ii) a fraction, the numerator of which equals 30 (or, if the Expected Repayment Date has occurred subsequent to the prior Payment Date, the number of
days elapsed from and including such Expected Repayment Date) and the denominator of which equals 360 multiplied by (iii) the Note Balance of such Class of Series 2014-T2 Notes as of the close of business on the preceding Payment Date.

 “ERD Supplemental Fee Rate” means, with respect to each Class of Series 2014-T2 Notes, 1.00% per annum. 

“Expected Repayment Date” means, for each Class of the Series 2014-T2 Notes, March 15, 2017. 

  
 7 








 “Expense Rate” means, as of any date of determination, with respect to the
Series 2014-T2 Notes, the percentage equivalent of a fraction, (i) the numerator of which equals the sum of (1) the product of the Series Allocation Percentage for such Series 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 Series Allocation Percentage for such Series 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 any payments to the Noteholders of the Series 2014-T2 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 with respect to the Series 2014-T2 Notes on the next succeeding Payment Date and (ii) the
denominator of which equals the sum of the outstanding Note Balances of all Series 2014-T2 Notes at the close of business on such date. 

“Initial Note Balance” means, for any Class of Notes, the Note Balance of such Class upon issuance, as set forth below: 

 

	 	(i)	Class A-T2: $459,500,000, 

  

	 	(ii)	Class B-T2: $18,400,000, 

  

	 	(iii)	Class C-T2: $8,400,000, 

  

	 	(iv)	Class D-T2: $8,400,000, 

  

	 	(v)	Class E-T2: $3,100,000, 

  

	 	(vi)	Class F-T2: $2,200,000, and 

  

	 	(vii)	Class G-T2: $11,600,000. 

 “Initial Payment Date” means April 15, 2014.

 “Interest Accrual Period” means, for the Series 2014-T2 Notes and any Payment Date, the period beginning on the
immediately preceding Payment Date (or, in the case of the first Payment Date, the Issuance Date) and ending on the day immediately preceding the current Payment Date. The Interest Payment Amount for the Series 2014-T2 Notes on any Payment Date
shall be determined based on the Interest Day Count Convention. 
 “Interest Day Count Convention” means 30 days divided by
360 other than with respect to the Initial Payment Date, which is 27 days divided by 360. 
 “Interim Payment Date” means,
subject to the notice provisions of the Base Indenture, up to six dates each calendar month and any other date otherwise agreed to by the Issuer, the Indenture Trustee and the Administrative Agent. For the avoidance of doubt, no Interim Payment
Dates shall occur during the continuance of a Facility Early Amortization Event. 
 “Issuance Date” means March 18,
2014. 

  
 8 








 “Limited Funding Date” means, subject to the notice provisions of the Base
Indenture, any Business Day that is not a Payment Date or Interim Payment Date, at a time when no Facility Early Amortization Event shall have occurred and shall be continuing; provided, that no more than five (5) Limited Funding Dates may be
designated by the Administrator on behalf of the Issuer in any calendar month without the consent of the Administrator, the Administrative Agent and the Indenture Trustee. 

“Low Threshold Servicing Agreement” means a Designated Servicing Agreement that is not a Small Threshold Servicing Agreement
and (i) for which the underlying Mortgage Loans have an unpaid principal balance greater than or equal to $1,000,000 but less than $10,000,000, as of the end of the most recently concluded calendar month, or (ii) that relates to at least
15 but fewer than 50 Mortgage Loans, as of the end of the most recently concluded calendar month. 
 “Market Value” means,
with respect to the Mortgaged Property securing a Mortgage Loan or any REO Property, the market value of such property (determined by the Servicer in its reasonable good faith discretion, which shall be by reference to the most recent value received
by the related Subservicer (or by Nationstar as Servicer prior to the related MSR Transfer Date) with respect to such Mortgaged Property or REO Property in accordance with its servicing policies, if available) or the appraised value of the Mortgaged
Property obtained in connection with the origination of the related Mortgage Loan, if no updated valuation has been required under the Servicer’s or Subservicer’s, as the case may be, servicing policies; provided, that the Market
Value for any Mortgaged Property or REO Property shall be equal to $0 for any Mortgage Loan that is 60 or more days delinquent and the related valuation (as established by the lesser of either an appraisal, broker’s price opinion, the
Servicer’s automated valuation model or any other internal valuation methodology (including but not limited to HPI indexing) utilized by the Servicer, which is consistent with the Servicer’s servicing policies with respect to such
Mortgaged Property or REO Property) is more than six (6) months old. 
 Any valuation for purposes of this definition shall be
established by the lesser of either an appraisal, broker’s price opinion, the Subservicer’s (or Nationstar as Servicer prior to the MSR Transfer Date) automated valuation model or any other internal valuation methodology (including but not
limited to HPI indexing utilized by the Subservicer or Nationstar as Servicer prior to the MSR Transfer Date), which is consistent with the Servicer’s or Subservicer’s, as the case may be, servicing policies with respect to such Mortgaged
Property or REO Property. 
 “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 Funded Advance Receivable Balance for such Designated Servicing Agreement on such date over (ii) the aggregate Market Value of the Mortgaged Properties and REO
Properties for the Mortgage Loans serviced under such Designated Servicing Agreement on such date. 
 “Middle Threshold Servicing
Agreement” means a Designated Servicing Agreement that is not a Small Threshold Servicing Agreement or a Low Threshold Servicing Agreement and (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, as of the end of the most recently concluded calendar month, or (ii) that relates to at least 50 but fewer than 125 Mortgage Loans, as of the end of the most recently concluded calendar month.


  
 9 








 “Monthly Payment” means, with respect to any Mortgage Loan, the monthly
scheduled principal and interest payments required to be paid by the mortgagor on any due date with respect to such Mortgage Loan. 

“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 (or, with respect to any date of determination in the first three (3) calendar months following the Closing Date, any complete calendar month(s)
occurring after the Closing Date and prior to such date of determination), obtained by dividing (i) the aggregate Advance Reimbursement Amounts collected by the Servicer and deposited into the Trust Accounts during such calendar month by
(ii) the Funded Advance Receivable Balance of all Designated Servicing Agreements as of the close of business on the last day of such calendar month. 

