New Residential Investment Corp. (Form: 10-Q, Received: 11/01/2017 16:55:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________to________________

Commission File Number: 001-35777

New Residential Investment Corp.

(Exact name of registrant as specified in its charter)



Delaware		45-3449660
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, New York, NY		10105
(Address of principal executive offices)		(Zip Code)

(212) 798-3150

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company)

Smaller reporting company ¨ Emerging growth company ¨

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.

Common stock, $0.01 par value per share: 307,361,309 shares outstanding as of October 26, 2017 .

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Such forward-looking statements relate to, among other things, the operating performance of our investments, the stability of our earnings, our financing needs and the size and attractiveness of market opportunities. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain projections of results of operations, cash flows or financial condition or state other forward-looking information. Our ability to predict results or the actual outcome of future plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from forecasted results. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:


•	reductions in cash flows received from our investments;


•	the quality and size of the investment pipeline and our ability to take advantage of investment opportunities at attractive risk-adjusted prices;


•	Servicer advances may not be recoverable or may take longer to recover than we expect, which could cause us to fail to achieve our targeted return on our investment in Servicer Advance Investments and servicer advances receivable;


•	our ability to deploy capital accretively and the timing of such deployment;


•	our counterparty concentration and default risks in Nationstar, Ocwen, OneMain, Ditech, PHH and other third parties;


•	events, conditions or actions that might occur at Nationstar, Ocwen, OneMain, Ditech, PHH and other third parties, as well as the continued effect of previously disclosed events;


•	a lack of liquidity surrounding our investments, which could impede our ability to vary our portfolio in an appropriate manner;


•	the impact that risks associated with subprime mortgage loans and consumer loans, as well as deficiencies in servicing and foreclosure practices, may have on the value of our MSRs, Excess MSRs, Servicer Advance Investments, RMBS, residential mortgage loan and consumer loan portfolios;


•	the risks that default and recovery rates on our MSRs, Excess MSRs, Servicer Advance Investments, RMBS, residential mortgage loans and consumer loans deteriorate compared to our underwriting estimates;


•	changes in prepayment rates on the loans underlying certain of our assets, including, but not limited to, our MSRs or Excess MSRs;


•	the risk that projected recapture rates on the loan pools underlying our MSRs or Excess MSRs are not achieved;


•	the relationship between yields on assets which are paid off and yields on assets in which such monies can be reinvested;


•	the relative spreads between the yield on the assets in which we invest and the cost of financing;


•	changes in economic conditions generally and the real estate and bond markets specifically;


•	adverse changes in the financing markets we access affecting our ability to finance our investments on attractive terms, or at all;


•	changing risk assessments by lenders that potentially lead to increased margin calls, not extending our repurchase agreements or other financings in accordance with their current terms or not entering into new financings with us;


•	changes in interest rates and/or credit spreads, as well as the success of any hedging strategy we may undertake in relation to such changes;


•	impairments in the value of the collateral underlying our investments and the relation of any such impairments to our judgments as to whether changes in the market value of our securities or loans are temporary or not and whether circumstances bearing on the value of such assets warrant changes in carrying values;


•	the availability and terms of capital for future investments;


•	competition within the finance and real estate industries;


•	the legislative/regulatory environment, including, but not limited to, the impact of the Dodd-Frank Act, U.S. government programs intended to grow the economy, potential tax reform, the federal conservatorship of Fannie Mae and Freddie Mac and legislation that permits modification of the terms of residential mortgage loans;


•	our ability to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and the potentially onerous consequences that any failure to maintain such qualification would have on our business;


•	our ability to maintain our exclusion from registration under the Investment Company Act of 1940 (the “1940 Act”) and the fact that maintaining such exclusion imposes limits on our operations;


•	the risks related to HLSS liabilities that we have assumed;


•	the impact of current or future legal proceedings and regulatory investigations and inquiries;


•	the impact of any material transactions with FIG LLC (the “Manager”) or one of its affiliates, including the impact of any actual, potential or perceived conflicts of interest;


•	effects of the pending merger of Fortress Investment Group LLC with affiliates of SoftBank Group Corp.; and


•	the risk that GSE or other regulatory initiatives or actions may adversely affect returns from investments in MSRs and Excess MSRs.

We also direct readers to other risks and uncertainties referenced in this report, including those set forth under “Risk Factors.” We caution that you should not place undue reliance on any of our forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Except as required by law, we are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of new information, future events or otherwise.

SPECIAL NOTE REGARDING EXHIBITS

In reviewing the agreements included as exhibits to this Quarterly Report on Form 10-Q, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about New Residential Investment Corp. (the “Company,” “New Residential” or “we,” “our” and “us”) or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:


•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements proved to be inaccurate;


•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;


•	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and


•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Quarterly Report on Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov .

