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Luxembourg
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001-34354
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98-0554932
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Exhibit No.
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Description
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Altisource Portfolio Solutions S.A.
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By:
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/s/ Indroneel Chatterjee
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Name:
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Indroneel Chatterjee
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Title:
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Chief Financial Officer
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a.
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Section 20.13 of the Agreement is hereby amended as follows:
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b.
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Section 20.14 of the Agreement is hereby amended as follows:
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i.
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Section 20.14(a) of the Agreement is deleted in its entirety; and
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ii.
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Section 20.14(b) of the Agreement is amended as follows:
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c.
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The following shall be added as a new Section 20.15:
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d.
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Section 2 of Exhibit 1 of the Agreement is amended as follows:
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i.
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To replace the definition of “Change of Control” with the following definition “
CHANGE OF CONTROL
. The term “
Change of Control
” means (i) the consummation of any sale, lease, transfer, conveyance or other disposition by Residential, in a single transaction or series of related transactions, within a twelve (12) month period, of all or substantially all of the assets of Residential and its subsidiaries, taken as a whole, to any other unaffiliated “person” or “group” (for purposes of this definition, as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof) and which is not, immediately after giving effect thereto, a subsidiary of Residential, solely if such sale, lease, transfer or other disposition is made within two (2) years after the occurrence of the circumstances in (ii) or (iii) of this definition ; (ii) any person or group shall have obtained the power (whether or not exercised) to elect a majority of the board of directors of the Corporate Parent; (iii) any person or group is or shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date hereof), directly or indirectly, of
[***]
percent (
[***]
%)or more (on a fully diluted basis) of the combined voting power of the Corporate Parent’s outstanding capital stock; or (iv) the current members of the Corporate Parent’s board of directors as of the date hereof (the “
Incumbent Board
”) shall cease to represent a majority of the directors of the Corporate Parent’s board of directors (provided that any person becoming a director subsequent to the date hereof, whose election, or nomination for election by the Corporate Parent’s shareholders, was approved by a vote of a majority of the directors constituting the Incumbent Board shall be considered as though such person were a member of the Incumbent Board).”
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ii.
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To include the following definition of Retail Property:
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iii.
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To include the following definition of Subject REO Properties:
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e.
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The table set forth in Section 2 of Exhibit 2 of the Agreement is hereby amended as follows:
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i.
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To change the Service Period for Renovation Services (Schedule A-2 to the Services Letter) from “15 years” to “See Section 3.1 below”.
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ii.
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To change the Service Period for Leasing and Property Management Services (Schedule A-7 to the Services Letter) from “15 years” to “See Section 3.1 below”.
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iii.
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To change the Service Period for Asset Management Services (Schedule A-1 to the Services Letter) and Acquisition and Sales Services (Schedule A-5 to the Services Letter) from “15 years” to “until completion of the sale of the Subject REO Properties.”
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iv.
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To change the Service Period for Property Preservation and Inspection Services (Schedule A-3 to the Services Letter) and Valuation Services (Schedule A-4 to the Services Letter from “15 years” to “(a) as to the Subject REO Properties, until completion of the sale of the Subject REO Properties, and (b) as to the Retail Properties, until completion of the sale of the Retail Properties.”
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v.
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To change the Service Period for Insurance Services (Schedule A-6 to the Services Letter) from “15 years” to “four (4) years from the Omnibus Amendment Effective Date”.
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vi.
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To include a reference to the Retail Property Asset Management and Disposition Services (as defined in Schedule A-8 to the Services Letter). The Service Period for the Retail Property Asset Management and Disposition Services shall begin on the Omnibus Amendment Effective Date and expire upon completion of the sale of the Retail Properties.
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f.
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Exhibit 2 of the Agreement is hereby amended to add the following new Section 3:
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g.
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A new Exhibit 3 of the Agreement is hereby added as set forth in Attachment C to this Omnibus Amendment.
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2.
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Amendments to the Services Letter
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a.
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The Asset Management Services SOW (Schedule A-1 to the Services Letter) is hereby amended as follows:
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b.
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The Renovation SOW (Schedule A-2 to the Services Letter) is hereby amended as follows:
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i.
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Section 4.1 (Provision of Renovation Services) is amended and restated as follows:
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ii.