“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 or REO Property, the ratio (expressed as a percentage) of (x) (i) with respect to Section 4(vii)(a), the aggregate Receivable Balances of all Loan-Level
Receivables and Specified Receivables outstanding with respect to such Mortgage Loan or REO Property on such date, or (ii) with respect to Section 4(vii)(b), the aggregate Receivable Balances of all Receivables outstanding with respect to
such Mortgage Loan or REO Property on such date over (y) the Market Value of such Mortgaged Property or REO Property on such date. 

“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. 
 “Note Interest Rate”
means, for any Class of Notes, the per annum rate set forth below: 
  

	 	(i)	Class A-T2, 2.3771%; 

  

	 	(ii)	Class B-T2, 2.6246%; 

  

	 	(iii)	Class C-T2, 2.8223%; 

  

	 	(iv)	Class D-T2, 3.3159%; 

  

	 	(v)	Class E-T2, 5.0358%; 

  

	 	(vi)	Class F-T2, 6.2568%; and 

  

	 	(vii)	Class G-T2, 7.3853%. 

 “Note Rating Agency” means, for the Series 2014-T2
Notes, S&P. 

  
 10 








 “OTP Provision” means, in respect of any Designated Servicing Agreement, any
provision permitting an optional early termination of the transactions contemplated thereunder or “clean-up call” thereunder. 

“Redeemable Notes” has the meaning assigned such term in Section 7 of this Indenture Supplement. 

“Redemption Percentage” means, for the Series 2014-T2 Notes, 10%. 

“Retained Notes” means any of the Class E-T2 Term Notes, the Class F-T2 Term Notes and the Class G-T2 Term Notes, that, on
and since the Issuance Date, are entirely beneficially owned by the sole beneficial owner of the Trust Certificate for U.S. Federal income tax purposes. 

“Series 2014-T2 Note Balance” means the aggregate Note Balance of the Series 2014-T2 Notes. 

“Series 2014-T2 Note Purchase Agreement” means that certain Note Purchase Agreement, dated on or about March 13, 2014,
by and among the Issuer, the Administrator, Barclays Capital Inc., as Initial Purchaser, Credit Suisse Securities (USA) LLC, as Initial Purchaser, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Initial Purchaser, Morgan
Stanley & Co. LLC, as Initial Purchaser, Natixis Securities Americas LLC, as Initial Purchaser, RBS Securities Inc., as Initial Purchaser and Wells Fargo Securities, LLC, as Initial Purchaser. 

“Series Reserve Required Amount” means, with respect to any Funding Date, an amount equal to four months’ interest
calculated at the applicable Note Interest Rate on the Note Balance of each Class of Series 2014-T2 Notes (in each case, calculated using a 30/360 basis) as of such Funding Date. 

“Small Threshold Servicing Agreement” means a Designated Servicing Agreement (i) for which the underlying Mortgage Loans
have an unpaid principal balance of less than $1,000,000, as of the end of the most recently concluded month, or (ii) that relates to fewer than 15 Mortgage Loans, as of the end of the most recently concluded calendar month. 

“Specified Call Premium Amount” means, as of any date of determination in respect of any Class of Redeemable Notes, the
greater of (i) $0 and (ii): 
 (a) the quotient of : 

(1) the product of: 

(x) the Note Interest Rate for such Class 

multiplied by 

(y) the outstanding Note Balance of such Class 

divided by 

  
 11 








 (2) 360 

multiplied by 
 (b) the
positive excess, if any, of 365 over the number of days from and including the date such Class was issued through and including the date on which such Class is redeemed. 

“Specified Receivable” means, at any time, any Receivables in respect of which: 

(i) the provisions of the related Designated Servicing Agreement do not expressly require such Receivable to be repaid or
reimbursed in full in connection with the exercise of any OTP Provision; 
 (ii) the Servicer is not the sole holder of the
right to initiate the optional termination or clean-up call contemplated by the related OTP Provision and the Servicer has not received a written agreement in a form acceptable to the Administrative Agent from each other holder (including any
assignee of the Servicer) of the right to initiate the optional termination or clean-up call contemplated by the related OTP Provision that such holder or holders will not initiate such optional termination or clean-up call unless all Advances and
Deferred Servicing Fees under the related Designated Servicing Agreement are reimbursed or repaid, as applicable, in the connection with such optional termination or clean-up call; 

(iii) consent of the Servicer is not required for any party to initiate optional termination or clean-up call contemplated by
the related OTP Provision; and 
 (iv) the clean-up call or optional termination contemplated by such OTP Provision under the
related Designated Servicing Agreement may be exercised at such time. 
 Receivables meeting the criteria described in clause
(i) above but in respect of which either (a) the Servicer is the sole holder of the right to initiate the optional termination or clean-up call contemplated by the related OTP Provision, (b) consent of the Servicer is required for any
other party to initiate the optional termination or clean-up call contemplated by the related OTP Provision or (c) each other holder of the right to initiate optional termination or clean-up call contemplated by the related OTP Provision has
agreed in writing in a form acceptable to the Administrative Agent not to initiate such optional termination or clean-up call unless all Advances and Deferred Servicing Fees under the related Designated Servicing Agreement are reimbursed or repaid,
as applicable, are set forth on Schedule 3 to the Base Indenture (as such Schedule 3 may be updated from time to time in accordance with the Base Indenture). 

Receivables meeting the criteria described in clauses (i), (ii) and (iii) above are set forth on Schedule 4 to the
Base Indenture (as such Schedule 4 may be updated from time to time in accordance with the Base Indenture). 
 “Stated Maturity
Date” means, for each Class of Series 2014-T2 Notes, March 15, 2047. 

