Exhibit 10.1

AMENDMENT AND WAIVER AGREEMENT

This Amendment and Waiver Agreement (“Amendment and Waiver Agreement”) is dated as of September 30, 2016 (the “Effective Date”) by and between ALTISOURCE SOLUTIONS S.À R.L. , a Luxembourg private limited liability company (“Altisource”) and ALTISOURCE RESIDENTIAL CORPORATION , a Maryland corporation (“Residential”, and together with Altisource, the “Parties” and each individually, a “Party”).

Recitals

WHEREAS, Altisource’s parent, Altisource Portfolio Solutions S.A., distributed one hundred percent (100%) of the shares of Residential to its shareholders pursuant to which it provided Residential with a $100 million capital contribution;

WHEREAS, Residential and Altisource entered into that certain Master Services Agreement, dated as of December 21, 2012 (the “Agreement”);

WHEREAS, pursuant to the terms and conditions of the Collective Agreements entered into between the Parties, Altisource provides or causes to be provided to Residential and Residential’s Affiliates certain Services;

WHEREAS, pursuant to Section 8.1 of the Agreement, the Parties agreed that Altisource is the exclusive provider of all Services to Residential and all of Residential’s Affiliates;

WHEREAS, Residential desires to purchase the Seller Property Portfolio from Sellers in one or more Transactions;

WHEREAS, Sellers have agreed to provide Residential with the Seller Property Portfolio Financing for each such Transaction;

WHEREAS, as a condition to the provision of the Seller Property Portfolio Financing for each Transaction, Sellers require that Residential enter into the MSR Property Portfolio Services Agreement and that Main Street Renewal provide the MSR Property Management Services for each property contained in the Seller Property Portfolio until the end of the Waiver Term;

WHEREAS, subject to the terms and conditions of this Amendment and Waiver Agreement (including without limitation, the addition of new Sections 20.13 and 20.14 of the Agreement and the contingent payments described therein) and based on the conditions described in these recitals, Altisource is willing to grant the Exclusivity Waiver; and

Agreement

NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Recitals . The recitals set forth above are hereby incorporated into and made an essential part of this Amendment and Waiver Agreement.

2. Defined Terms . Capitalized terms that are used herein shall have the meanings given such terms in this Amendment and Waiver Agreement or in the Collective Agreements, as applicable.

3. Amendments to the Agreement .

“20.13     Change of Control . Notwithstanding anything to the contrary set forth in the Collective Agreements, upon the occurrence of a Change of Control during the Initial Term, any Renewal Term and any other extensions thereto, the Surviving Entity, to the extent Residential is not the Surviving Entity, shall assume (and Residential shall cause the Surviving Entity to assume) all rights and obligations of Residential pursuant to the Collective Agreements. Residential or the Surviving Entity, as applicable, shall provide written notice to Altisource of the occurrence of a Change of Control immediately upon the earlier of: (i) the occurrence of a Change of Control or (ii) in the case of the occurrence of a series of events that results in a Change of Control, the date on which the first of such series of events becomes or is reasonably likely to become a Change of Control.”

Residential shall provide written notice to Altisource of the occurrence of a Liquidation or breach of Section 20.13 immediately upon (i) the occurrence of such Liquidation or breach (as applicable) or (ii) in the case of the occurrence of a series of events that results in a Liquidation, the date on which the first of such series of events becomes or is reasonably likely to become a Liquidation.

(b) In the event of a breach of Section 20.13, Residential or the Surviving Entity, as applicable, shall pay to Altisource an amount equal to sixty million dollars ($60,000,000), which shall be Altisource’s sole and exclusive remedy.

(d) For the avoidance of doubt, any payments due and payable pursuant to this Section 20.14 shall not be subject to Sections 12.3 or 12.5 of the Agreement, but in no event shall any such payments made pursuant to this Section 20.14 adversely affect the limitations of liability under Sections 12.3 and 12.5 for all other matters in the Agreement.

