EX-10.2



 Exhibit 10.2 

 
  

 
 SUBSERVICING SUPPLEMENT

 dated as of March 13, 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 March 13, 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 March 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 3.75% per annum (i.e., 0.3125% 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:	 	Vice President



  
 Subservicing
Supplement 








 SCHEDULE I 

SERVICING AGREEMENTS 
  

			
	 Investor Number
	 	 Deal Name

		
	 250
	 	 OOMC Series 2003-5

		
	 251
	 	 OOMC Series 2003-6

		
	 261
	 	 OOMC Loan Trust 2004-1

		
	 274
	 	 OOMC Loan Trust Series 2004-2

		
	 287
	 	 OOMC Loan Trust Series 2004-3

		
	 292
	 	 OOMLT 2005-1 STEP SERV FEE

		
	 369
	 	 OOMLT 2005-2 STEP SERV FEE

		
	 370
	 	 SOUNDVIEW 2005-OPT1- PMI

		
	 391
	 	 Citigroup CMLTI 2005-OPT4

		
	 423
	 	 Carrington 2006-OPT1

		
	 448
	 	 Merrill Lynch Series 2006-OPT1

		
	 662
	 	 OOMC MESA Trust 2001-5

		
	 664
	 	 OOMC Loan Trust 2002-1

		
	 669
	 	 OOMC Loan Trust 2002-3 -STEP

		
	 671
	 	 First Franklin Series 2002-FF1

		
	 683
	 	 OOMC Loan Trust 2002-6

		
	 687
	 	 OOMC Series 2003-1

		
	 690
	 	 OOMC Loan Trust 2003-2

		
	 691
	 	 OOMC Series 2003-3

		
	 693
	 	 OOMC Series 2003-4 StepSvcFee

		
	 262
	 	 ABFC Series 2004-OPT1

		
	 264
	 	 OOMC Woodbridge Series 2004-1

		
	 269
	 	 SABR Trust 2004-OP1 —STEP SF



  
 Sch I-1










			
		
	 271
	 	 UBS MASTR Series 2004-OPT1

		
	 272
	 	 BofA ABFC Series 2004-OPT2

		
	 276
	 	 BofA ABFC 2004-OPT3

		
	 279
	 	 ABSC Series 2004-HE3

		
	 284
	 	 ABFC 2004-OPT4

		
	 288
	 	 UBS MASTR Series 2004-OPT2

		
	 289
	 	 ABFC 2004-OPT5

		
	 294
	 	 Citigroup CMLTI 2005-OPT1

		
	 297
	 	 MASTR 2005-OPT1 STEP SERV FEE

		
	 299
	 	 CMLT 2005-OPT2 STEP SERV FEE

		
	 333
	 	 Citigroup Mort Loan Trust 2004-OPT1 step

		
	 334
	 	 Barclays SABR Series 2004-OP2

		
	 360
	 	 Barclays SABR Series 2005-OP1

		
	 377
	 	 Citigroup CMLTI 2005-OPT3

		
	 381
	 	 ABSC 2005-HE6

		
	 384
	 	 JPMAC 2005-OPT1

		
	 386
	 	 Soundview 2005-OPT2

		
	 400
	 	 ABFC 2005-OPT1

		
	 413
	 	 SABR 2005-OP2

		
	 414
	 	 JPMAC 2005-OPT2

		
	 417
	 	 Barclays SABR Series 2006-OP1

		
	 422
	 	 Soundview 2006-OPT1

		
	 428
	 	 ABSC 2006-HE3

		
	 437
	 	 Soundview 2006-OPT4

		
	 442
	 	 ABSC 2006-HE5

		
	 670
	 	 Option One Woodbridge 2002-1



  
 Sch I-2










			
		
	 685
	 	 MASTR 2002-OPT1 (UBS Security)

		
	 688
	 	 UBS—MASTR 2003-OPT1

		
	 689
	 	 OOMC Woodbridge 2003-1

		
	 692
	 	 MASTR Series 2003-OPT2

		
	 695
	 	 OOMC Woodbridge Series 2003-2

		
	 258
	 	 ACE Series2003-OP1

		
	 267
	 	 ACE 2004-OP1 STEP SERV FEE

		
	 380
	 	 OOMLT 2005-3

		
	 387
	 	 Lehman SASCO 2005-S5

		
	 397
	 	 OOMLT 2005-4

		
	 399
	 	 NHELI 2005-HE1

		
	 401
	 	 OOMLT 2005-5

		
	 402
	 	 SGMS 2005-OPT1

		
	 405
	 	 Lehman SASCO 2005-OPT1

		
	 412
	 	 OOMLT 2006-1

		
	 416
	 	 HSBC HASCO 2006-OPT1

		
	 420
	 	 HSBC HASCO 2006-OPT2

		
	 425
	 	 HSBC HASCO 2006-OPT3

		
	 430
	 	 Lehman SASCO 2006-OPT1

		
	 432
	 	 HSBC HASCO 2006-OPT4

		
	 434
	 	 ACE 2006-OP1

		
	 441
	 	 OOMC Loan Trust Series 2006-2

		
	 446
	 	 Lehman SASCO 2006-BC2

		
	 450
	 	 OOMLT 2006-3

		
	 551
	 	 ACE 2006-OP2

		
	 558
	 	 ABFC 2006-HE1



  
 Sch I-3










			
		