  
 12 








 “Stressed Nonrecoverable Advance Amount” means, as of any date of determination,
the sum of: 
 (i) for any Mortgage Loan that is current as of such date, the greater of (A) zero and (B) the
excess of (1) the Total Backstopped Receivables related to such Mortgage Loan on such date over (2) the greater of (a) zero and (b) (i) the product of 50% and the Market Value for the related Mortgaged Property minus
(ii) the amount of any Loan-Level Receivables outstanding with respect to such Mortgaged Property; and 
 (ii) for any
Mortgage Loan that is 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 (1) the Total Backstopped Receivables related to such Mortgage Loan on such
date over (2) the greater of (a) zero and (b) (i) the product of 50% and the Market Value for the related Mortgaged Property minus (ii) the amount of any Loan-Level Receivables outstanding with respect to such Mortgaged
Property; and 
 (iii) for any Mortgage Loan that relates to a property in foreclosure, the greater of (A) zero and
(B) the excess of (1) the Total Backstopped Receivables related to such Mortgage Loan on such date over (2) the greater of (a) zero and (b) (i) the product of 50% and the Market Value for the related Mortgaged Property
minus (ii) the amount of any Loan-Level Receivables outstanding with respect to such Mortgaged Property; and 
 (iv) for
any REO Property, the greater of (A) zero and (B) the excess of (1) the Total Backstopped Receivables related to such Mortgage Loan on such date over (2) the greater of (a) zero and (b) (i) the product of 50% and
the Market Value for such REO Property minus (ii) the amount of any Loan-Level Receivables outstanding with respect to such REO Property. 

For the avoidance of doubt, this definition of “Stressed Nonrecoverable Advance Amount” shall not be applicable to any Mortgage Loan
or REO Property attributable to Small Threshold Servicing Agreements or any Mortgage Loans that generate Receivables that are Second-Lien Receivables and shall not apply to the determination of eligibility for any Loan-Level Receivables. 

“Stressed Time” means, as of any date of determination for any Class of Series 2014-T2 Notes, the percentage equivalent of a
fraction, (i) the numerator of which is one (1), and (ii) the denominator of which equals the related Stressed Time Percentage for such Class multiplied by the Monthly Reimbursement Rate on such date. 

“Stressed Time Percentage” means, for each Class, as set forth below: 

 

	 	(i)	Class A-T2, 30.50%; 

  

	 	(ii)	Class B-T2, 40.00%; 

  

	 	(iii)	Class C-T2, 47.00%; 

  

	 	(iv)	Class D-T2, 56.75%; 


  
 13 









	 	(v)	Class E-T2, 61.25%; 

  

	 	(vi)	Class F-T2, 65.25%; and 

  

	 	(vii)	Class G-T2, 96.75%. 

 “Target Amortization Amount” means, (i) for each
Class of the Series 2014-T2 Notes (other than the Class G-T2 Term Notes), one-twelfth (1/12) of the Note Balance of such Class at the close of business on the last day of its Revolving Period and (ii) for the Class G-T2 Term Notes,
(a) on any Payment Date while any other Series 2014-T2 Note is outstanding (before giving effect to any payments of principal to such Note on such Payment Date), $0 and (b) on any other Payment Date, one-twelfth (1/12) of the Note
Balance of such Class at the close of business on the last day of its Revolving Period. 
 “Target Amortization Event” for
any Class of the Series 2014-T2 Notes other than any Retained Notes, means the earlier of (A) the related Expected Repayment Date for such Class or (B) the occurrence of any of the following conditions or events, which is not waived by the
Series Required Noteholders of the Series 2014-T2 Notes: 
 (i) on any Payment Date, the arithmetic average of the Net
Proceeds Coverage Percentage determined for such Payment Date and the two preceding Payment Dates (or no preceding Payment Dates in the case of the determination on the first Payment Date, or the one preceding Payment Date, in the case of the
determination on the second Payment Date) 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 Outstanding Notes on such
date and (B) the denominator of which equals the aggregate average Note Balances of each Class of all Outstanding Notes during the related Monthly Advance Collection Period; 

(ii) the occurrence of one or more Servicer Termination Events with respect to Designated Servicing Agreements representing 15%
or more (by Mortgage Loan balance as of the date of termination) of all the Designated Servicing Agreements, 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; 
 (iii) the Monthly Reimbursement Rate is less than 3.00% as of any date of determination; 

(iv) any failure by the Administrator or any Sub-Administrator acting on the Administrator’s behalf to deliver any
Determination Date Report pursuant to Section 3.2 of the Base Indenture which continues unremedied for a period of thirty (30) days after a Responsible Officer of the Administrator or any Sub-Administrator acting on the
Administrator’s behalf shall have obtained actual knowledge of such failure, or shall have received written or electronic notice from the Indenture Trustee or any Noteholder of such failure; 

(v) the Issuer, the Receivables Seller, the Servicer, the Subservicer, the Depositor or the Administrator shall breach or
default in the due observance or 

  
 14 








 
performance of any of its covenants or agreements in this Indenture Supplement, the Base Indenture, or any other Transaction Document (subject to any cure period provided therein and such default
has a material adverse effect on any Noteholders of any Series 2014-T2 Notes and which material adverse effect is continuing), other than an obligation of the Receivables Seller to make an Indemnity Payment following a breach of a representation or
warranty with respect to such Receivable pursuant to Sections 4(b) or 5(b) of the Receivables Sale Agreement or any payment default described in Section 8.1 of the Base Indenture, and any such default shall continue for a period of thirty
(30) days after the earlier to occur of (a) actual discovery by a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Subservicer, the Depositor or the Administrator, as applicable, or (b) the date on which
written or electronic notice of such failure, requiring the same to be remedied, shall have been given from the Indenture Trustee or any Noteholder to a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Subservicer, the
Depositor or the Administrator; provided, that a breach of Sections 7(a) or 8(a) of the Receivables Sale Agreement, or Section 7(b) of the Receivables Pooling Agreement (prohibiting the Receivables Seller, the Servicer, the
Subservicer or the Depositor, as applicable, from causing or permitting Insolvency Proceedings with respect to the Depositor or the Issuer, as applicable) shall constitute an automatic Target Amortization Event; or 