The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.

NEW RESIDENTIAL INVESTMENT CORP.

FORM 10-Q

INDEX



	PAGE
Part I. Financial Information

Item 1. Financial Statements	1

Condensed Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016	1

Condensed Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2017 and 2016	3

Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2017 and 2016	4

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the nine months ended September 30, 2017	5

Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2017 and 2016	6

Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Note 1. Organization and Basis of Presentation	9

Note 2. Other Income, Assets and Liabilities	11

Note 3. Segment Reporting	12

Note 4. Investments in Excess Mortgage Servicing Rights	15

Note 5. Investments in Mortgage Servicing Rights and Mortgage Servicing Rights Financing Receivable	18

Note 6. Servicer Advance Investments	25

Note 7. Investments in Real Estate Securities	29

Note 8. Investments in Residential Mortgage Loans	33

Note 9. Investments in Consumer Loans	38

Note 10. Derivatives	45

Note 11. Debt Obligations	46

Note 12. Fair Value Measurement	49

Note 13. Equity and Earnings Per Share	55

Note 14. Commitments and Contingencies	56

Note 15. Transactions with Affiliates and Affiliated Entities	58

Note 16. Reclassification from Accumulated Other Comprehensive Income into Net Income	60

Note 17. Income Taxes	60

Note 18. Subsequent Events	61

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	62

General	62

Market Considerations	62

Our Portfolio	64

Application of Critical Accounting Policies	76

Recent Accounting Pronouncements	76



Results of Operations	77

Liquidity and Capital Resources	85

Interest Rate, Credit and Spread Risk	91

Off-Balance Sheet Arrangements	92

Contractual Obligations	92

Inflation	92

Core Earnings	92

Item 3. Quantitative and Qualitative Disclosures About Market Risk	96

Item 4. Controls and Procedures	105

Part II. Other Information

Item 1. Legal Proceedings	106

Item 1A. Risk Factors	107

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	158

Item 3. Defaults Upon Senior Securities	158

Item 4. Mine Safety Disclosures	158

Item 5. Other Information	158

Item 6. Exhibits	159

Signatures	165

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)



	September 30, 2017		December 31, 2016
	(Unaudited)
Assets
Investments in:
Excess mortgage servicing rights, at fair value	$	1,178,308	$	1,399,455
Excess mortgage servicing rights, equity method investees, at fair value	175,633		194,788
Mortgage servicing rights, at fair value	1,702,749		659,483
Mortgage servicing rights financing receivable, at fair value	607,396		—
Servicer advance investments, at fair value ^(A)	4,044,802		5,706,593
Real estate securities, available-for-sale	6,714,846		5,073,858
Residential mortgage loans, held-for-investment	702,227		190,761
Residential mortgage loans, held-for-sale ^(A)	1,426,751		696,665
Real estate owned	107,281		59,591
Consumer loans, held-for-investment ^(A)	1,467,933		1,799,486
Consumer loans, equity method investees	46,322		—
Cash and cash equivalents ^(A)	279,760		290,602
Restricted cash	152,047		163,095
Servicer advances receivable	657,255		81,582
Trades receivable	1,785,708		1,687,788
Deferred tax asset, net	32,440		151,284
Other assets	323,375		244,498
	$	21,404,833	$	18,399,529

Liabilities and Equity

Liabilities
Repurchase agreements	$	7,848,028	$	5,190,631
Notes and bonds payable ^(A)	7,236,967		7,990,605
Trades payable	1,076,086		1,381,968
Due to affiliates	79,624		47,348
Dividends payable	153,681		115,356
Accrued expenses and other liabilities	331,243		205,444
	16,725,629		14,931,352

Commitments and Contingencies

Equity
Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 307,361,309 and 250,773,117 issued and outstanding at September 30, 2017 and December 31, 2016, respectively	3,074		2,507
Additional paid-in capital	3,760,372		2,920,730
Retained earnings	424,854		210,500
Accumulated other comprehensive income (loss)	383,312		126,363
Total New Residential stockholders’ equity	4,571,612		3,260,100
Noncontrolling interests in equity of consolidated subsidiaries	107,592		208,077
Total Equity	4,679,204		3,468,177
	$	21,404,833	$	18,399,529

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED

(dollars in thousands)

(A)

New Residential’s Condensed Consolidated Balance Sheets include the assets and liabilities of certain consolidated VIEs, the Buyer (Note 6), the RPL Borrowers (Note 8), and the Consumer Loan SPVs (Note 9), which primarily hold investments in Servicer Advance Investments, residential mortgage loans, and consumer loans, respectively, financed with notes and bonds payable. The balance sheets of the Buyer, the RPL Borrowers and the Consumer Loan SPVs are included in Notes 6, 8 and 9, respectively. The creditors of the Buyer, the RPL Borrowers, and the Consumer Loan SPVs do not have recourse to the general credit of New Residential and the assets of the Buyer, the RPL Borrowers, and the Consumer Loan SPVs are not directly available to satisfy New Residential’s obligations.