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Section 4.2.1 (Initial Screening Assessment) is deleted in its entirety and replaced with the following:
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iii.
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Section 4.2.2 (Renovation Estimate Assessment) is deleted in its entirety and replaced with the following:
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iv.
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Section 4.2.3 is deleted in its entirety.
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v.
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Section 4.3.2 is hereby deleted in its entirety and replaced with the following:
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vi.
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An incorrectly numbered Section 4.3.2 currently titled “Renovation of Property” is hereby deleted in its entirety and is (a) corrected to have a new section numbering of Section 4.3.3, and (b) replaced with the following:
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vii.
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An incorrectly numbered section heading for Section 4.3.3 currently titled “Management of Change Orders” is hereby amended to be correctly numbered as Section “4.3.4”. All other sequential sub-section numbers in the corrected Section 4.3.4 are also hereby amended to have the root section numbering of 4.3.4.
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viii.
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An incorrectly numbered Section 4.3.4 currently titled “Turnover to Leasing” is hereby amended to be correctly numbered as Section “4.3.5”.
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ix.
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A new Section 4.3.6 is hereby added as follows:
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x.
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Section 7.1 (Controlling Provisions) is amended to replace the word “None” with the following: “As of the Omnibus Amendment Effective Date, (a) the provisions of Section 8.1 (inclusive) shall be deemed to not apply to Residential
in connection with Altisource’s provision of, and Residential’s receipt of, Renovation Services, and (b) the provisions of Section 8.2 of the Agreement
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c.
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The Property Preservation and Inspection Services SOW (Schedule A-3 to the Services Letter) is hereby amended as follows:
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d.
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The Valuation Services SOW (Schedule A-4 to the Services Letter) is hereby amended as follows:
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e.
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The Acquisition and Sales Support SOW (Schedule A-5 to the Services Letter) is hereby amended as follows:
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f.
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The Insurance SOW (Schedule A-6 to the Services Letter) is hereby amended as follows:
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i.
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Section 7.1 (Controlling Provisions) is amended to replace the word “None” with the following: “In addition to Altisource’s obligations set forth in Section 4.10 of the Agreement, as of the Omnibus Amendment Effective Date, Altisource will, at Residential’s request (which request may not be made more than once per calendar year), conduct pricing surveys with participation of Residential in determining the market participants in the pricing survey (the “
Title Insurance Pricing Surveys
”) related to the fees charged for title insurance and closing, escrow and settlement services and Altisource will take such Title Insurance Pricing Surveys into account in determining rates for such services as required under Section 4.10. The out-of-pocket costs for conducting such a survey will be paid
[***]
percent (
[***]
%) by Altisource and
[***]
percent (
[***]
%) by Residential. Residential shall not take any steps to reduce, modify or otherwise amend the structure or terms in effect as of the Omnibus Amendment Effective Date concerning the purchase of title insurance for buyers and credits issued at closing to help cover the costs related to use of Altisource as the provider of closing, escrow and settlement services. Notwithstanding the foregoing, in no event shall Altisource’s fees charged pursuant to Schedule B-6 of the Fee Letter for such title insurance and closing, escrow and settlement service exceed
[***]
% of the prices determined to be market for materially the same services under
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g.
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The Property Management SOW (Schedule A-7 to the Services Letter) is hereby amended as follows:
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i.
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Section 4.3.6 (Manage Unit Turnover) is hereby and replaced with the following: “
4.3.6. UNIT TURNOVERS FOR RENTAL PROPERTIES; HOA PAYMENTS
. All unit turnovers shall be addressed in the Renovation SOW as amended by the Omnibus Amendment. Altisource shall mange the payment of periodic dues to any home owners association (“HOA”) affecting a Rental Property on Residential’s behalf at Residential’s expense during the Property Management Services Amended Service Period. Residential shall forward all notices, bills and other HOA documentation to Altisource to the extent Residential desires that Altisource manage HOA payments.”
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ii.
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Section 7.1 (Controlling Provisions) is amended to replace the word “None” with the following: “As of the Omnibus Amendment Effective Date, (a) the provisions of Section 8.1 (inclusive) shall be deemed to not apply to Residential in connection with Altisouce’s provision of, and Residential’s receipt of, Renovation Services, and (b) the provisions of Section 8.2 of the Agreement shall not apply in connection with Altisouce’s provision of, and Residential’s receipt of, Renovation Services.