Quarterly Single Family Residential Company Asset Report may be subject to a confidentiality and/or standstill agreement to the extent it provides Altisource with material non-public information; provided , however , to the extent that Residential believes that a Quarterly Single Family Residential Company Asset Report contains material non-public information, Residential will inform Altisource of this in writing prior to the submission of such Quarterly Single Family Residential Company Asset Report to Altisource and to the extent that Altisource confirms its desire to receive such material non-public information, Residential and Altisource will agree to a confidentiality and/or standstill agreement on such material non-public information.”

(g) From time to time and upon reasonable prior written notice, but no more than once every twelve (12) months, Altisource may audit, or appoint an independent auditor to audit, Residential’s or the Surviving Entity’s, as applicable, compliance with the terms and conditions of the Collective Agreements, including, but not limited to, payment terms. Any such audit will be conducted during regular business hours at the facilities of Residential or the Surviving Entity, as applicable, and Residential or the Surviving Entity, as applicable, will identify and cooperate with Altisource (or its representatives) to provide Altisource (or its representatives) with access to all relevant employees, equipment, books and records. If such an audit shows an underpayment or lack of payment of any of the fees due to Altisource, Residential or the Surviving Entity, as applicable, shall immediately pay such underpayment or nonpayment amount in accordance with the terms of this Agreement.

 

of the combined voting power of the outstanding voting stock or equivalent voting interest of Residential entitled to vote generally in the election of directors (or Persons performing a similar function); or (c) the consummation of any recapitalization, reclassification, consolidation, merger, share exchange, scheme of arrangement or other business combination transaction immediately following which the beneficial owners of the voting stock or equivalent voting interest of Residential entitled to vote generally in the election of directors (or Persons performing a similar function) immediately prior to the consummation of such transaction do not beneficially own more than 50% of the combined voting power of the outstanding voting stock or equivalent voting interest of Residential entitled to vote generally in the election of directors (or Persons performing a similar function) of the entity resulting from such transaction (including an entity that, as a result of such transaction, owns Residential or all or substantially all of the assets of Residential and its subsidiaries, taken as a whole, either directly or indirectly through one or more subsidiaries of such entity) in substantially the same proportion as their beneficial ownership of the voting stock or equivalent voting interest of Residential entitled to vote generally in the election of directors (or Persons performing a similar function) immediately prior to such transaction.

enable Residential to acquire any Single Family Residential Company Assets with funding available under such facilities (collectively, “Debt Payments”) or (B) Residential’s or the Surviving Entity’s sale, liquidation or other disposition of an aggregate of 50% or more of the Single Family Residential Company Assets that are NPLs, SPLs and REOs (collectively, the “Class B Assets”) over any trailing 18-month period, the proceeds of which Residential or the Surviving Entity does not use to acquire additional Single Family Residential Company Assets or to make Debt Payments, or (C) any transaction or series of transactions following which Residential is no longer substantially a Single Family Residential Company.

In determining the percentage of Class A Assets being sold, liquidated or otherwise disposed in the case of subsection (A) above, and the Class B Assets being sold, liquidated or otherwise disposed in the case of subsection (B) above, the denominator of such Class A Assets or Class B Assets, as applicable, (the “Base SFRCA Number”) shall be the aggregate market value of all such Class A Assets or Class B Assets, respectively, as of the Effective Date of the Amendment and Waiver Agreement; and provided further that the applicable Base SFRCA Number for each of the Class A Assets and the Class B Assets, as applicable, will be (i) reduced by the amount of proceeds from the sale of Class A and Class B Assets, as applicable, that are used for Debt Payments in each such class, and (ii) will be increased by the amount of new debt issued and that is used  (I) in the case of the Base SFRCA Number for Class A Assets, to purchase Class A Assets, and (II) in the case of the Base SFRCA Number for Class B Assets, to purchase Class B Assets. In addition, the applicable Base SFRCA Number for each of the Class A Assets and Class B Assets shall be reset to the then-total market value of Single Family Residential Company Assets owned by Residential or the Surviving Entity in each of the asset classes, as applicable, on each 18-month anniversary of the Effective Date of the Amendment and Waiver Agreement.