See notes to condensed consolidated financial statements.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(dollars in thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Interest income	$	397,722		$	282,388		$	1,162,212		$	749,901
Interest expense	125,278			96,488			338,664			278,401
Net Interest Income	272,444			185,900			823,548			471,500

Impairment
Other-than-temporary impairment (OTTI) on securities	1,509			1,765			8,736			7,838
Valuation and loss provision on loans and real estate owned	26,700			18,275			65,381			41,845
	28,209			20,040			74,117			49,683

Net interest income after impairment	244,235			165,860			749,431			421,817
Servicing revenue, net	58,014			—			269,467			—
Other Income
Change in fair value of investments in excess mortgage servicing rights	(14,291		)	(17,060		)	(32,650		)	(24,397		)
Change in fair value of investments in excess mortgage servicing rights, equity method investees	2,054			6,261			6,056			8,608
Change in fair value of investments in mortgage servicing rights financing receivable	70,232			—			75,828			—
Change in fair value of servicer advance investments	10,941			21,606			70,469			4,328
Gain on consumer loans investment	—			—			—			9,943
Gain on remeasurement of consumer loans investment	—			—			—			71,250
Gain (loss) on settlement of investments, net	1,553			(11,165		)	1,250			(37,682		)
Earnings from investments in consumer loans, equity method investees	6,769			—			12,649			—
Other income (loss), net	9,887			27,059			7,696			6,850
	87,145			26,701			141,298			38,900

Operating Expenses
General and administrative expenses	19,919			8,777			47,788			28,082
Management fee to affiliate	14,187			10,536			41,447			30,552
Incentive compensation to affiliate	19,491			7,075			72,123			13,200
Loan servicing expense	13,690			14,187			40,068			30,037
Subservicing expense	49,773			—			123,435			—
	117,060			40,575			324,861			101,871

Income Before Income Taxes	272,334			151,986			835,335			358,846
Income tax expense (benefit)	32,613			20,900			121,053			18,195
Net Income	$	239,721		$	131,086		$	714,282		$	340,651
Noncontrolling interests in Income of Consolidated Subsidiaries	$	13,600		$	32,178		$	45,051		$	61,355
Net Income Attributable to Common Stockholders	$	226,121		$	98,908		$	669,231		$	279,296

Net Income Per Share of Common Stock
Basic	$	0.74		$	0.41		$	2.23		$	1.19
Diluted	$	0.73		$	0.41		$	2.21		$	1.19

Weighted Average Number of Shares of Common Stock Outstanding
Basic	307,361,309			240,601,691			300,511,550			233,875,067
Diluted	309,207,345			241,099,381			302,357,147			234,184,611

Dividends Declared per Share of Common Stock	$	0.50		$	0.46		$	1.48		$	1.38

See notes to condensed consolidated financial statements.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollars in thousands)



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017			2016
Comprehensive income (loss), net of tax
Net income	$	239,721		$	131,086	$	714,282		$	340,651
Other comprehensive income (loss)
Net unrealized gain (loss) on securities	75,845			52,138		277,805			108,679
Reclassification of net realized (gain) loss on securities into earnings	(5,833		)	2,444		(20,856		)	(7,234		)
	70,012			54,582		256,949			101,445
Total comprehensive income	$	309,733		$	185,668	$	971,231		$	442,096
Comprehensive income attributable to noncontrolling interests	$	13,600		$	32,178	$	45,051		$	61,355
Comprehensive income attributable to common stockholders	$	296,133		$	153,490	$	926,180		$	380,741

See notes to condensed consolidated financial statements.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(dollars in thousands)



	Common Stock
	Shares	Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Total New Residential Stockholders’ Equity			Noncontrolling Interests in Equity of Consolidated Subsidiaries			Total Equity
Equity - December 31, 2016	250,773,117	$	2,507	$	2,920,730		$	210,500		$	126,363		$	3,260,100		$	208,077		$	3,468,177
Dividends declared	—	—		—			(454,877		)	—			(454,877		)	—			(454,877		)
Capital contributions	—	—		—			—			—			—			—			—
Capital distributions	—	—		—			—			—			—			(70,493		)	(70,493		)
Issuance of common stock	56,545,787	566		833,963			—			—			834,529			—			834,529
Purchase of noncontrolling interests in the Buyer	—	—		9,183			—			—			9,183			(75,043		)	(65,860		)
Other dilution	—	—		(4,202		)	—			—			(4,202		)	—			(4,202		)
Director share grants	42,405	1		698			—			—			699			—			699
Comprehensive income (loss)
Net income (loss)	—	—		—			669,231			—			669,231			45,051			714,282
Net unrealized gain (loss) on securities	—	—		—			—			277,805			277,805			—			277,805
Reclassification of net realized (gain) loss on securities into earnings	—	—		—			—			(20,856		)	(20,856		)	—			(20,856		)
Total comprehensive income (loss)													926,180			45,051			971,231
Equity - September 30, 2017	307,361,309	$	3,074	$	3,760,372		$	424,854		$	383,312		$	4,571,612		$	107,592		$	4,679,204