(vi) if any representation or warranty of the Issuer, the Receivables Seller, the Servicer, the Subservicer, the Depositor or
the Administrator made in this Indenture Supplement, the Base Indenture, or any other Transaction Document (other than under Sections 4(b) or 5(b) of the Receivables Sale Agreement) shall prove to have been breached in any material respect as
of the time when the same shall have been made or deemed made which has a material adverse effect on the right of the Noteholders of the Series 2014-T2 Notes and which material adverse effect is continuing, and continues uncured and unremedied for a
period of thirty (30) days after the earlier to occur of (a) actual discovery by a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Subservicer, the Depositor or the Administrator, as applicable, or (b) the
date on which written notice of such failure, requiring the same to be remedied, shall have been given to a Responsible Officer of the Issuer, the Receivables Seller, the Servicer, the Subservicer, the Depositor or the Administrator, as applicable.

 “Tax Issuance” means any sale, exchange or other disposition for which the U.S. federal income characterization of a
Note can be established initially or must be re-examined (whether or not such re-examination requires a change in the characterization of such Note). 

“Total Backstopped Receivables” means, with respect to any Mortgage Loan or REO Property on any date of determination, the
sum of (i) the aggregate Receivable Balances of all outstanding Backstopped Advance Receivables that are Facility Eligible Receivables funded by the Servicer out of its own funds or other funds (including Backstopped Advance Receivables related
to Advances funded using Amounts Held for Future Distribution under the related Designated Servicing Agreement) with respect to any Mortgage Loan or REO Property, plus (ii) all outstanding Deferred Servicing Fee Receivables with respect to such
Mortgage Loan or REO Property on such date but not including any Loan-Level Deferred Servicing Fee Receivables. 

  
 15 








 “Transaction Documents” means, in addition to the documents set forth in the
definition thereof in the Base Indenture, this Indenture Supplement and the Series 2014-T2 Note Purchase Agreement, each as amended, supplemented, restated or otherwise modified from time to time. 

“Trigger Advance Rate” means, for any Class of the Series 2014-T2 Notes, as of any date, the rate equal to the greater of
(x) zero and (y) (1) 100% minus (2) the product of (a) one-twelfth (1/12) of the weighted average interest rates for all Classes of the Series 2014-T2 Notes 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. 
 “U.S. Tax Person”
means a “United States person” within the meaning of Code Section 7701(a)(30). 
 There are no “Other Advance Rate
Reduction Events” or “Other Advance Rate Reduction Event Cure Periods” in respect of the Series 2014-T2 Notes. 

Section 3. Forms of Series 2014-T2 Notes; Transfer Restrictions. 

Notwithstanding anything to the contrary herein, no transfer of a beneficial interest in a Retained Note that results in a Tax Issuance of the
Retained Note shall be effective, and any such attempted transfer shall be void ab initio, unless, prior to and as a condition of such transfer: 

(i) the transferor delivers to the Indenture Trustee an Opinion of Counsel to the effect that for United States federal income tax purposes,
(A) such transfer, will not result in the Issuer or the Trust Estate being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation,
(B) after such transfer, (I) any Notes outstanding prior to such transfer (other than Specified Notes) will be debt, (II) any Class 1 Specified Notes outstanding prior to such transfer should be debt, and (C) if requested by an
Administrative Agent, the transfer will not cause any Notes outstanding prior to such transfer to be sold or exchanged within the meaning of Section 1001 of the Code. If the transferor so requests, such Opinion of Counsel may address the post
Tax Issuance classification of any Retained Notes (as debt or otherwise); 
 (ii) unless the Opinion of Counsel delivered by the transferor
to the Indenture Trustee concludes that for United States federal income tax purposes a Retained Note will be debt, such Retained Note shall be designated as a Specified Note. In the case of a Retained Note so designated as a Specified Note, unless
both (A) the Opinion of Counsel delivered by the transferor to the Indenture Trustee concludes that for United States federal income tax purposes the Retained Note should be debt and (B) the yield on the Retained Note (at the time of Tax
Issuance) is no greater than the sum of (I) 6.00% plus (II) the current short-term Applicable Federal Rate, such Retained Note shall be designated as a Class 2 Specified Note; and 

(iii) if a Retained Note is so designated as a class of Specified Note, each transferee of a beneficial interest in such Note shall be required
to make and shall be deemed, by acceptance of such beneficial interest, to have made the representations in Section 6.5(m) or (n) of the Base Indenture, as applicable, substantially in the form of Exhibit E or Exhibit F of the Base
Indenture, as applicable. 

  
 16 








 The minimum denominations for each class of Retained Notes will be set at the time of the first
Tax Issuance of such Class in accordance with Section 6.2(b) of the Base Indenture. 
 After a Tax Issuance of a Retained Note it will
no longer be considered to be a Retained Note for purposes of this Indenture Supplement. 
 The form of the Rule 144A Global Note and of the
Regulation S Global Note that may be used to evidence the Class A-T2 Term Notes, the Class B-T2 Term Notes, the Class C-T2 Term Notes, the Class D-T2 Term Notes and the Class E-T2 Term Notes in the circumstances described in Section 5.4(c)
of the Base Indenture are attached to the Base Indenture as Exhibits A-1 and A-3, respectively. For the avoidance of doubt, and subject to the terms and provisions of Section 5.4 of the Base Indenture, the Class A-T2 Term
Notes, the Class B-T2 Term Notes, the Class C-T2 Term Notes, the Class D-T2 Term Notes and the Class E-T2 Term Notes are to be issued as Book-Entry Notes. The form of the Rule 144A Definitive Note that may be used to evidence the Class F-T2 Term
Notes or the Class G-T2 Term Notes in the circumstances described in Section 5.4(c) of the Base Indenture is attached to the Base Indenture as Exhibit A 2. The Class F-T2 Term Notes and the Class G-T2 Term Notes are to be
issued as Definitive Notes and are required to remain in physical form and are not exchangeable for Book-Entry Notes, notwithstanding anything to the contrary in the Base Indenture. 