For purposes of the definition of Liquidation and the provisions of Section 20.14, but without limiting the provisions of or Altisource’s rights pursuant to Section 20.14(c), Liquidation shall not include any termination of the Agreement or any Service or SOW by Residential or the Surviving Entity in accordance with the terms of Sections 6.2.1.1 (Material Breach), 6.2.1.2 (Altisource’s Insolvency), 6.2.2.1 (Legal Prohibition), 6.2.2.2 (Legal Violation), 6.2.2.3 (Government Citation), or 6.2.2.4 (Performance Standards) (each an “Agreement Termination Event”), in which case no Liquidation Fee shall be payable under Section 20.14(a), except as provided in Section 20.14(c).

Portfolio as a requirement of the Seller Property Portfolio Financing; provided , however , the MSR Property Management Services expressly excludes the performance of the Sales and Settlement Services that are performed by Altisource or its Affiliates pursuant to the Amendment and Waiver Agreement.

    

3.2 Statement of Work (Acquisition and Sales Support Services - Services Letter Schedule A-5) . Section 2.1 of Exhibit 1 of the Statement of Work (Acquisition and Sales Support Services) is hereby deleted in its entirety and replaced with the following:

“2.1     Acquisition Services . The term “ Acquisition Services ” means those services provided by Altisource, Altisource’s Affiliates, or referral brokers that facilitate Residential in the acquisition of REO properties or other real estate, but excluding the properties that are part of the Seller Property Portfolio during the Waiver Term.”

4.     Waiver .

4.1     Exclusivity Waiver . Provided each Transaction occurs prior to the applicable Transaction Date then: (i) effective only upon the closing of the initial Transaction by Residential of properties contained in the Seller Property Portfolio, (ii) subject to the terms and conditions set forth in this Amendment and Waiver Agreement, (iii) solely with respect to each property contained in the Seller Property Portfolio, for each Transaction and (iv) solely to the extent required as a condition to Residential obtaining the Seller Property Portfolio Financing, Altisource hereby waives the provisions of Section 8.1 of the Agreement; provided , however , such waiver is expressly limited to: (x) only the provision of the MSR Property Management Services solely on the properties contained in the MSR Property Portfolio by Main Street Renewal for the Transactions only pursuant to the applicable MSR Property Portfolio Services Agreement and (y) only being effective during the Waiver Term (the "Exclusivity Waiver"). Subject in each case to the terms and conditions of Section 4.2 below, immediately following the end of the Waiver Term

for the applicable portion of the Seller Property Portfolio, the Exclusivity Waiver expires and is of no further force or effect and all MSR Property Management Services provided by Main Street Renewal with respect to the relevant Seller Property Portfolio assets shall immediately transfer to Altisource and its Affiliates, as applicable, and such Services will then be provided by Altisource pursuant to the terms and conditions of the Collective Agreements. Notwithstanding the preceding sentence, during or at the end of the term of the Seller Property Portfolio Financing, if Residential is able to refinance the Seller Property Portfolio at a materially better interest rate only by and if Residential agrees to retain a property manager other than Altisource as a condition of the materially better interest rate, then the waiver provided by this Section 4.1 may be extended at the election of Residential on a one-time basis, on the same terms as set forth herein. At all times before and during the refinancing, Residential will use its best efforts to assist Altisource in becoming approved by the refinancing lender to become the exclusive property manager of the Seller Property Portfolio. During the initial thirty six month period of the refinancing that Altisource is not the exclusive property manager of the Seller Property Portfolio, Residential will pay to Altisource a monthly fee, no later than the fifth day of each month (in advance), in an amount equal to one-twelfth (1/12) of fifty (50) basis points of the unpaid principle balance of the refinancing loan as of the beginning of such applicable month. To the extent the refinancing period extends beyond thirty six months and Altisource is not the exclusive property manager of the Seller Property Portfolio, Residential will pay to Altisource a monthly fee, no later than the fifth day of each month (in advance), in an amount equal to one-twelfth (1/12) of one hundred (100) basis points of the unpaid principle balance of the refinancing loan as of the beginning of such applicable month. Such election must be made by Residential not later than the termination of the Seller Property Portfolio Financing.