See notes to condensed consolidated financial statements.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)



	Nine Months Ended September 30,
	2017			2016
Cash Flows From Operating Activities
Net income	$	714,282		$	340,651
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Change in fair value of investments in excess mortgage servicing rights	32,650			24,397
Change in fair value of investments in excess mortgage servicing rights, equity method investees	(6,056		)	(8,608		)
Change in fair value of investments in mortgage servicing rights financing receivable	(75,828		)	—
Change in fair value of servicer advance investments	(70,469		)	(4,328		)
(Gain) / loss on remeasurement of consumer loans investment	—			(71,250		)
(Gain) / loss on settlement of investments (net)	(1,250		)	37,682
Earnings from investments in consumer loans, equity method investees	(12,649		)	—
Unrealized (gain) / loss on derivative instruments	124			15,112
Unrealized (gain) / loss on other ABS	(340		)	226
(Gain) / loss on transfer of loans to REO	(16,791		)	(14,660		)
(Gain) / loss on transfer of loans to other assets	(359		)	(3,021		)
(Gain) / loss on Excess MSR recapture agreements	(1,948		)	(2,188		)
(Gain) / loss on Ocwen common stock	(6,987		)	—
Accretion and other amortization	(811,922		)	(514,522		)
Other-than-temporary impairment	8,736			7,838
Valuation and loss provision on loans and real estate owned	65,381			41,845
Non-cash portions of servicing revenue, net	81,986			—
Non-cash directors’ compensation	699			300
Deferred tax provision	114,016			12,998
Changes in:
Servicer advances receivable	(7,774		)	—
Other assets	(35,799		)	191,939
Due to affiliates	32,276			(5,175		)
Accrued expenses and other liabilities	48,442			12,136
Other operating cash flows:
Interest received from excess mortgage servicing rights	53,067			119,386
Interest received from servicer advance investments	136,431			132,758
Interest received from Non-Agency RMBS	170,931			73,108
Interest received from residential mortgage loans, held-for-investment	5,906			2,815
Interest received from PCD consumer loans, held-for-investment	40,762			34,265
Distributions of earnings from investments in excess mortgage servicing rights, equity method investees	11,054			18,025
Distributions of earnings from investments in consumer loans, equity method investees	4,291			—
Purchases of residential mortgage loans, held-for-sale	(4,146,740		)	(788,824		)
Proceeds from sales of purchased residential mortgage loans, held-for-sale	2,986,992			802,110
Principal repayments from purchased residential mortgage loans, held-for-sale	69,069			52,805
Net cash provided by (used in) operating activities	(617,817		)	507,820

Continued on next page.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), CONTINUED

(dollars in thousands)



	Nine Months Ended September 30,
	2017		2016
Cash Flows From Investing Activities
Acquisition of investments in excess mortgage servicing rights	—		(2,022	)
SpringCastle Transaction, net of cash acquired	—		(49,943	)
Restricted cash acquired from SpringCastle Transaction	—		74,603
Purchase of servicer advance investments	(9,328,137	)	(11,588,537	)
Purchase of MSRs, MSR Financing Receivables and servicer advances receivable	(1,586,063	)	—
Purchase of Agency RMBS	(6,352,488	)	(4,763,374	)
Purchase of Non-Agency RMBS	(2,070,898	)	(2,154,890	)
Purchase of residential mortgage loans	(585,983	)	(319	)
Purchase of derivatives	—		(4,457	)
Purchase of real estate owned and other assets	(25,667	)	(10,936	)
Purchase of investment in consumer loans, equity method investees	(344,902	)	(92,069	)
Draws on revolving consumer loans	(41,930	)	(33,137	)
Payments for settlement of derivatives	(146,898	)	(73,570	)
Return of investments in excess mortgage servicing rights	142,626		142,718
Return of investments in excess mortgage servicing rights, equity method investees	14,157		11,900
Return of investments in consumer loans, equity method investees	276,601		—
Principal repayments from servicer advance investments	10,898,739		13,101,409
Principal repayments from Agency RMBS	76,744		67,738
Principal repayments from Non-Agency RMBS	615,657		364,310
Principal repayments from residential mortgage loans	59,673		31,092
Principal repayments from consumer loans	312,132		199,022
Proceeds from sale of Agency RMBS	6,205,573		4,774,116
Proceeds from sale of Non-Agency RMBS	166,460		95,683
Proceeds from settlement of derivatives	81,505		9,642
Proceeds from sale of real estate owned	63,476		51,941
Net cash provided by (used in) investing activities	(1,569,623	)	150,920