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h.
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The Services Letter is hereby amended to include and incorporate the Services set forth in a new Statement of Work (Retail Property Asset Management and Disposition Services) attached hereto as Attachment A and which is added and incorporated into the Services Letter as Schedule A-8.
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3.
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Amendments to the Fee Letter
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a.
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The Renovation Fee Schedule (Schedule B-2 to the Fee Letter) is hereby amended as follows:
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i.
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Section 4.1 of the Renovation Fee Schedule is hereby deleted in its entirety and replaced with the following:
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4.1.1
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Renovation Estimate Assessment for Delayed Rehab Properties and Vacant Acquired Properties
. $
[***]
each.
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4.1.2
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Renovation Estimate Assessment for Turnovers of Rental Properties
.
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a.
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Georgia
. $
[***]
each for any Rental Property located in Georgia.
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b.
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Outside of Georgia.
At cost for each Rental Property not located in Georgia.
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4.1.3
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Property Renovation Services for Delayed Rehab Properties and Vacant Acquired Property
. The amounts set forth in each Final Scope of Work.
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4.1.4
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Property Renovation Services for Turnovers of Rental Property
.
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a.
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Georgia
. The amounts set forth in each Final Scope of Work for each Rental Property located in Georgia.
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b.
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Outside of Georgia
.
[***]
”
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ii.
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Section 4.3 of the Renovation Fee Schedule is hereby deleted in its entirely and replaced with the following:
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b.
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The Property Management Fee Schedule (Schedule B-7 to the Fee Letter) is hereby amended as follows:
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i.
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Section 4.1.4 of the Leasing and Management Fee Schedule is hereby deleted in its entirety to and replaced with the following:
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ii.
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Section 4.1.5 (Unit Turnovers) of the Property Management Fee Schedule is hereby deleted in its entirety and replaced with the following language. “For purposes of clarity Fees for unit turnovers shall be paid as set forth in the Renovation Fee Schedule.”
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iii.
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A new Section 4.1.6 shall be added to the Property Management Fee Schedule that reads as follows: “4.1.6
HOA Bill Payments
. $
[***]
per HOA payment.”
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c.
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The Fee Letter is hereby amended to include and incorporate the Fees for the corresponding Services as set forth in a new Fee Schedule (Retail Property Asset Management and Disposition Services) attached hereto as Attachment B and which is incorporated into the Fee Letter as Schedule B-8.
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1.
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INTEGRATION WITH SERVICES LETTER
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2.
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GOVERNED BY MASTER SERVICES AGREEMENT
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3.
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DEFINED TERMS
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4.
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SERVICES
.
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4.1
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Provision of Retail Property Asset Management and Disposition Services
. Subject to the terms and conditions of the MSA, Altisource shall provide, or cause to be provided to Residential and any of Residential’s Affiliates, the following services in connection with Retail Properties each as further described below:
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(a)
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Agency Services;
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(b)
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Property Management Services;
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(c)
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Valuation Services;
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(d)
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Sales Support Services; and
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(e)
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Insurance Services.
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4.2
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Agency Services
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4.2.1
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Appointment
. Residential hereby appoints Altisource, and Altisource hereby accepts this appointment, as Residential’s duly authorized representative, agent, attorney-in-fact and asset manager, as the context may require, for the purpose of delegating authority to Altisource in order to enable Altisource to perform the Retail Management and Disposition Services in connection with Retail Properties on Residential’s behalf as further described herein.
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4.2.2
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Powers of Attorney
. Upon the written request of Altisource, Residential agrees to execute, or cause to be executed, and furnish to Altisource appropriate powers of attorney and other documents necessary or appropriate to enable Altisource to carry out its duties hereunder.
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4.3
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Property Management Services
. Altisource will manage property conditions and defects for all Retail Properties as follows:
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4.3.1
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Preservation and Repair Services
. Altisource will, at Residential’s cost and on Residential’s behalf, manage the preservation of each Retail Property and the remediation of property conditions and defects to maintain each Retail Property in a clean and marketable condition at the direction of Residential and pursuant to the Delegated Authority Matrix as defined in the Leasing and Property Management SOW as of the
Omnibus Amendment Effective Date.