To the extent Main Street Renewal does not internally provide Sales and Settlement Services for the Seller Portfolio Properties and instead outsources to any third party that is not an Affiliate (including any third party contractor) any such Sales and Settlement Services for properties in the Seller Property Portfolio during the Waiver Term, Residential shall cause Main Street Renewal to outsource such Sales and Settlement Services to Altisource or its Affiliates on an exclusive basis.

4.2     Property Management Criteria . Upon the earlier of: (i) six months prior to (A) November 30, 2021 for the Transaction that closes on the Effective Date and (B) with respect to the Additional Properties the end of the five year anniversary of the Transaction Date for the Additional Properties or (ii) immediately upon the end of the Waiver Term with respect to such properties in the Seller Property Portfolio as a result of the occurrence of either items (ii) or (iii) of the definition of Waiver Term, if Residential has knowledge that any future lender to Residential or a securitization underwriter or rating agency to a subsequent securitization of the properties in the Seller Property Portfolio will require that the property manager of the Seller Property Portfolio meet certain criteria and obligations as a property manager under such financing arrangements (the “Property Management Criteria”), Residential shall provide such Property Management Criteria to Altisource and, if applicable, within five (5) business days following any communication by lenders, securitization underwriters, rating agencies or parties providing such financing, inform Altisource in writing if it does not then-currently meet such Property Management Criteria, setting forth in reasonable detail the reasons why Altisource did not meet the Property Management Criteria. Subsequent to receipt of the Property Management Criteria notice from Residential, upon the request of Altisource, Residential shall use commercially reasonable efforts to assist Altisource with its qualification with the Property Management Criteria, and if Altisource is able to demonstrate to the reasonable satisfaction of such lenders, securitization underwriters, rating agencies or parties providing such financing that Altisource has met such Property Management Criteria, then upon the end of the Waiver Term, or, if the Waiver Term has previously expired, all MSR Property Management Services provided by Main Street Renewal with respect to the Seller Property Portfolio shall then promptly and fully transfer to Altisource and its Affiliates, as applicable, and such Services will be provided exclusively by Altisource for the Seller Property Portfolio pursuant to the terms and conditions of the Agreement and any applicable Collective Agreement.

Notwithstanding the foregoing, if at the end of the Waiver Term, Altisource does not, in the commercially reasonable discretion of any future lender(s) to Residential or a securitization underwriter or rating agency for a subsequent securitization in respect to the properties remaining in the Seller Property Portfolio, satisfy the Property Management Criteria, then Residential’s obligation to transfer to Altisource and its Affiliates the performance of the

MSR Property Management Services provided by Main Street Renewal with respect to the Seller Property Portfolio shall be suspended until such time as Altisource is able to demonstrate to the reasonable satisfaction of such future lender, a securitization underwriter or rating agency to a subsequent securitization underwriter, as applicable, that Altisource has materially satisfied such Property Management Criteria, and at that time all MSR Property Management Services provided by Main Street Renewal with respect to the Seller Property Portfolio (or any provider that may be employed by Residential to provide Services for the Seller Property Portfolio following the end of the Waiver Term during the period that Altisource does not satisfy the Property Management Criteria) shall promptly and fully transfer to Altisource and its Affiliates, as applicable, subject to a transition period not to exceed 30 days unless otherwise required by the lender, securitization underwriters or rating agencies, and such Services will be exclusively provided by Altisource pursuant to the terms and conditions of the Agreement and any applicable Collective Agreement.