Continued on next page.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), CONTINUED

(dollars in thousands)



	Nine Months Ended September 30,
	2017			2016
Cash Flows From Financing Activities
Repayments of repurchase agreements	(34,057,218		)	(21,179,260		)
Margin deposits under repurchase agreements and derivatives	(820,678		)	(274,645		)
Repayments of notes and bonds payable	(7,323,512		)	(6,786,408		)
Payment of deferred financing fees	(5,702		)	(19,922		)
Common stock dividends paid	(416,552		)	(318,060		)
Borrowings under repurchase agreements	36,713,743			22,065,713
Return of margin deposits under repurchase agreements and derivatives	815,903			276,634
Borrowings under notes and bonds payable	6,561,390			5,568,875
Issuance of common stock	835,465			279,600
Costs related to issuance of common stock	(936		)	(825		)
Noncontrolling interest in equity of consolidated subsidiaries - contributions	—			—
Noncontrolling interest in equity of consolidated subsidiaries - distributions	(70,493		)	(73,279		)
Purchase of noncontrolling interests in the Buyer	(65,860		)	—
Net cash provided by (used in) financing activities	2,165,550			(461,577		)

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash	(21,890		)	197,163

Cash, Cash Equivalents, and Restricted Cash, Beginning of Period	453,697			344,638

Cash, Cash Equivalents, and Restricted Cash, End of Period	$	431,807		$	541,801

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	$	320,804		$	265,114
Cash paid during the period for income taxes	4,956			943

Supplemental Schedule of Non-Cash Investing and Financing Activities
Dividends declared but not paid	$	153,681		$	115,356
Purchase of Agency and Non-Agency RMBS, settled after quarter end	1,076,086			1,296,296
Sale of investments, primarily Agency RMBS, settled after quarter end	1,785,708			1,530,726
Transfer from residential mortgage loans to real estate owned and other assets	105,750			218,467
Non-cash distributions from Consumer Loan Companies	—			25
Non-cash distributions from LoanCo	30,337			—
MSR purchase price holdback	79,045			—
Real estate securities retained from loan securitizations	310,579			122,585
Remeasurement of Consumer Loan Companies noncontrolling interest	—			110,438
Transfer of loans from held-for-investment to held-for sale	23,080			316,199
Ocwen transaction (Note 5) - excess mortgage servicing rights	71,982			—
Ocwen transaction (Note 5) - servicer advance investments	481,220			—

See notes to condensed consolidated financial statements.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


1.	ORGANIZATION AND BASIS OF PRESENTATION

New Residential Investment Corp. (together with its subsidiaries, “New Residential”) is a Delaware corporation that was formed as a limited liability company in September 2011 for the purpose of making real estate related investments and commenced operations on December 8, 2011. On December 20, 2012, New Residential was converted to a corporation. Drive Shack Inc. (“Drive Shack”), formerly Newcastle Investment Corp., was the sole stockholder of New Residential until the spin-off, which was completed on May 15, 2013. Following the spin-off, New Residential is an independent publicly traded real estate investment trust (“REIT”) primarily focused on investing in residential mortgage related assets. New Residential is listed on the New York Stock Exchange (“NYSE”) under the symbol “NRZ.”

New Residential has elected and intends to qualify to be taxed as a REIT for U.S. federal income tax purposes. As such, New Residential will generally not be subject to U.S. federal corporate income tax on that portion of its net income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements. See Note 17 regarding New Residential’s taxable REIT subsidiaries.

New Residential has entered into a management agreement (the “Management Agreement”) with FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC (“Fortress”), pursuant to which the Manager provides a management team and other professionals who are responsible for implementing New Residential’s business strategy, subject to the supervision of New Residential’s board of directors. For its services, the Manager is entitled to management fees and incentive compensation, both defined in, and in accordance with the terms of, the Management Agreement. The Manager also manages Drive Shack, investment funds that indirectly own a majority of the outstanding interests in Nationstar Mortgage LLC (“Nationstar”), a leading residential mortgage servicer, and investment funds that own a majority of the outstanding common stock of OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.) (together with its subsidiaries, “OneMain”), former managing member of the Consumer Loan Companies (Note 9).