Any Noteholder of the Series 2014-T2 Notes may only resell, pledge or transfer its beneficial interest in the Series 2014-T2 Notes to a person
(i) that is, in the case of the Class F-T2 Term Notes and the Class G-T2 Term Notes, a U.S. Tax Person and that the transferor reasonably believes is, and who has certified (or, in the case of Book-Entry Notes, is deemed to have certified) that
it is also either (A) a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the resale, pledge or transfer is made in reliance on Rule 144A or
(B) an “accredited investor” as defined in paragraphs (1), (2), (3) or (7) of Rule 501 under the Securities Act, (ii) in the case of all other Series 2014-T2 Notes, that the transferor reasonably believes is, and who
has certified (or, in the case of Book-Entry Notes, is deemed to have certified) that it is a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is made in reliance on Rule 144A or (iii) except in the case of the Class F-T2 Term Notes and the Class G-T2 Term Notes (which may not be transferred to Persons that are not U.S. Tax Persons), that is not a U.S.
person (as defined in Regulation S) outside the United States in an “offshore transaction” in reliance on the safe harbor provided by Regulation S that is also, in the case of the Class E-T2 Term Notes, a Qualified Institutional Buyer.

 The Series 2014-T2 Notes other than the Class E-T2 Term Notes will be issued in minimum denominations of $100,000 and integral multiples
of $1,000 in excess thereof. The Class E-T2 Term Notes will be issued in minimum denominations of $1,000,000 and integral multiples of $1,000 in excess thereof. In addition, the Class E-T2 Term Notes, the Class F-T2 Term Notes and the Class G-T2
Term Notes may not be transferred unless the proposed transferee of a beneficial interest makes certain representations in which such beneficial owner agrees to avoid certain actions that could result in an alternate characterization of the Issuer
as provided in Section 6.5(m) and (n) of the Base Indenture, as applicable. Each transferee of a beneficial interest in the Class E-T2 Term Notes, the Class F-T2 Term Notes and the Class G-T2


  
 17 








 
Term Notes shall be deemed, by acceptance of such beneficial interest, to have made the representations provided in Section 6.5(m) or (n) of the Base Indenture, as applicable. The Class
E-T2 Term Note is a Class 1 Specified Note for purposes of the Base Indenture, and each transferee of a beneficial interest in a Class E-T2 Term Note must provide the Indenture Trustee and Note Registrar with representations substantially in the
form of Exhibit E of the Base Indenture or such attempted transfer shall be void ab initio. Each Class F-T2 Term Note and each Class G-T2 Term Note is a Class 2 Specified Note for purposes of the Base Indenture, and each transferee of a
beneficial interest in a Class F-T2 Term Note or a Class G-T2 Term Note must provide the Indenture Trustee and Note Registrar with representations substantially in the form of Exhibit F of the Base Indenture or such attempted transfer shall
be void ab initio. 
 Proposed transferees of Class A-T2 Term Notes, the Class B-T2 Term Notes, the Class C-T2 Term Notes and the Class
D-T2 Term Notes will be required make (or in the case of Book Entry Notes, will be deemed to make) certain certifications for purposes of ERISA as provided in Section 4.02 of the Base Indenture. Each proposed transferee of a Class E-T2 Term
Note, a Class F-T2 Term Note or a Class G-T2 Term Note (as Specified Notes under the Base Indenture) will be required to certify that it is not and is not acting on behalf of, or using assets of, an Employee Benefit Plan as provided in
Section 4.02 of the Base Indenture. 
 Section 4. Collateral Value Exclusions. 

For purposes of calculating “Collateral Value” in respect of the Series 2014-T2 Notes, the Collateral Value shall be zero for
any Receivable that: 
 (i) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance
of such Receivable, when added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Advance Ratio to be equal to or greater than 100.0%; provided, that this
clause (i) shall not apply to any Receivable that is (a) attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, (b) a Loan-Level Receivable, or (c) a Second-Lien Receivable; 

(ii) is attributable to any Designated Servicing Agreement to the extent that the Receivable Balance of such Receivable, when
added to the aggregate Receivable Balances already outstanding with respect to such Designated Servicing Agreement, would cause the related Market Value Ratio to exceed 25.0%; 

(iii) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement to the extent that the
Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements, would cause the total Receivable Balances attributable to
all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements to exceed 2.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; 

  
 18 








 (iv) is a Facility Eligible Receivable that is attributable to a Small Threshold
Servicing Agreement or a Low Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small
Threshold Servicing Agreements and Low Threshold Servicing Agreements, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing Agreements and Low Threshold
Servicing Agreements to exceed 7.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; 

(v) is a Facility Eligible Receivable that is attributable to a Small Threshold Servicing Agreement, a Low Threshold Servicing
Agreement, or a Middle Threshold Servicing Agreement, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small Threshold
Servicing Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to Small Threshold Servicing
Agreements, Low Threshold Servicing Agreements and Middle Threshold Servicing Agreements to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; 

(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 15.0% of the aggregate of the
Receivable Balances of the Aggregate Receivables; 
 (vii) (a) if it is a Loan-Level Receivable or a Specified
Receivable, its 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) if it is a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, its 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 Designated Servicing Agreement that is a Small Threshold Servicing Agreement, would cause the related Mortgage Loan-Level Market Value Ratio to exceed 50.0%;

 (viii) is a Second-Lien Receivable unless the following criteria are satisfied: 

(1) the related Servicing Agreement must have a General Collections Backstop; 

(2) the related Servicing Agreement may not be a Small Threshold Servicing Agreement; 

(3) the Advance to UPB Ratio in respect of the related Servicing Agreement must be less than 25%; and 

