SUBSERVICING SUPPLEMENT dated as of October 25, 2013 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLC

Exhibit 10.2

SUBSERVICING SUPPLEMENT

dated as of October 25, 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 October 25, 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

“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 November 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

“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

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

ARTICLE IV.

MISCELLANEOUS

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

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

[Signature Page Follows]

Subservicing Supplement

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/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Senior Vice President and CFO
OCWEN LOAN SERVICING, LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxxxx
		Title: Treasurer

Subservicing Supplement

SCHEDULE I

SERVICING AGREEMENTS

Investor Number		Deal Name
2702		Accredited Mortgage Loan Trust 2004-2
2708		NMFT 2003-1
2712		NMFT 2004-1
2714		NMFT 2004-3
2941		ABFC 2001-AQ1
2942		ABFC 2002-SB1
2970		C-BASS 1998-CB1
2974		C-BASS 2001-CB4
2978		C-BASS 2002-CB4
3047		Equity One 2002-3
3049		Equity One 2002-5
3051		Equity One 2003-2
3053		Equity One 2003-4
3054		Equity One 2004-1
3057		Equity One 2004-4
3059		Equity One 2005-1
3063		Equity One 2005-B
3064		Equity One 2005-4
3068		Equity One 2005-6
3069		Equity One 2006-A
3086		Fremont 2003-A
3089		Fremont 2004-B
3168		GSAMP Trust 2005-S2
3186		HOMEGOLD 1999-1
3189		XXXXX 0000-0
0000		XXXXX 2004-3
3191		LBMLT 2004-A
3198		MLMI, 1999-H1
3199		MLMI, Series 1998-GN3
3239		CWABS 2002-05
3240		CWABS 2002-2
3242		CWABS 2002-BC2
3246		CWABS 2005-10
3248		CWABS 2005-8
3249		CWABS 2005-BC1
3250		CWABS 2006-01
3251		CWABS 2006-9
3252		CWALT 2004-01_CWALT 2004-01T1
3254		CWALT 2004-12CB
3255		CWALT 2004-16CB
3256		CWALT 2004-24CB

Sch I-1

3257		CWALT 2004-27CB
3258		CWALT 2004-28CB
3259		CWALT 2004-J1
3262		CWALT 2004-J6
3265		CWALT 2007-4CB
3268		CWMBS 2002-17 ALT 2002-11
3269		CWMBS 2002-20 ALT 2002-12
3270		CWMBS 2002-24 ALT 2002-14
3271		CWMBS 2002-33 ALT 2002-17
3272		CWMBS 2002-35_CHL 2002-35
3278		CWMBS 2003-05 ALT 2003-1T1
3279		CWMBS 2003-09
3285		CWMBS 2003-31 ALT 2003-13T1
3288		CWMBS 2003-38 ALT 2003-17T2
3289		CWMBS 2003-39_CHL 2003-39
3290		CWMBS 2003-44_CHL 2003-44
3291		CWMBS 2003-47 ALT 2003-19CB
3292		CWMBS 2003-51 ALT 2003-20CB
3296		CWMBS 2003-J2_CHL 2003-J2
3297		CWMBS 2003-J5_CHL 2003-J5
3298		CWMBS 2003-J6_CHL 2003-J6
3299		CWMBS 2003-J7_CHL 2003-J7
3301		CWMBS 2004-HYB6_CHL 2004-HYB6
3302		CWMBS 2005-10_CHL 2005-10
3303		CWMBS 2006-1_CHL 2006-1
3307		Popular 2007-A
3313		RAAC 2004-SP1
3316		RAAC 2005-SP3
3317		RAAC 2006-SP1
3331		RALI 2003-QS7
3341		RALI 2002-QS1
3345		RALI 2003-QS14
3351		RALI 2004-QS1
3355		RALI 2004-QS3
3357		RALI 2004-QS6
3368		RAMP 2002-RP1
3369		RAMP 2002-RP2
3370		RAMP 2002-RS1
3375		RAMP 2004-RP1
3383		RAMP 2005-SL1
3393		RAMP/RFSC 2001-RM2
3394		RFMSI 2003-S4
3396		RFMSI 2004-S5
3398		RFMSI 2005-S4
3405		SBMSI 2001-1
3407		SBMSI 2002-WMC1
3457		Equity One 1998-1
3461		Equity One 2002-2
3462		Equity One 2003-1