As of September 30, 2017 , New Residential conducted its business through the following segments: (i) investments in excess mortgage servicing rights (“Excess MSRs”), (ii) investments in mortgage servicing rights (“MSRs”), (iii) Servicer Advance Investments (including the basic fee component of the related MSRs), (iv) investments in real estate securities, (v) investments in residential mortgage loans, (vi) investments in consumer loans and (vii) corporate.

Approximately 2.4 million shares of New Residential’s common stock were held by Fortress, through its affiliates, and its principals as of September 30, 2017 . In addition, Fortress, through its affiliates, held options relating to approximately 16.1 million shares of New Residential’s common stock as of September 30, 2017 .

Interim Financial Statements

The accompanying condensed consolidated financial statements and related notes of New Residential have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in financial statements prepared under U.S. generally accepted accounting principles have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of New Residential’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with New Residential’s consolidated financial statements for the year ended December 31, 2016 and notes thereto included in New Residential’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein, and not otherwise defined, are defined in New Residential’s consolidated financial statements for the year ended December 31, 2016 .

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenues from Contracts with Customers (Topic 606) . The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In effect, companies will be required to exercise further judgment and make more estimates prospectively. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU No. 2014-09 is effective for New Residential in the first quarter of 2018. Early adoption is only permitted after December 31, 2016. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in ASU No. 2014-09. New Residential has evaluated the new guidance and determined that interest income, gains and losses on financial instruments and income from servicing residential mortgage loans are outside the scope of ASC No. 606. For income from servicing residential mortgage loans, New Residential considered that the FASB Transition Resource Group members generally agreed that an entity should look to ASC No. 860, Transfers and Servicing, to determine the appropriate accounting for these fees and ASC No. 606 contains a scope exception for contracts that fall under ASC No. 860. As a result, New Residential does not expect the adoption of ASU No. 2014-09 to have a material impact on its condensed consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. The standard: (i) requires that certain equity investments be measured at fair value, and modifies the assessment of impairment for certain other equity investments, (ii) changes certain disclosure requirements related to the fair value of financial instruments measured at amortized cost, (iii) changes certain disclosure requirements related to liabilities measured at fair value, (iv) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and (v) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 is effective for New Residential in the first quarter of 2018. Early adoption is generally not permitted. An entity should apply ASU No. 2016-01 by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. New Residential does not expect the adoption of ASU No. 2016-01 to have a material impact on its condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments . The standard requires that a financial asset measured at amortized cost basis be presented at the net amount expected to be collected, net of an allowance for all expected (rather than incurred) credit losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. The standard also changes the accounting for purchased credit deteriorated assets and available-for-sale securities, which will require the recognition of credit losses through a valuation allowance when fair value is less than amortized cost, regardless of whether the impairment is considered to be other-than-temporary. ASU No. 2016-13 is effective for New Residential in the first quarter of 2020. Early adoption is permitted beginning in 2019. An entity should apply ASU No. 2016-13 by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. New Residential is currently evaluating the new guidance to determine the impact it may have on its condensed consolidated financial statements, which at the date of adoption is expected to increase the allowance for credit losses with a resulting negative adjustment to retained earnings.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments. The standard provides guidance on the treatment of certain transactions within the statement of cash flows. ASU No. 2016-15 is effective for New Residential in the first quarter of 2018. Early adoption is permitted. New Residential adopted ASU No. 2016-15 in the third quarter of 2016 and it did not have an impact on its condensed consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory . The standard requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU No. 2016-16 is effective for New Residential in the first quarter of 2018. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not been issued. New Residential does not expect the adoption of ASU No. 2016-16 to have a material impact on its condensed consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash . The standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. ASU No. 2016-18 is effective for New Residential in the first quarter of 2018. Early adoption

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

is permitted. New Residential adopted ASU No. 2016-18 in the fourth quarter of 2016 and has included changes in restricted cash in its statements of cash flows for all periods presented.


2.	OTHER INCOME, ASSETS AND LIABILITIES

Gain (loss) on settlement of investments, net is comprised of the following:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Gain (loss) on sale of real estate securities, net	$	7,342		$	(679	)	$	29,592		$	15,072
Gain (loss) on sale of residential mortgage loans, net	9,029			8,537			37,967			9,142
Gain (loss) on settlement of derivatives	(18,756		)	(18,925		)	(58,326		)	(63,699		)
Gain (loss) on liquidated residential mortgage loans	(2,152		)	(1,331		)	(7,996		)	(1,603		)
Gain (loss) on sale of REO	(1,864		)	2,207			(7,176		)	5,193
Other gains (losses)	7,954			(974		)	7,189			(1,787		)
	$	1,553		$	(11,165	)	$	1,250		$	(37,682	)