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4.3.2
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Code Violation Management and Mitigation
. Where code violations exist and Altisource has been provided notice of violations, Altisource will manage the mitigation of such code violations and negotiate code violation fines on behalf of Residential. Residential authorizes to Altisource to expend up to $
[***]
on any item on Residential’s behalf to mitigate any code violation without any further approval from Residential, including paying such amount as a fine, expending such amount in repair work or offering up to such amount as a seller concession to a buyer at closing. Any fine, remediation work item or a seller concession anticipated to exceed $
[***]
shall require Residential’s approval. Notwithstanding the foregoing, if any fine is the result of Altisource’s failure to timely mitigate a violation for which Altisource was aware and could have reasonably cured such violation prior to accruing the fine, then Altisource shall be responsible for payment of such fine.
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4.3.3
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Management of Utilities and HOA
. Altisource will provide utility activation and management for water, gas and electric utilities, and meet service providers where required to activate utilities for vacant property held by Residential. Residential authorizes Altisource to timely pay, on Residential’s behalf, any periodic fees or dues to Home Owners Association (“HOA”) until the sale of the Retail Property is completed. Residential authorizes Altisource to expend on Residential’s behalf up to $
[***]
on any item in connection with any HOA violation or unpaid dues and fees without any further approval from Residential, including paying such amount as a fine, expending such amount on a repair work item or offering up to such amount as a seller concession to a buyer at closing. Any fine, remediation work item or a seller concession anticipated to exceed $
[***]
to resolve an HOA matter shall require Residential’s approval. Notwithstanding the foregoing, if any fine is the result of Altisource’s failure to timely mitigate a violation for which Altisource was aware and could have reasonably cured such violation prior to accruing the fine, then Altisource shall be responsible for payment of such fine.
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4.3.4
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Property Tax Mitigation
. Residential authorizes Altisource to, on Residential’s behalf, pay or otherwise offer a credit to buyer at closing to cover all unpaid taxes and assessments preventing a closing in an amount equal to the lessor of (i) the actual amount of the unpaid taxes and assessments, or (ii)
[***]
percent (
[***]
%) of the
[***]
of such Retail Property without any further approval from Residential. Payments or a seller concession relating to unpaid taxes and assessments in an amount exceeding the actual amounts of
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4.4
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Valuation Services
.
Altisource will provide Valuation Services in connection with Retail Properties pursuant to the Valuation Services SOW only as requested by Residential. Altisource will request that each Referral Listing Agent (as defined below) provide a comparative market analysis or broker price opinion as a basis for Residential’s determination of a list price for such Retail Property.
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4.5
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Sales Support Services
.
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4.5.1
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Assignment of Broker
. For each Retail Property, Altisource or its Affiliate will recommend to Residential a duly licensed real estate agent experienced in the market in which such Retail Property is situated (the “
Referral Listing Agent
”) to list and market the Retail Property. Altisource’s recommendation shall be accompanied by such Referral Listing Agent’s list of homes sold in the subject market in the last 12 months and any other relevant information requested by Residential for evaluating the Referral Listing Agent’s ability. Residential shall have 5 business days to approve or disapprove such Referral Listing Agent. Any failure by Residential to disapprove such Referral Listing Agent within this 5 business day period shall be deemed an approval of such Referral listing Agent. If the Referral Listing Agent is disapproved Altisource shall use commercially reasonable efforts to provide a new recommendation within 5 business days. If Residential approves or is deemed to have approved the Referral Listing Agent, then Residential authorizes Altisource to execute and enter into a listing agreement on Residential’s behalf with each Referral Listing Agent. Notwithstanding the foregoing or anything to the contrary contained herein, Altisource shall not be responsible or held liable for the errors and omissions of any Referral Listing Agent. Residential agrees that the Referral Listing Agent shall be authorized to act as a dual agent or other similar capacity such that the Referral Listing Agent would have obligations to both Residential as the seller and to the buyer of any Retail Property. Residential authorizes Altisource to execute on Residential’s behalf any consents, disclosures or other documents relating to the Referral Listing Agent’s dual agent capacity in accordance with local customs and practice.
