Ex102AmendmentNo5toSecondARIndentureSupplement2012-VF2Wells83456087_6


EXECUTION COPY






HLSS SERVICER ADVANCE RECEIVABLES TRUST,
as Issuer,
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary,
HLSS HOLDINGS, LLC,
as Administrator and as Servicer (on and after the MSR Transfer Date),
OCWEN LOAN SERVICING, LLC,
as a Subservicer and as Servicer (prior to the MSR Transfer Date),
WELLS FARGO SECURITIES, LLC 
as Administrative Agent 
and
WELLS FARGO BANK, N.A.
as sole Holder of the Class A-VF2 Variable Funding Notes, the Class B-VF2 Variable Funding Notes, the Class C-VF2 Variable Funding Notes and the Class D-VF2 Variable Funding Notes
__________
AMENDMENT NO. 5
dated as of December 5, 2014
to the
SECOND AMENDED AND RESTATED SERIES 2012-VF2 INDENTURE SUPPLEMENT
dated as of August 30, 2013
to the 
SIXTH AMENDED AND RESTATED INDENTURE,
dated as of January 17, 2014
__________
HLSS SERVICER ADVANCE RECEIVABLES TRUST  
ADVANCE RECEIVABLES BACKED NOTES, SERIES 2012-VF2









        




AMENDMENT NO. 5 TO SERIES 2012-VF2 AGREEMENTS
This Amendment No. 5, dated as of December 5, 2014 (this “Amendment”), to the Second Amended and Restated Series 2012-VF2 Indenture Supplement, dated as of August 30, 2013 (as has been, and as may be further, amended, restated, supplemented or otherwise modified from time to time, the “Indenture Supplement”), by and among HLSS Servicer Advance Receivables Trust, as issuer (the “Issuer”), Deutsche Bank National Trust Company, as indenture trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), HLSS Holdings, LLC (“HLSS”), as administrator (in such capacity, the “Administrator”) and as servicer, on and after the related MSR Transfer Date (in such capacity, the “Servicer”), Ocwen Loan Servicing, LLC (“OLS”), as a subservicer (in such capacity, the “Servicer”), and as servicer, prior to the related MSR Transfer Date (in such capacity, the “Subservicer”), and Wells Fargo Securities, LLC (“WFS”), as administrative agent (the “Administrative Agent”), to that certain Sixth Amended and Restated Indenture, dated as of January 17, 2014 (as amended, supplemented, restated or otherwise modified from time to time, the “Indenture”), among the Issuer, the Servicer, the Administrator, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, WFS, as administrative agent, Barclays Bank PLC, as administrative agent, and Credit Suisse AG, New York Bank, as administrative agent.  Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Indenture or the Indenture Supplement, as applicable.
WHEREAS, Section 12.2 of the Indenture provides, among other things, that subject to the terms and provisions of each Indenture Supplement with respect to any amendment of such Indenture Supplement, the parties to the Indenture may at any time enter into an amendment to the Indenture, including any Indenture Supplement, with prior notice to the Note Rating Agency and the consent of Holders of more than 50% (by Class Invested Amount) of each Series or Class of Notes affected by such amendment of the Indenture, including any Indenture Supplement, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of the Indenture, of modifying in any manner the rights of the Holders of the Notes of each such Series or Class under the Indenture or any Indenture Supplement, upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion); provided, however, that no such amendment will modify any of the enumerated provisions set forth in Section 12.2 without the consent of the Holder of each Outstanding Note affected thereby;
WHEREAS, Wells Fargo Bank, N.A. (the “VF2 Noteholder”) owns 100% of the Class A-VF2 Variable Funding Notes, the Class B-VF2 Variable Funding Notes, the Class C-VF2 Variable Funding Notes and the Class D-VF2 Variable Funding Notes, which are the only Outstanding Notes issued pursuant to the Indenture Supplement;
WHEREAS, Section 12.3 of the Indenture provides that the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Indenture and that all conditions precedent thereto have been satisfied (the “Authorization Opinion”); and