Other income (loss), net, is comprised of the following:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Unrealized gain (loss) on derivative instruments	$	3,560		$	21,048		$	(124	)	$	(15,112	)
Unrealized gain (loss) on other ABS	189			724			340			(226		)
Gain (loss) on transfer of loans to REO	5,179			4,373			16,791			14,660
Gain (loss) on transfer of loans to other assets	66			2,743			359			3,021
Gain on Excess MSR recapture agreements	606			768			1,948			2,188
Gain (loss) on Ocwen common stock	6,987			—			6,987			—
Other income (loss)	(6,700		)	(2,597		)	(18,605		)	2,319
	$	9,887		$	27,059		$	7,696		$	6,850

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Other assets and liabilities are comprised of the following:



	Other Assets					Accrued Expenses and Other Liabilities
	September 30, 2017		December 31, 2016			September 30, 2017		December 31, 2016
Margin receivable, net	$	60,310	$	55,481	Interest payable	$	30,075	$	23,108
Other receivables	20,053		16,350		Accounts payable	85,622		31,299
Principal and interest receivable	50,467		52,738		Derivative liabilities (Note 10)	82		3,021
Receivable from government agency	43,313		54,706		Current taxes payable	4,553		2,314
Call rights	327		337		Due to servicers	58,203		77,148
Derivative assets (Note 10)	10,444		6,762		MSR purchase price holdback	139,481		60,436
Servicing fee receivables	60,107		7,405		Other liabilities	13,227		8,118
Ginnie Mae EBO servicer advance receivable, net	10,863		14,829			$	331,243	$	205,444
Due from servicers	22,014		22,134
Ocwen common stock, at fair value	20,900		—
Prepaid expenses	8,083		9,487
Other assets	16,494		4,269
	$	323,375	$	244,498

As reflected on the Condensed Consolidated Statements of Cash Flows, accretion and other amortization is comprised of the following:



	Nine Months Ended September 30,
	2017			2016
Accretion of servicer advance investment and receivable interest income	$	451,824		$	257,877
Accretion of excess mortgage servicing rights income	75,237			106,848
Accretion of net discount on securities and loans ^(A)	295,753			164,806
Amortization of deferred financing costs	(9,525		)	(13,889		)
Amortization of discount on notes and bonds payable	(1,367		)	(1,120		)
	$	811,922		$	514,522


(A)	Includes accretion of the accretable yield on PCD loans.


3.	SEGMENT REPORTING

New Residential conducts its business through the following segments: (i) investments in Excess MSRs, (ii) investments in MSRs, (iii) Servicer Advance Investments, (iv) investments in real estate securities, (v) investments in residential mortgage loans, (vi) investments in consumer loans, and (vii) corporate. The corporate segment consists primarily of (i) general and administrative expenses, (ii) the management fees and incentive compensation related to the Management Agreement and (iii) corporate cash and related interest income. Securities owned by New Residential (Note 7) that are collateralized by servicer advances and consumer loans are included in the Servicer Advances and Consumer Loans segments, respectively. Secured corporate loans effectively collateralized by Excess MSRs are included in the Excess MSRs segment.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Summary financial data on New Residential’s segments is given below, together with a reconciliation to the same data for New Residential as a whole:



	Servicing Related Assets							Residential Securities and Loans
	Excess MSRs			MSRs		Servicer Advances		Real Estate Securities			Residential Mortgage Loans			Consumer Loans		Corporate			Total
Three Months Ended September 30, 2017
Interest income	$	25,691		$	31,707	$	130,796	$	114,181		$	31,645		$	63,527	$	175		$	397,722
Interest expense	10,225			15,262		35,931		35,211			15,487			13,162		—			125,278
Net interest income (expense)	15,466			16,445		94,865		78,970			16,158			50,365		175			272,444
Impairment	—			—		—		1,509			14,099			12,601		—			28,209
Servicing revenue, net	—			58,014		—		—			—			—		—			58,014
Other income (loss)	(12,034		)	70,047		18,732		(6,035		)	2,653			6,796		6,986			87,145
Operating expenses	152			53,634		1,212		351			9,759			10,764		41,188			117,060
Income (Loss) Before Income Taxes	3,280			90,872		112,385		71,075			(5,047		)	33,796		(34,027		)	272,334
Income tax expense (benefit)	—			11,156		31,097		—			(9,640		)	—		—			32,613
Net Income (Loss)	$	3,280		$	79,716	$	81,288	$	71,075		$	4,593		$	33,796	$	(34,027	)	$	239,721
Noncontrolling interests in income (loss) of consolidated subsidiaries	$	—		$	—	$	1,224	$	—		$	—		$	12,376	$	—		$	13,600
Net income (loss) attributable to common stockholders	$	3,280		$	79,716	$	80,064	$	71,075		$	4,593		$	21,420	$	(34,027	)	$	226,121