5.     No Further Waiver . Except for the Exclusivity Waiver granted by Altisource to Residential pursuant to the terms and conditions of Section 4 of this Amendment and Waiver Agreement, the terms and conditions of Section 8.1 remain in full force and effect with respect to all of the Services provided by Altisource pursuant to the Collective Agreements.

6.     Covenants of Residential .

6.1     MSR Property Portfolio Service Agreement . Residential shall not amend or modify the MSR Property Portfolio Service Agreement to extend or otherwise continue its current term or expand the services performed by Main Street Renewal pursuant to the MSR Property Portfolio Services Agreement except to the extent necessary pursuant to the terms of Section 4.2 above, and, upon the termination or expiration of the MSR Property Portfolio Service Agreement, the MSR Property Portfolio Service Agreement shall be of no further force or effect (except for those provisions (including, without limitation, Residential’s rights, obligations, or liabilities that expressly survive the termination or expiration of the MSR Property Portfolio Service Agreement) and Altisource shall be the exclusive provider of all Services (as defined in Section 2.27 of Exhibit 1 to the Agreement) for each property contained in the Seller Property Portfolio. Notwithstanding the foregoing, to the extent that the MSR Property Portfolio Services Agreement is extended as necessary pursuant to the terms of Section 4.2 above, Residential shall only extend the MSR Property Portfolio Services Agreement on terms that allow Residential to terminate the extended MSR Property Portfolio Services Agreement for any reason upon thirty (30) days prior written notice from Residential to Main Street Renewal.

6.2     Seller Property Portfolio Financing . Any refinancing (by any means, form or vehicle), extension, amendment or modification of the Seller Property Portfolio Financing to extend or otherwise continue its current term by Residential shall not extend the Waiver Term except as expressly permitted by Section 4.1. If Residential must refinance the Seller Property Portfolio Financing during the Waiver Term, Residential will use reasonable efforts to remove the obligation of Main Street Renewal to provide the MSR Property Portfolio Services and to the extent such commercially reasonable efforts are unsuccessful, the terms and conditions of Section 4.1 and 4.2 shall continue to apply; provided , however , notwithstanding the foregoing, in no event shall the Waiver Term be extended in any manner by any refinancing of the Seller Property Portfolio Financing after the Waiver Term except as expressly permitted by Section 4.1. Upon the termination or expiration of the Seller Property Portfolio Financing, the Exclusivity Waiver shall be of no further force or effect and Altisource shall be the exclusive provider of all Services for each property contained in the Seller Property Portfolio except as otherwise set forth in this Amendment and Waiver Agreement.

6.3     Right of Altisource to perform the Seller Property Management Services on the Seller Property Portfolio . To the extent that Main Street Renewal (or any of its Affiliates) seeks to outsource to any non-affiliated third party (including any third party contractor) all or a portion of the MSR Property Management Services provided to Residential or Residential’s Affiliates for each and every property

contained in the Seller Property Portfolio (the “Outsourced Services”), Residential shall use its best efforts to cause Main Street Renewal to outsource such MSR Property Management Services to Altisource (or its Affiliates) for any property contained in the Seller Property Portfolio (the “Referral Subject Matter”). For each Referral Subject Matter, Residential shall use best efforts to cause Main Street Renewal to first offer Altisource (including the ability to perform the Outsourced Services through its Affiliates) the opportunity to provide such Outsourced Services by written notice (a “Referral Notice”), setting forth in reasonable detail the terms and conditions of such provision of such Outsourced Services and providing Altisource with sufficient information concerning the Referral Subject Matter, in order for Altisource to make an informed decision as to whether it can offer to provide such Outsourced Services to Residential or its Affiliates in accordance with the MSR Property Portfolio Services Agreement. To the extent Altisource provides such Outsourced Services, Altisource would charge the same then-current fees for such Outsourced Services performed by it or its Affiliates on the Seller Property Portfolio that Altisource or its Affiliates, as applicable, charges for such Outsourced Services on the portfolio that Altisource manages directly for Residential and its Affiliates; provided , however , that in no circumstance shall the fees agreed upon by Residential and Main Street Renewal and payable by Residential under the MSR Property Portfolio Services Agreement increase as a result Altisource’s provision of such Outsourced Services. To the extent Main Street Renewal and Residential determine to use Altisource (or its applicable Affiliates) to provide such Outsourced Services and Altisource or its Affiliates does not have a comparable charge, each of Altisource and Residential shall and Residential shall cause Main Street Renewal to work together in good faith to timely reach an agreement on market pricing for such Outsourced Service. Residential shall use best efforts to not permit Main Street Renewal to outsource to any non-affiliated third party (including any contractor) any Outsourced Services on terms more favorable than those offered to Altisource to perform such Outsourced Services.