WHEREAS, the parties hereto desire to amend the Indenture Supplement as described below; 
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.Amendment.
(b)    Section 2 of the Indenture Supplement is hereby amended by adding the following definitions:
““Collateral Test Rectification Event”: means, if  an OLS Ratings Downgrade Event has occurred, and if a Collateral Test would not be satisfied for all Series as a whole as of the close of business on the last day of the Monthly Advance Collection Period preceding the upcoming Payment Date or the Advance Collection Period preceding the upcoming Interim Payment Date, that an amount has been paid to the Variable Funding Notes or otherwise posted to the Trust Accounts (other than the General Reserve Account) on such date (after giving effect to any required payments on such date, if any) equal to the positive difference, if any, between, for all Outstanding Series of Notes, (i) the sum of the Series Invested Amount for such Series on such date (after giving effect to any required payments on such date, if any) and (ii) the product of (A) the Series Allocation Percentage for such Series and (B) (1) the aggregate Receivable Balances of all Receivables under all Designated Servicing Agreements plus (2) all Collections on deposit in the Trust Accounts (other than the General Reserve Account) on such date (after giving effect to any required payments on such date, if any); provided, however, that for the purposes of such calculation it shall be assumed that no Downgrade Advance Rate Reduction has occurred with respect to each Series of Variable Funding Notes.”
““OLS Ratings Downgrade Event”: means a downgrade by S&P or any other Note Rating Agency rating the Series 2012-VF2 Notes of the Servicer’s (prior to any MSR Transfer Date) or the related Subservicer’s (on and after any MSR Transfer Date) sub-prime servicer rating below “Average” (regardless of whether such Servicer or Subservicer has been placed on negative watch by any such Note Rating Agency).”


(c)    Section 2 of the Indenture Supplement is hereby amended by deleting the first paragraph of the definition of “Advance Rates” in its entirety and replacing it with the following:
““Advance Rates”: means, for any date of determination with respect to each Receivable and any Class of Series 2012-VF2 Notes, the percentage amount based on the Advance Type of such Receivable, as set forth below; provided, that in the event of an OLS Ratings Downgrade Event, the Advance Rates applicable to the Receivables related to such Class of Notes shall be equal to the Advance Rates prior to such OLS Ratings Downgrade Event minus 5.00% (such reduction, a “Downgrade Advance Rate Reduction”); provided, however, that, following such a Downgrade Advance Rate Reduction, if (1) (a) a Collateral Test Rectification Event has occurred and  (b) the Monthly Reimbursement Rate is greater 

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than 9.00%, or (2) an upgrade by S&P and any other Note Rating Agency rating the Series 2012-VF2 Notes of the Servicer’s (prior to any MSR Transfer Date) and the related Subservicer’s (on and after any MSR Transfer Date) sub-prime servicer rating to “Average” or higher occurs, then the Advance Rates applicable to the Receivables related to such Class of Notes shall be equal to the Advance Rates after giving effect to such Downgrade Advance Rate Reduction plus 5.00%; and provided, further, that the Advance Rate for any Receivable related to any Class of Notes shall be zero if such Receivable is not a Facility Eligible Receivable.”


Section 2.    Waiver of Issuer Tax Opinion.
Pursuant to Section 12.2 of the Base Indenture, the VF2 Noteholder hereby waives and instructs the Administrative Agent and the Indenture Trustee to waive the provisions of Section 12.2 of the Base Indenture which requires delivery of an Issuer Tax Opinion with respect to this Amendment.
Section 3.    Conditions to Effectiveness of this Amendment.
(b)    This Amendment shall become effective as of December 5, 2014, upon the latest to occur of the following (the “Effective Date”):
(i)    the execution and delivery of this Amendment by all parties hereto;

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(ii)    prior notice to the Note Rating Agency; and
(iii)    the delivery of the Authorization Opinion.
(c)    Effect of Amendment.  Except as expressly amended and modified by this Amendment, all provisions of the Indenture Supplement and the Indenture shall remain in full force and effect and all such provisions shall apply equally to the terms and conditions set forth herein.  This Amendment shall be effective as of the Effective Date upon the satisfaction of the conditions precedent set forth in Section 3(a) hereof and shall not be effective for any period prior to the Effective Date. After this Amendment becomes effective, all references in the Indenture Supplement or the Indenture to “this Indenture Supplement,” “this Indenture,” “hereof,” “herein” or words of similar effect referring to such Indenture Supplement and Indenture shall be deemed to be references to the Indenture Supplement or the Indenture, as applicable, as amended by this Amendment.  This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Indenture Supplement or the Indenture other than as set forth herein.
Section 4.    Representations and Warranties. (a)    The VF2 Noteholder hereby represents and warrants that as of the date hereof (i) it is the sole Holder of each of the Class A-VF2 Variable Funding Notes, the Class B-VF2 Variable Funding Notes, the Class C-VF2 Variable Funding Notes and the Class D-VF2 Variable Funding Notes, (ii) it is duly authorized to deliver this Amendment to the Indenture Trustee and such power has not been granted or assigned to any other Person, and (iii) the Indenture Trustee may conclusively rely upon this Amendment.
(b)    In its capacity as Note Registrar, the Indenture Trustee confirms that the Note Register reflects the VF2 Noteholder as the sole Holder of all Notes currently Outstanding under the Indenture Supplement. Such Holder’s consent to the terms of this Amendment is evidenced by its signature hereto.