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4.5.2
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Listing; Registration
. Altisource will require that the Referral Listing Agent list the property in the local MLS in accordance with MLS guidelines and at a set list price as specified by Residential. Retail Properties shall not be marketed in a time-limited bidding format or otherwise be sold via an auction process or website without Residential’s approval. Additionally, Altisource shall request, and Residential hereby authorizes, that each Referral Listing Agent obtain any property registrations and inspections as required by local and state laws for any Retail Property.
[***]
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4.5.3
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Marketing
. All marketing activities will be handled by the Referral Listing Agent, including, but not limited to:
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(a)
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Arranging advertising and cooperating fully with other brokers;
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(b)
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Placing or using existing access devices on each Retail Property; and
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(c)
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Placing “for sale” signs on each Retail Property.
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4.5.4
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Offers; Market Evaluation
. Altisource shall instruct the Referral Listing Agent to communicate all offers to Altisource from prospective buyers. Altisource shall have the authority to accept on Residential’s behalf any offer which is (i) of at least
[***]
percent (
[***]
%) of the list price, and (ii) complies with local payment customs. During the period that is between the
[***]
and
[***]
day of being listed on the market without an acceptable purchase offer, Altisource may review the offer history and submit a revised marketing strategy to Residential for approval. All list price reductions shall require the approval of Residential.
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4.5.5
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Contracts
. Altisource shall ensure that each Referral Agent is instructed to cause all contracts for the sale of Retail Property to: (a) be prepared using Residential’s preferred form of purchase and sale agreement (PSA) for single-family, residential real property, and (b) identify as Seller the Residential subsidiary holding title to the Property as provided by Residential.
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4.5.6
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Property Condition; Disclosures
. Altisource will communicate to each Referral Listing Agent that each Residential Property has never been owner-occupied by Residential and that Residential is an institutional seller. Altisource will communicate to each Referral Agent that Residential prefers to sell each Retail Property on an “as-is, where-is” basis without any representations or warranties as to the condition of the property, improvements or appurtenances to the extent permissible under applicable laws. Residential shall provide Altisource with all information and documentation required to be disclosed by a seller of any Retail Property in the jurisdiction where each Retail Property is situated. If the Referral Listing Agent requires supplemental information or documentation or seller disclosures to comply with applicable laws, Residential agrees to provide all such information to Altisource and authorizes Altisource to cooperate with Referral Listing Agent to provide the requested information and execute such documentation as appropriate.
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4.5.7
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Earnest Money
. Earnest money will be held by the entity designated in the PSA as providing escrow services in an amount as recommended by the Referral Listing Agent and agreed to in the PSA. Except as may otherwise be required by applicable law, each sales contract will provide that in the event of default by purchaser, earnest money will be forfeited in full and the entire amount paid to Residential immediately upon demand.
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4.5.8
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Document Management and Closing
. Altisource will coordinate with the title company, settlement agent and Referral Agent assigned to each closing to facilitate Residential’s receipt and review of all closing documents at Residential’s direction. Residential acknowledges and agrees that it shall solely be responsible for the review, accuracy, execution and delivery of all closing documents, including the deed, settlement statement, FIRPTA, owner’s affidavit, release, assignment, bill of sale and any other documents required by the settlement agent and title company to close on the sale of a Retail Property pursuant to the terms of the applicable PSA.
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4.6
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Insurance Services and Settlement Services
. If any PSA permits Residential to choose a title insurance or settlement services provider, then Residential shall designate Altisource’s licensed Affiliate for such services. Altisource shall provide such services, to the extent applicable to a Retail Property, in accordance with the Insurance SOW.
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5.
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FEES
.
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6.
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SPECIAL PROVISIONS
.
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7.
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INTERPRETATION
.
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7.1.
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CONTROLLING PROVISIONS
. Notwithstanding anything set forth in the MSA to the contrary, the Parties agree that the following provisions shall, in connection with the Services provided pursuant to this SOW, either are (i) in addition to the terms of the MSA; or (ii) to the extent that this SOW is inconsistent with the terms of the MSA, then the terms of the MSA shall control to the extent of any conflict, unless noted below:
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8.
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COUNTERPARTS, ELECTRONIC SIGNATURES
.