	 559
	 	 SGMS 2006-OPT2- Dual Cutoff

		
	 564
	 	 Lehman SASCO 2006-BC6

		
	 565
	 	 OOMLT 2007-01- Dual Cutoff

		
	 567
	 	 HSBC HASCO 2007-OPT1

		
	 568
	 	 Lehman SASCO 2007-BC1

		
	 569
	 	 OOMC Loan Trust Series 2007-CP1

		
	 571
	 	 OOMC Loan Trust Series 2007-2

		
	 573
	 	 Merrill Lynch Series 2007-HE2

		
	 574
	 	 OOMC Loan Trust Series 2007-FXD2

		
	 575
	 	 OOMC Loan Trust Series 2007-3

		
	 577
	 	 OOMC Loan Trust Series 2007-4

		
	 578
	 	 OOMC Loan Trust Series 2007-5

		
	 582
	 	 OOMC Loan Trust Series 2007-6

		
	 682
	 	 Morgan Stanley 2002-OP1

		
	 254
	 	 ABSC Series 2003-HE6

		
	 257
	 	 Merrill Lynch Series 2003-OPT1

		
	 396
	 	 Soundview 2005-OPT3

		
	 406
	 	 Soundview 2005-OPT4



  
 Sch I-4









 SCHEDULE II 

RETAINED SERVICING FEE PERCENTAGE 
  

							
	From	  	To	  	 	 
	 Month1
	  	Month	  	Retained Fee	 
	 1
	  	3	  	 	26.50 bps	  
	 4
	  	6	  	 	25.75 bps	  
	 7
	  	9	  	 	25.25 bps	  
	 10
	  	12	  	 	25.00 bps	  
	 13
	  	15	  	 	24.00 bps	  
	 16
	  	18	  	 	23.50 bps	  
	 19
	  	21	  	 	23.25 bps	  
	 22
	  	24	  	 	22.50 bps	  
	 25
	  	27	  	 	21.75 bps	  
	 28
	  	30	  	 	21.50 bps	  
	 31
	  	33	  	 	21.50 bps	  
	 34
	  	36	  	 	21.50 bps	  
	 37
	  	39	  	 	21.25 bps	  
	 40
	  	42	  	 	21.25 bps	  
	 43
	  	72	  	 	21.25 bps	  

  

	1 	 Starting with March 2013 



  
 Sch II-1









 SCHEDULE III 

TARGET RATIO SCHEDULE 
  

					
	Month2	  	Target Advance Ratio	 
	 1
	  	 	4.57	% 
	 2
	  	 	4.47	% 
	 3
	  	 	4.37	% 
	 4
	  	 	4.27	% 
	 5
	  	 	4.18	% 
	 6
	  	 	4.08	% 
	 7
	  	 	3.99	% 
	 8
	  	 	3.90	% 
	 9
	  	 	3.81	% 
	 10
	  	 	3.73	% 
	 11
	  	 	3.64	% 
	 12
	  	 	3.56	% 
	 13
	  	 	3.48	% 
	 14
	  	 	3.40	% 
	 15
	  	 	3.33	% 
	 16
	  	 	3.25	% 
	 17
	  	 	3.18	% 
	 18
	  	 	3.11	% 
	 19
	  	 	3.04	% 
	 20
	  	 	2.97	% 
	 21
	  	 	2.90	% 
	 22
	  	 	2.84	% 
	 23
	  	 	2.77	% 
	 24
	  	 	2.71	% 
	 25
	  	 	2.65	% 
	 26
	  	 	2.59	% 
	 27
	  	 	2.53	% 
	 28
	  	 	2.47	% 
	 29
	  	 	2.42	% 
	 30
	  	 	2.36	% 
	 31
	  	 	2.31	% 
	 32
	  	 	2.26	% 
	 33
	  	 	2.21	% 
	 34
	  	 	2.16	% 
	 35
	  	 	2.11	% 

  

	2	 Starting with
March 2013. 



  
 Sch III-1










					
	Month2	  	Target Advance Ratio	 
	 36
	  	 	2.06	% 
	 37
	  	 	2.02	% 
	 38
	  	 	1.97	% 
	 39
	  	 	1.93	% 
	 40
	  	 	1.88	% 
	 41
	  	 	1.84	% 
	 42
	  	 	1.80	% 
	 43
	  	 	1.76	% 
	 44
	  	 	1.75	% 
	 45
	  	 	1.75	% 
	 46
	  	 	1.75	% 
	 47
	  	 	1.75	% 
	 48
	  	 	1.75	% 
	 49
	  	 	1.75	% 
	 50
	  	 	1.75	% 
	 51
	  	 	1.75	% 
	 52
	  	 	1.75	% 
	 53
	  	 	1.75	% 
	 54
	  	 	1.75	% 
	 55
	  	 	1.75	% 
	 56
	  	 	1.75	% 
	 57
	  	 	1.75	% 
	 58
	  	 	1.75	% 
	 59
	  	 	1.75	% 
	 60
	  	 	1.75	% 
	 61
	  	 	1.75	% 
	 62
	  	 	1.75	% 
	 63
	  	 	1.75	% 
	 64
	  	 	1.75	% 
	 65
	  	 	1.75	% 
	 66
	  	 	1.75	% 
	 67
	  	 	1.75	% 
	 68
	  	 	1.75	% 
	 69
	  	 	1.75	% 
	 70
	  	 	1.75	% 
	 71
	  	 	1.75	% 
	 72
	  	 	1.75	% 


  
 Sch III-2