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(c)    OLS hereby represents and warrants that the execution and effectiveness of this Amendment shall not materially affect it, in its capacity as the Subservicer under any of the Designated Servicing Agreements or any of the Transaction Documents. 
Section 5.    Expenses. The Receivables Seller hereby agrees that in addition to any costs otherwise required to be paid pursuant to the Transaction Documents, the Receivables Seller shall be responsible for the payments of the reasonable and documented legal fees and out-of-pocket expenses of legal counsel to the Administrative Agent, the Noteholders, the Owner Trustee and the Indenture Trustee incurred in connection with the consummation of this Amendment and all other documents executed or delivered in connection therewith.
Section 6.    Representations; Ratifications Covenants:  (a) In order to induce the Noteholders and the Administrative Agent to execute and deliver this Amendment, the Issuer, HLSS, OLS and Servicer hereby represent and warrant to the Noteholders and the Administrative Agent that as of the date hereof, the Issuer, HLSS, OLS and Servicer are in full compliance with all of the terms and conditions of the Indenture and the other Transaction Documents and no Default or Event of Default has occurred and is continuing under the Indenture or any other Transaction Documents.
(b)    The parties hereto ratify all terms of the existing Indenture other than those amended hereby, and ratify those provisions as amended hereby.
Section 7.    Entire Agreement. The Indenture and the Indenture Supplement, as amended by this Amendment, constitute 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 8.    Successors and Assigns.  This Amendment shall be binding upon the parties hereto and their respective successors and assigns.
Section 9.    Section Headings.  The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Indenture or any provision hereof or thereof.
Section 10.    GOVERNING LAW.  THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PROVISIONS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.    Recitals.  The statements contained in the recitals to this Amendment shall be taken as the statements of the Issuer, and the Indenture Trustee (in each capacity) assumes no 

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responsibility for their correctness.  The Indenture Trustee makes no representation as to the validity or sufficiency of this Amendment (except as may be made with respect to the validity of its own obligations hereunder).  In entering into this Amendment, the Indenture Trustee shall be entitled to the benefit of every provision of the Indenture and the Indenture Supplement relating to the conduct of or affecting the liability of or affording protection to the Indenture Trustee.
Section 12.    Owner Trustee Limitation of Liability.  It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment.
Section 13.    Counterparts.  This Amendment may be executed in one or more counterparts and by the different parties hereto on separate counterparts, including without limitation counterparts transmitted by facsimile, each of which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement.
[signature pages follow]



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
HLSS SERVICER ADVANCE RECEIVABLES TRUST, as Issuer
By: Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
		
	By: 
	 
Name: 
Title:



Amendment No. 5 to Series 2012-VF2 Second A&R Indenture Supplement












DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and not in its individual capacity
		
	By: 
	 
Name: 
Title:


		
	By: 
	 
Name: 
Title:



Amendment No. 5 to Series 2012-VF2 Second A&R Indenture Supplement












HLSS HOLDINGS, LLC, as Administrator and as Servicer (on and after the MSR Transfer Date)
		
	By: 
	 
Name: 
Title:



Amendment No. 5 to Series 2012-VF2 Second A&R Indenture Supplement












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



Amendment No. 5 to Series 2012-VF2 Second A&R Indenture Supplement












WELLS FARGO SECURITIES, LLC, 
as Administrative Agent
		
	By: 
	 
Name: 
Title:







Amendment No. 5 to Series 2012-VF2 Second A&R Indenture Supplement












WELLS FARGO BANK, N. A., 
as sole Holder of the HLSS Servicer Advance Receivables Trust, Advance Receivables Backed Notes, Series 2012-VF2 Class A-VF2 Variable Funding Notes, Class B-VF2 Variable Funding Notes, Class C-VF2 Variable Funding Notes and Class D-VF2 Variable Funding Notes 
		
	By: 
	 
Name: 
Title:





Amendment No. 5 to Series 2012-VF2 Second A&R Indenture Supplement