Sch I-2

3463		Equity One 2004-2
3465		Equity One 2005-A
3467		Equity One 2006-B
3499		Golden National GNABS 98 XX0
0000		Golden Nat’l Series 1998-GN2
3539		WMALT 2005-6
3540		WMALT 2005-7
3541		WMALT 2005-8
3542		WMALT 2005-9
3543		WMALT 2007-01
3574		Nomura 2007-S2
3576		CSFB 2004-FRE1
3776		MSMLT 2006-13ARX
3780		MSMLT 2007-6XS
3786		MSM 2006-17XS
3794		NMFT 2002-3
3795		MSM 2006-16AX
3798		NMFT 2005-2
3800		NMFT 2005-4
3805		NMI 2006-6
3811		MSM 2007-12
3843		SASCO 2002-9
3844		Saxon 99-2
3848		Saxon 00-2
3851		Saxon 01-1
3852		Xxxxx 00-0
0000		Xxxxxxxxx Mortgage Securities
3879		Sequoia Mortgage Trust
10645		RAMP 2004-RS7
10648		RAMP 2004-RZ2
10695		RAMP 2005-EFC7
10708		RAMP 2005-NC1
10840		RAMP 2005-RS9
10442		RASC 2001-KS1
10601		RASC 2004-KS7
10603		RASC 2004-KS9
10876		RASC 2007-EMX1
10882		RFMSI 2005-S2
10887		RFMSI 2005-S7
4975		Citigroup Mortgage Loan Trust Inc.
4709		MARM 2004-5
4715		MARM 2005-2
4543		MALT 2004-12
4712		MARM 2004-8
4695		FNBA 2004-AR1
4713		MARM 2004-9
4704		MARM 2004-14
4702		MARM 2004-11
5145		MARM 2005-3

Sch I-3

4546		MALT 2004-3
4730		MASTR 2003-6
4545		MALT 2004-2
4874		BSALTA 2005-3
4554		MALT 2005-2
4544		MALT 2004-13
42544		2011-NC8
4555		XXXX 0000-0
0000		XXXXX 2005-A
4716		MARM 2005-6
4707		MARM 2004-3
41014		Xxxxx Fargo Corporate Trust Services
4717		MARM 2005-7
4531		MALT 2002-3
4696		MANA 2007-A2
4680		SEQ 2004-7
42644		Private—Other
4885		GSAA 2005-9
4530		MALT 2002-2
4757		CMLTI 2005-3
4802		Xxxxx Fargo Bank, N.A.
4706		MARM 2004-2
5053		2004-WH14
4640		Bayview 2007-B
4710		MARM 2004-6
4705		MARM 2004-15
4553		MALT 2005-1
4708		MARM 2004-4
4759		CMLTI 2006-AR3
4736		MASTR 2004-3
42249		Amalgamated Bank
41494		BART 2005-11
4732		MASTR 2003-9
4556		MALT 2005-4
4678		SEQ 2004-5
4535		MALT 2003-5
4542		MALT 2004-11
4778		DBALT 2005-AR2
42643		Private—Other
4747		NAAC 2005-AP2
4641		Bayview 2008-A
5160		Bank of America, N.A.
4549		MALT 2004-6
4536		MALT 2003-6
4940		SASCO 2004-18H
4870		XXXXXX 0000-00
0000		XXXXX 2004-9
40235		1999-D
4896		HVMLT 2004-10

Sch I-4

4692		DMSI 2004-2
5135		2004-NC ARM 6
4755		PRIME 2006-1
4758		CMLTI 2005-5
4644		ARMT 2005-10
40360		Xxx Xxxx Xx Xxx Xxxx Xxxxxx
0000		Capstead Mortgage Corporation
4973		Credit Suisse First Boston
4711		MARM 2004-7
40365		Xxx Xxxx Xx Xxx Xxxx Xxxxxx
0000		ARMT 2004-5
4756		CMLTI 2004-HYB4
4685		SEQ 2005-3
40528		Amalgamated Bank
4683		SEQ 2005-1
5144		CMLTI 2005-1
4878		BSART 2002-11
4557		MALT 2005-5
41401		CSFB 2005-8
4629		BAFC 2007-3
5052		2004-WH11
4895		HVMLT 2003-1
4643		ARMT 2005-1
5048		2003-WH23
4800		Xxxxx Fargo Corporate Trust Services
41465		Citizens Bank
4551		MALT 2004-8
4887		GSR 2005-5F
4872		XXXXXX 0000-0
0000		XXXX 2006-OA1
4153		CMLTI 2007-SHL1
4417		HSBC BANK USA
4258		OOMLT 2000-1
4190		HALO 2007-AR1
3868		XXXXXXX XXXXX
4433		DB STRUCTURED PRODUCTS
4254		OMAC 2005-2
4019		AHMIT 2004-1
3914		CITIZENS BANK
4470		XXXXXX BROTHERS BANK WAREHOUSE (BNC)
4460		FMT 2003-7
4468		XXX/XXXXXX XXX
0000		XXXX
0000		XXXX 2003-10
4038		AMRESCO 1997-2
4248		MSML 2006-6AR
4366		SASCO 2004-SC1
4212		XXXXX 0000-0
0000		XXXX 0000-X0