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RESIDENTIAL:
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ALTISOURCE:
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FRONT YARD RESIDENTIAL CORPORATION
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ALTISOURCE S.À R.L.
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By:
/s/Stephen H. Gray
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By:
/s/Indroneel Chatterjee
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Name: Stephen H. Gray
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Name: Indroneel Chatterjee
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Title: Chief Administrative Officer
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Title: Manager
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Date: August 8, 2018
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Date: August 8, 2018
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1.
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INTEGRATION WITH SOW
.
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2.
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DEFINITIONS
.
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2.1.
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AGENCY SERVICES
. The term “Agency Services” means those Services described in Section 4.2 of the SOW.
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2.2.
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INSURANCE SERVICES
. The term “Insurance Services” means those Services described in Section 4.6 of the SOW.
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2.3.
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INSURANCE SOW
. The term “Insurance SOW” means that certain Statement of Work (Insurance Services), dated as of December 21, 2012, by and between Altisource and Residential, which is attached to the Services Letter as Schedule A-6, as such Insurance SOW has been amended under the Omnibus Amendment Agreement, the terms of which will be deemed to survive and continue in full force and effect if the such Statement of Work (Insurance Services) has otherwise been previously terminated, but in such case solely as to this SOW and only for so long as necessary to effect the purposes of and provision of services pursuant to this SOW.
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2.4.
|
LEASING AND PROPERTY MANAGEMENT SOW
. The term “Leasing and Property Management SOW” means that certain Statement of Work (Leasing and Property Management Services) dated as of December 21, 2012, by and between Altisource and Residential, which is attached to the Services Letter as Schedule A-7, as such Leasing and Property Management SOW has been amended under the Omnibus Amendment Agreement, the terms of which will be deemed to survive and continue in full force and effect if the such Statement of Work (Leasing and Property Management Services) has otherwise been previously terminated, but in such case solely as to this SOW and only for so long as necessary to effect the purposes of and provision of services pursuant to this SOW.
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2.5.
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MLS
. The term “MLS” means Multiple Listing Service.
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2.6.
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MSA
. The term “MSA” has the meaning set forth in Section 2 of the SOW.
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2.7.
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PROPERTY MANAGEMENT SERVICES
. The term “Property Management Services” means those Services described in Section 4.3 of the SOW.
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2.8.
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RENTAL PROPERTY
. The term “Rental Property” means the real property owned by Residential that is active in Residential’s rental property program and indicated by an active status in the Propertyware system.
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2.9.
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RETAIL PROPERTY
. The term “Retail Property” means the real property owned by Residential which (a) is removed from Residential’s rental property program and designated by Residential for sale in a non-auction format to the general public, and (b) is currently vacant and Altisource has completed its unit turnover work pursuant to Section 4.3.6 of the Leasing and Property Management SOW as set forth on Schedule 1 hereto.
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2.10.
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RETAIL PROPERTY ASSET MANAGEMENT AND DISPOSITION SERVICES
. The term “Retail Property Asset Management and Disposition Services” means those services provided by Altisource to
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2.11.
|
SALES SUPPORT SERVICES
. The term “Sales Support Services” means those Services described in Section 4.6 of the SOW.
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2.12.
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SERVICES LETTER
. The term “Services Letter” has the meaning set forth in Section 1 of the SOW.
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2.13.
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VALUATION SERVICES
. The term “Valuation Services” means those Services described in the Valuation SOW.
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2.14.
|
VALUATION SOW
. The term “Valuation SOW” means that certain Statement of Work (Valuation Services), dated as of December 21, 2012, by and between Altisource and Residential, which is attached to the Services Letter as Schedule A-4, as such Valuation SOW has been amended under the Omnibus Amendment Agreement, the terms of which will be deemed to survive and continue in full force and effect if the such Statement of Work (Valuation Services) has otherwise been previously terminated, but in such case solely as to this SOW and only for so long as necessary to effect the purposes of and provision of services pursuant to this SOW.
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RESIDENTIAL:
|
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ALTISOURCE:
|
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FRONT YARD RESIDENTIAL CORPORATION
|
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ALTISOURCE S.À R.L.
|
|
|
|
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|
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By:
/s/Stephen H. Gray
|
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By:
/s/Indroneel Chatterjee
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Name: Stephen H. Gray
|
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Name: Indroneel Chatterjee
|
Title: Chief Administrative Officer
|
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Title: Manager
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Date: August 8, 2018
|
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Date: August 8, 2018
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(a)
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“
Lockup Period
” means the period of time between the Agreement Effective Date and December 31, 2018.