  
 19 








 (4) the Receivable Balance of such Second-Lien Receivable when added to the
aggregate Receivable Balances of all Second-Lien Receivables that are Facility Eligible Receivables and that satisfy the criteria in clauses (1), (2) and (3) above would not cause the aggregate Receivable Balances of such Receivables to
exceed 0.25% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate; 
 (ix) has
a zero Advance Rate; 
 (x) is a Loan-Level Receivable, to the extent that the related Receivable Balance of such Loan-Level
Receivable, when added to the aggregate Receivable Balances of Loan-Level Receivables already outstanding with respect to all Mortgage Loans or REO Properties, causes the aggregate Receivable Balances of Loan-Level Receivables outstanding with
respect to all Mortgage Loans or REO Properties to exceed 20.0% of the aggregate Receivable Balance of all Facility Eligible Receivables included in the Trust Estate; 

(xi) is a Facility Eligible Receivable that is (a) attributable to a Small Threshold Servicing Agreement, (b) a
Loan-Level Receivable or (c) a Second-Lien Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding with respect to Small
Threshold Servicing Agreements and all Loan-Level Receivables and Second-Lien Receivables that are Facility Eligible Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding with respect to
Small Threshold Servicing Agreements and all Loan-Level Receivables and Second-Lien Receivables that are Facility Eligible Receivables to exceed 22.5% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust
Estate; 
 (xii) is attributable to a Designated Servicing Agreement that does not include an express provision for the
assignment by the Servicer of its rights to be reimbursed for Advances and, if such Receivable is a Deferred Servicing Fee Receivable, the related Designated Servicing Agreement prohibits the sale and/or contribution to the Issuer of, specifically,
the rights to payment for the Deferred Servicing Fees with respect to the related Mortgage Pool (as determined in the sole and absolute discretion of the Administrative Agent); 

(xiii) relates to an Advance that has not been reimbursed in full or a Deferred Servicing Fee that has not been paid in full
within forty-five (45) days following the date of a permanent modification of the related Mortgage Loan that becomes effective subsequent to the creation of such Receivable (for purposes of this clause, a modification becomes
“permanent” following any trial period or satisfaction of conditions precedent or subsequent); 
 (xiv) is a
Facility Eligible Receivable that is a Specified Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding that are Specified
Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding that are Specified Receivables to exceed 5.0% of the total Receivable Balances of all Facility Eligible Receivables included in the
Trust Estate; 

  
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 (xv) is a Facility Eligible Receivable that is a Specified Receivable for which
(I) (a) the Servicer has received a notice that the holder of the right to initiate the optional termination or clean-up call contemplated by the related OTP Provision is exercising such right, (b) more than ten (10) Business
Days have occurred since the Servicer’s receipt of such notice or a Funding Date has occurred since the Servicer’s receipt of such notice and (c) such notice does not expressly provide that all Advances and Deferred Servicing Fees
under the related Designated Servicing Agreement will be reimbursed or repaid in full upon the exercise of such optional termination or clean-up call or (II) the related optional termination or clean-up call has been exercised and such Specified
Receivable has not been repaid or reimbursed; or 
 (xvi) is attributable to a Designated Servicing Agreement that does not
provide that all 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; and if it is a Whole Loan Servicing Agreement, does not provide that all Advances with respect to any Mortgage Loan must be reimbursed in full at the time the servicing
of such Mortgage Loan is transferred out of such Whole Loan Servicing Agreement. 
 For purposes of each of the foregoing, (i) if any
Facility Eligible Receivable has a Collateral Value equal to zero pursuant to any Collateral Value exclusion test, the portion of the Receivable Balance thereof with a Collateral Value of zero shall be disregarded for all other purposes of this
Section 4, in each case as determined by the Administrator in a manner that maximizes the Collateral Value and (ii) if any Facility Eligible Receivable has an Advance Rate of zero, such Facility Eligible Receivable shall be
disregarded for all other purposes of this Section 4. 
 Section 5. Series 2014-T2 Reserve Account. 

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 Series Reserve Account, which shall be an Eligible Account, with respect to the Series 2014-T2 Notes for the benefit of the Series 2014-T2 Noteholders (such account, the “Series 2014-T2 Reserve
Account”). 
 For the avoidance of doubt, if the portion of Available Funds (including the amounts on deposit in the Interest
Accumulation Account or the Note Payment Account) allocable to the Series 2014-T2 Notes or the Series Available Funds in respect of the Series 2014-T2 Notes, as applicable, on any Payment Date is not sufficient to pay the full Interest Amount and
any Cumulative Interest Shortfall Amount attributable to the Interest Amount for the Series 2014-T2 Notes (other than, at any time during the Full Amortization Period when any of the Class A-T2 Term Notes, the Class B-T2 Term Notes, the Class
C-T2 Term Notes, the Class D-T2 Term Notes, the Class E-T2 Term Notes or the Class F-T2 Term Notes is Outstanding, any Interest Amount and any Cumulative Interest Shortfall Amount attributable to the Class G-T2 Term Notes), amounts then on deposit
in the Series 2014-T2 Reserve Account shall be withdrawn and applied to pay the shortfall. 