Xxx I-5

4253		OMAC 2005-1
3867		E*TRADE
4377		SASCO 2006-GEL3
4206		HOMESTAR 2004-6
3508		PNCMS 1999-10
3501		MGIC INVESTOR SERVICES CORP.
4449		XXXXXXX BANK OF COMMERCE
4383		SBMS 1996-5
3873		WASHINGTON MUTUAL SEC. CORP.
4203		HOMESTAR 2004-3
4388		SBMS 1998-OPT2
4205		HOMESTAR 2004-5
0000		XXX XXXXXXXX ONE, LLC
4201		HOMESTAR 2004-1
3869		XXXXXXX XXXXXX
4097		ARC 2001-BC1
4259		OOMLT 2000-5
4225		MALT 2006-3
3547		CHASE MANHATTAN MTG. CORP.
4346		SAIL 2005-1
4387		SBMS 1998-OPT1
3516		ACE 2005-SN1
3727		MASTR 2006-WMC4
3725		MASTR 2006-WMC3
10752		CMLTI 2007-SHL1
5286		DBALT 2007-3
10025		DBALT 2006-AR2
10771		2005-WH32
10688		BAFC 2005-8
4502		SAIL 2003-BC11 SSA
10686		BAFC 2005-5
4893		GSR 2007-HEL1
10541		RFSC 2003-RM2
10584		2003-WH30

Sch I-6

SCHEDULE II

RETAINED SERVICING FEE PERCENTAGE

From Month1		To Month				Retained Fee
1			3				20.75
4			6				20.25
7			9				20.00
10			12				19.50
13			15				19.50
16			18				19.25
19			21				19.00
22			24				18.50
25			27				18.50
28			30				18.00
31			33				18.00
34			36				17.75
37			39				17.75
40			42				17.50
43			45				17.00
46			48				17.00
49			51				17.00
52			54				17.00
55			57				17.00
58			60				17.00
61			63				17.00
64			66				17.00
67			69				17.00
70			72				17.00

¹  Starting with November 2013.

Sch II-1

SCHEDULE III

TARGET RATIO SCHEDULE

Month2		Target Advance Ratio
1			3.57	%
2			3.53	%
3			3.48	%
4			3.44	%
5			3.40	%
6			3.35	%
7			3.31	%
8			3.27	%
9			3.23	%
10			3.19	%
11			3.15	%
12			3.11	%
13			3.07	%
14			3.03	%
15			2.99	%
16			2.96	%
17			2.92	%
18			2.88	%
19			2.85	%
20			2.81	%
21			2.78	%
22			2.74	%
23			2.71	%
24			2.67	%
25			2.64	%
26			2.61	%
27			2.57	%
28			2.54	%
29			2.51	%
30			2.48	%
31			2.45	%
32			2.42	%
33			2.39	%
34			2.36	%
35			2.33	%
36			2.30	%

²  Starting with November 2013.

Sch III-1

37			2.27	%
38			2.24	%
39			2.21	%
40			2.19	%
41			2.16	%
42			2.13	%
43			2.11	%
44			2.08	%
45			2.05	%
46			2.03	%
47			2.00	%
48			1.98	%
49			1.95	%
50			1.93	%
51			1.90	%
52			1.88	%
53			1.86	%
54			1.83	%
55			1.81	%
56			1.79	%
57			1.77	%
58			1.74	%
59			1.72	%
60			1.70	%
61			1.68	%
62			1.66	%
63			1.64	%
64			1.62	%
65			1.60	%
66			1.58	%
67			1.56	%
68			1.54	%
69			1.52	%
70			1.50	%
71			1.50	%
72			1.50	%

Sch III-2