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(b)
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“
Quarterly Shares
” means, at a given time, the lesser of (a) one million thirty-six thousand one hundred one (1,036,101) shares from the Current Shares and (b) the number of Current Shares that Altisource holds at such time.
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(i)
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For the Lockup Period, Altisource shall not be initially permitted to sell any of the Current Shares (the “
Initial Restrictions
”);
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(ii)
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Upon expiration of the Lockup Period, the Initial Restrictions shall be removed as to a number of shares from the Current Shares equal to the Quarterly Shares (the “
First Quarter Shares
”);
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(iii)
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Ninety (90) days following the expiration of the Lockup Period (the “
Second Quarter Start
”), the Initial Restrictions shall be removed as to an additional number of Quarterly Shares from the Current Shares, less fifty percent (50%) of the number of First Quarter Shares that Altisource has not sold as of the Second Quarter Start (the “
Second Quarter Shares
”);
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(iv)
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Ninety (90) days following the Second Quarter Start (the “
Third Quarter Start
”), the Initial Restrictions shall be removed as to an additional number of Quarterly Shares from the Current Shares, less fifty percent (50%) of the sum of the number of First Quarter Shares that Altisource has not sold and 50% of the number of Second Quarter Shares that Altisource has not sold, as of the Third Quarter Start (the “
Third Quarter Shares
”);
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(v)
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Ninety (90) days following the Third Quarter Start (the “
Fourth Quarter Start
”), the Initial Restrictions shall be removed as to an additional number of Quarterly Shares from the Current Shares, less fifty percent (50%) of the sum of the number of First Quarter Shares that Altisource has not sold, the 50% of the number of Second Quarter Shares that Altisource has not sold and 50% of the number of Third Quarter Shares that Altisource has not sold, as of the Third Quarter Start;
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(vi)
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Ninety (90) days following the Fourth Quarter Start (the “
Unrestricted Period Start
”), the Initial Restrictions shall be removed as to all remaining Current Shares; for the avoidance of doubt, commencing on the Unrestricted Period Start, this Exhibit 3 shall not Restrict Altisource in any way from selling any of the Current Shares.
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(i)
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Altisource believes in good faith that Altisource’s (or its affiliates’) liquidity should be increased and that such sale of shares is reasonably necessary to achieve such increase;
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(ii)
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Altisource uses the proceeds of such sale to finance an acquisition of the assets, equity or other similar right in a third party or a similar strategic acquisition transaction;
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(iii)
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Altisource conducts such sale as a privately negotiated block transaction with an unrelated third party or similar transaction; or
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(iv)
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Residential is the subject of a tender offer that would be reasonably likely to result in a Change of Control if effectuated or undergoes a Change of Control.
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FOR IMMEDIATE RELEASE
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FOR FURTHER INFORMATION CONTACT:
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Indroneel Chatterjee
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Chief Financial Officer
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T: +352 2469 7988
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E: Indroneel.Chatterjee@altisource.com
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•
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Front Yard will make an upfront payment of $15 million to Altisource with an additional $3 million to be paid upon the earlier of (1) five years, or (2) a Change of Control of Front Yard.
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Altisource will continue to provide the following services to Front Yard on an exclusive basis:
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Title insurance and escrow services for a period of four years;
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•
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Auction, real estate brokerage, and preservation services on Front Yard’s remaining legacy REO portfolio; and
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•
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Asset Management services on approximately 150 rental assets identified by Front Yard for disposition.
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•
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Altisource will support the transition of property management services to Front Yard’s internal property manager until December 31, 2018, which may be extended by up to 90 days.
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Altisource will be restricted from selling its shares in Front Yard until December 31, 2018. Thereafter, Altisource will be permitted to sell in accordance with the share disposition schedule described in the Omnibus Amendment. Notwithstanding these restrictions, Altisource is permitted to sell shares under certain circumstances, including (a) to meet liquidity requirements, (b) to finance acquisitions, (c) for block transactions, or (d) a Change of Control of Front Yard.
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