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

(a) Except as otherwise expressly set forth herein, the Paying Agent shall make payments on the Series 2014-T2 Notes on each Payment Date in
accordance with Section 4.5 of the Base Indenture. 
 (b) Any payments of Interest Amounts, Cumulative Interest Shortfall Amounts and
Fees and, subject to clause (d) of this Section 6, Default Supplemental Fees, Cumulative Default Supplemental Fee Shortfall Amounts, ERD Supplemental Fees or Cumulative ERD Supplemental Fee Shortfall Amounts allocated to the Series 2014-T2
Notes shall be paid first to the Class A-T2 Term Notes, thereafter to the Class B-T2 Term Notes, thereafter to the Class C-T2 Term Notes, thereafter to the Class D-T2 Term Notes, thereafter to the Class E-T2 Term Notes, thereafter to the Class
F-T2 Term Notes and thereafter to the Class G-T2 Term Notes. Notwithstanding the terms of Section 4.5(a)(2)(iii)(C) of the Base Indenture, the Paying Agent shall make payments of Interest Amounts and Cumulative Interest Shortfall Amounts on the
Class G-T2 Term Notes following the occurrence of a Facility Early Amortization Event only after the Note Balances and all payments of Interest Amounts and all Cumulative Interest Shortfall Amounts of all Series 2014-T2 Notes senior to the Class
G-T2 Term Notes have been reduced to zero. The Paying Agent shall make payments of principal on the Series 2014-T2 Notes (other than any Retained Notes) on each Payment Date in accordance with Section 4.5 of the Base Indenture during any Target
Amortization Period. 
 (c) Any payments of principal allocated to the Series 2014-T2 Notes (other than any Retained Notes) during a
Full Amortization Period shall be applied in the following order of priority, first, to the Class A-T2 Term Notes, pro rata until their Note Balance has been reduced to zero, second, to the Class B-T2 Term Notes, pro rata, until
their Note Balance has been reduced to zero, third, to the Class C-T2 Term Notes, pro rata, until their Note Balance has been reduced to zero, fourth, to the Class D-T2 Term Notes, pro rata, until their Note Balance has been reduced to
zero, fifth, to the Class E-T2 Term Notes (other than any Retained Notes), pro rata, until their Note Balance has been reduced to zero, sixth, to the Class F-T2 Term Notes (other than any Retained Notes), pro rata, until their Note
Balance has been reduced to zero and seventh, to the Class G-T2 Term Notes (other than any Retained Notes) (after payment of any Interest Amounts and Cumulative Interest Shortfall Amounts related to the Class G-T2 Term Notes), pro rata, until
their Note Balance has been reduced to zero. 
 (d) After the occurrence of a Facility Early Amortization Event, any payments of
Default Supplemental Fees, Cumulative Default Supplemental Fee Shortfall Amounts, ERD Supplemental Fees and Cumulative ERD Supplemental Fee Shortfall Amounts in respect of the Series 2014-T2 Notes shall be paid only after the Note Balances, Interest
Amounts and Cumulative Interest Shortfall Amounts of all Series 2014-T2 Notes have been reduced to zero and such payments shall be allocated first, to the Class A-T2 Term Notes, pro rata, until such amounts have been reduced to zero,
second, to the Class B-T2 Term Notes, pro rata, until such amounts have been reduced to zero, third, to the Class C-T2 Term Notes, pro rata, until such amounts have been reduced to zero, fourth, to the Class D-T2 Term Notes, pro
rata, until such 

  
 22 








 
amounts have been reduced to zero; fifth, to the Class E-T2 Term Notes (other than any Retained Notes), pro rata, until such amounts have been reduced to zero; sixth, to the Class
F-T2 Term Notes (other than any Retained Notes), pro rata, until such amounts have been reduced to zero and seventh, to the Class G-T2 Term Notes (other than any Retained Notes), pro rata, until such amounts are reduced to zero. 

(e) For the avoidance of doubt, the failure to pay Interest Payment Amounts on the Class G-T2 Term Notes will not result in an Event of Default
under Section 8.1(a)(i) of the Indenture until such time as the Note Balances and all payments of interest and all Cumulative Interest Shortfall Amounts of all Series 2014-T2 Notes senior to the Class G-T2 Term Notes have been reduced to zero.

 Section 7. Optional Redemptions and Refinancing. 

The Series 2014-T2 Notes (other than any Retained Notes) are subject to optional redemption by the Issuer (such Notes, the “Redeemable
Notes”), in whole or in part (so long as, in the case of any partial redemption, each Class of Redeemable Notes is redeemed on a pro-rata basis based on their related Note Balances and each redemption is allocated ratably among the Noteholders
of each Class of Redeemable Notes), on any Payment Date. If the Issuer redeems the Redeemable Notes prior to the Payment Date occurring in March 2015, the Issuer shall pay to the Noteholders of each Class of Redeemable Notes in addition to its
related Redemption Amount an amount equal to the Specified Call Premium Amount. In addition, the Issuer may exercise optional redemption of the Redeemable Notes, in whole or in part (so long as, in the case of any partial redemption, each Class of
Redeemable Notes is redeemed on a pro-rata basis based on their related Note Balances and each redemption is allocated ratably among the Noteholders of each Class of Redeemable Notes), on any Payment Date on which the aggregate Note Balance of the
Series 2014-T2 Notes is less than the Redemption Percentage of the aggregate Initial Note Balance thereof. No Specified Call Premium Amount is payable in connection with any optional redemption of the Redeemable Notes on any Payment Date on which
the aggregate Note Balance of the Series 2014-T2 Notes is less than the Redemption Percentage of the aggregate Initial Note Balance thereof. The Redeemable Notes are subject to optional redemption by the Issuer pursuant to Section 13.1 of the
Base Indenture, in whole or in part (so long as, in the case of any partial redemption, each Redeemable Notes is redeemed on a pro-rata basis based on their related Note Balances and each redemption is allocated ratably among the Noteholders of each
Class of Redeemable Notes) with respect to such group of Classes, using the proceeds of the issuance and sale of one or more new Classes of Series 2014-T2 Notes issued pursuant to a supplement to this Indenture Supplement, on any Business Day after
the date on which the related Revolving Period ends or on any Business Day within 10 days prior to the end of such Revolving Period upon 10 days’ prior notice to the Noteholders. In anticipation of a redemption of the Redeemable Notes at the
end of their Revolving Period, the Issuer may issue a new Series or one or more Classes of Notes within the 90 day period prior to the end of such Revolving Period and reserve the cash proceeds of the issuance for the sole purpose of paying the
principal balance and all accrued and unpaid interest on the Redeemable Notes to be redeemed, on the last day of their Revolving Period. Any supplement to this Indenture Supplement executed to effect an optional redemption may be entered into
without consent of the Noteholders of any of the Notes pursuant to Section 12(a)(iv) of the Base Indenture. Any Notes issued in replacement for the Redeemable Notes will have the same rights and privileges as the Class of Redeemable Note that
was refinanced with the related proceeds thereof; provided, such replacement Notes may have different Expected Repayment Dates and Stated Maturity Dates. 