6.4     Back-up Property Management Services . Subject to the execution by Altisource of a written agreement to provide back-up property manager services in a form and substance reasonably acceptable to Altisource in its sole discretion, Residential shall and shall use best efforts to cause Sellers to negotiate in good faith a written agreement whereby Altisource shall provide back-up property management services for Main Street Renewal to each Seller, as lender or any underwriter of a securitization for the Seller Property Portfolio Financing.

7.     Further Assurances . Following the Amendment Effective Date, each of the Parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the covenants and transactions contemplated by this Amendment and Waiver Agreement.

8.     Effect of this Amendment and Waiver Agreement . All provisions of the Agreement, except as expressly modified by this Amendment and Waiver Agreement, shall remain in full force and effect and are hereby ratified and confirmed in all respects. This Amendment and Waiver Agreement shall not be deemed, either expressly or implied, to waive, amend or supplement any provision of the Agreement other than as expressly set forth herein. Residential acknowledges that the grant of the Exclusivity Waiver by Altisource in this Amendment and Waiver Agreement, does not mean that it will grant any other waiver or amendment (whether the same or similar nature) and no inference to that effect will be drawn or asserted by Residential.

9.     Counterparts . This Amendment and Waiver Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which so executed shall be deemed an original and, all of which when taken together, shall constitute one and the same Amendment and Waiver Agreement. Delivery of an executed counterpart of the signature page to this Amendment and Waiver Agreement by facsimile or email transmission shall be as effective as delivery of a manually executed counterpart of this Amendment and Waiver Agreement.

10.     Miscellaneous . This Amendment and Waiver Agreement, together with the Collective Agreements contains the entire agreement of the Parties with respect to the subject matter thereof and supersedes all prior

agreements and understandings, oral or written, with respect to such matters. This Amendment and Waiver Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns in accordance with this Amendment and Waiver Agreement. This Amendment and Waiver Agreement and the provisions hereof shall be subject to the following Sections of the Agreement, in each case, mutatis mutandis , as if set forth in this Amendment and Waiver Agreement: 5 (Term); 6 (Termination), except as otherwise set forth herein; 9 (Intellectual Property); 10 (Access; Relationship Executives); 11 (Confidentiality); 12 (Limitation of Liability; Indemnification), except as otherwise set forth herein; 13 (Compliance with Law); 14 (Taxes); 15 (Public Announcements); 16 (Relationship of the Parties); 17 (Force Majeure); 18 (Non-Solicitation); 19 (Dispute Resolution Provisions); 20 (General Contract Provisions), as amended herein.

IN WITNESS WHEREOF, the Parties have executed this Amendment and Waiver Agreement as of the date and year first above written.

ALTISOURCE SOLUTIONS S.À R.L.

By: /s/ William B. Shepro             

Name: William B. Shepro

Title: Manager

ALTISOURCE RESIDENTIAL CORPORATION

By: /s/ Stephen H. Gray             

Name: Stephen H. Gray

Title: Chief Administrative Officer

Exhibit A

Seller Property Portfolio

Attached hereto.