  
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 Section 8. [RESERVED] 

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 2014-T2 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 100.0%; 
 (iii) the Market Value
Ratio for each Designated Servicing Agreement, and whether the Market Value Ratio for such Designated Servicing Agreement exceeds 25.0%; 

(iv) 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; 

(v) 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; 

(vi) 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; 

(vii) a list of each Target Amortization Event for the Series 2014-T2 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; 

  
 24 








 (viii) the Mortgage Loan-Level Market Value Ratio for each Mortgage Loan related
to a Loan-Level Receivable, a Specified Receivable or a Receivable related to a Mortgage Loan or REO Property that is attributable to a Designated Servicing Agreement that is a Small Threshold Servicing Agreement, and if any such Mortgage Loan-Level
Market Value Ratio exceeds 50%; 
 (ix) for each Second Lien Receivable and each Loan-Level Receivable, as of the end of the
most recently concluded calendar month, the aggregate of the Funded Advance Receivable Balances that are Second Lien Receivables and the aggregate of the Funded Advance Receivable Balances that are Loan-Level Receivables, respectively as a
percentage of the aggregate of the Funded Advance Receivable Balances with all Receivables included in the Trust Estate; 

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

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

(xii) the Monthly Reimbursement Rate as of the most recent date of determination (or, if less than three calendar months have
occurred since the Closing Date, the Monthly Reimbursement Rate as calculated based on one or two months’ data, as applicable); 

(xiii) whether any Target Amortization Amount that has become due and payable has been paid; 

(xiv) the Stressed Nonrecoverable Advance Amount for the upcoming Payment Date or Interim Payment Date; and 

(xv) the Trigger Advance Rate for each Class (or, if less than three calendar months have occurred since the Closing Date, the
Trigger Advance Rate based upon the Monthly Reimbursement Rate as calculated based on one or two months’ data, as applicable). 
 (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 the occurrence of any of the
events described in clauses (ii), (iii) or (iv) of the definition of “Target Amortization Event”. 

  
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 Section 10. Conditions Precedent Satisfied. 

The Issuer hereby represents and warrants to the Noteholders of the Series 2014-T2 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(b) and Article XII thereof, as applicable, to the issuance of the Series
2014-T2 Notes have been satisfied. 
 Section 11. Representations and Warranties. 

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. 

Section 12. Amendments. 

(a) Notwithstanding any provisions to the contrary in Article XII of the Base Indenture but subject to the provisions set forth in
Sections 12.1 and 12.3 of the Base Indenture, without the consent of the Noteholders of any of the Series 2014-T2 Notes but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator,
the Servicer (solely in the case of any amendment that adversely affects the rights or obligations of the Servicer or adds new obligations or increases existing obligations of the Servicer), 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 a material Adverse Effect, may amend any Transaction Document 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 correct, modify or supplement any provision herein that may be defective or may be inconsistent with any provision in the final Private Placement Memorandum
dated March 14, 2014 or any final Private Placement Memorandum related to the Tax Issuance of any Retained Notes, as it may be amended or supplemented from time to time; (iii) to take any action determined by the Administrator to be
reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (iv) to amend any other provision of this
Indenture Supplement. 
 (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 the Series Required
Noteholders in respect of the Series 2014-T2 Notes, supplement, amend or revise any term or provision of this Indenture Supplement; provided, that with respect to the amendments described in Section 12.2(a)-12.2(i) of the Base Indenture,
the consent of the Noteholders of the Series 2014-T2 Notes required for such amendments shall be as provided therein. 

  
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 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. 

Notwithstanding any other terms of this Indenture Supplement, the Series 2014-T2 Notes, any other Transaction Documents or otherwise, the
obligations of the Issuer under the Series 2014-T2 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 Noteholders of Series 2014-T2 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 2014-T2 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 2014-T2 Notes or this Indenture Supplement. 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 2014-T2 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 2014-T2 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. 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, National Association, 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, National Association, but is made and intended for the purpose of binding only
the Issuer, (c)

  
 27 








 
nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, 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, National Association, 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. 

  
 28 








 IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly
executed by their respective signatories thereunto all as of the day and year first above written. 
  

					
	NEW RESIDENTIAL ADVANCE RECEIVABLES TRUST, as Issuer
		
	By:	 	Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
		
	 By:
	 	/s/ Erwin M. Soriano
			
		 	 Name:
	 	Erwin M. Soriano
			
		 	 Title:
	 	Vice President


 [Signature Page to New Residential Advance Receivables Trust 

Series 2014-T2 Indenture Supplement] 







 
					
	WELLS FARGO BANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary
		
	 By:
	 	 /s/ Graham M. Oglesby

			
		 	 Name:
	 	Graham M. Oglesby
			
		 	 Title:
	 	Vice President


 [Signature Page to New Residential Advance Receivables Trust 

Series 2014-T2 Indenture Supplement] 







 
					
	NATIONSTAR MORTGAGE LLC
		
	 By:
	 	/s/ Amar Patel
			
		 	 Name:
	 	Amar Patel
			
		 	 Title:
	 	EVP


 [Signature Page to New Residential Advance Receivables Trust 

Series 2014-T2 Indenture Supplement] 







 
					
	ADVANCE PURCHASER LLC
		
	 By:
	 	/s/ Susan Givens
			
		 	 Name:
	 	Susan Givens
			
		 	 Title:
	 	CFO


 [Signature Page to New Residential Advance Receivables Trust 

Series 2014-T2 Indenture Supplement] 







 
					
	 CREDIT SUISSE AG, NEW YORK

BRANCH, as Administrative Agent

		
	 By:
	 	/s/ Jason Ruchelsman
			
		 	 Name:
	 	Jason Ruchelsman
			
		 	 Title:
	 	Vice President
		
	By:	 	 /s/ Jason Muncy

			
		 	 Name:
	 	Jason Muncy
			
		 	 Title:
	 	Vice President


 [Signature Page to New Residential Advance Receivables Trust 

Series 2014-T2 Indenture Supplement]