	Servicing Related Assets								Residential Securities and Loans
	Excess MSRs			MSRs			Servicer Advances		Real Estate Securities			Residential Mortgage Loans			Consumer Loans		Corporate			Total
Nine Months Ended September 30, 2017
Interest income	$	75,237		$	34,267		$	451,808	$	321,464		$	75,276		$	203,631	$	529		$	1,162,212
Interest expense	29,302			26,849			120,527		85,663			34,655			41,668		—			338,664
Net interest income (expense)	45,935			7,418			331,281		235,801			40,621			161,963		529			823,548
Impairment	—			—			—		8,736			17,342			48,039		—			74,117
Servicing revenue, net	—			269,467			—		—			—			—		—			269,467
Other income (loss)	(25,049		)	75,856			75,307		(27,005		)	22,491			12,712		6,986			141,298
Operating expenses	350			132,675			2,641		979			24,018			33,746		130,452			324,861
Income (Loss) Before Income Taxes	20,536			220,066			403,947		199,081			21,752			92,890		(122,937		)	835,335
Income tax expense (benefit)	—			(789		)	128,836		—			(7,164		)	170		—			121,053
Net Income (Loss)	$	20,536		$	220,855		$	275,111	$	199,081		$	28,916		$	92,720	$	(122,937	)	$	714,282
Noncontrolling interests in income (loss) of consolidated subsidiaries	$	—		$	—		$	10,372	$	—		$	—		$	34,679	$	—		$	45,051
Net income (loss) attributable to common stockholders	$	20,536		$	220,855		$	264,739	$	199,081		$	28,916		$	58,041	$	(122,937	)	$	669,231

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)



	Servicing Related Assets						Residential Securities and Loans
	Excess MSRs		MSRs		Servicer Advances		Real Estate Securities		Residential Mortgage Loans		Consumer Loans		Corporate			Total
September 30, 2017
Investments	$	1,353,941	$	2,310,145	$	4,044,802	$	6,714,846	$	2,236,259	$	1,514,255	$	—		$	18,174,248
Cash and cash equivalents	210		132,361		74,993		3,341		4,747		33,430		30,678			279,760
Restricted cash	12,360		28,839		60,615		—		—		50,233		—			152,047
Other assets	8,757		712,765		44,312		1,840,028		126,767		31,632		34,517			2,798,778
Total assets	$	1,375,268	$	3,184,110	$	4,224,722	$	8,558,215	$	2,367,773	$	1,629,550	$	65,195		$	21,404,833
Debt	$	583,415	$	1,672,101	$	3,567,862	$	6,003,165	$	1,830,731	$	1,427,721	$	—		$	15,084,995
Other liabilities	1,042		241,919		23,542		1,092,745		34,542		6,308		240,536			1,640,634
Total liabilities	584,457		1,914,020		3,591,404		7,095,910		1,865,273		1,434,029		240,536			16,725,629
Total equity	790,811		1,270,090		633,318		1,462,305		502,500		195,521		(175,341		)	4,679,204
Noncontrolling interests in equity of consolidated subsidiaries	—		—		73,316		—		—		34,276		—			107,592
Total New Residential stockholders’ equity	$	790,811	$	1,270,090	$	560,002	$	1,462,305	$	502,500	$	161,245	$	(175,341	)	$	4,571,612
Investments in equity method investees	$	175,633	$	—	$	—	$	—	$	—	$	46,322	$	—		$	221,955



	Servicing Related Assets					Residential Securities and Loans
	Excess MSRs			Servicer Advances		Real Estate Securities		Residential Mortgage Loans			Consumer Loans		Corporate			Total
Three Months Ended September 30, 2016
Interest income	$	30,617		$	101,359	$	58,855	$	13,947		$	77,231	$	379		$	282,388
Interest expense	4,002			54,802		13,008		6,153			18,523		—			96,488
Net interest income (expense)	26,615			46,557		45,847		7,794			58,708		379			185,900
Impairment	—			—		1,765		(291		)	18,566		—			20,040
Servicing revenue, net	—			—		—		—			—		—			—
Other income (loss)	(10,052		)	21,430		1,392		13,931			—		—			26,701
Operating expenses	536			1,029		369		4,251			11,976		22,414			40,575
Income (Loss) Before Income Taxes	16,027			66,958		45,105		17,765			28,166		(22,035		)	151,986
Income tax expense (benefit)	—			16,348		—		4,556			—		(4		)	20,900
Net Income (Loss)	$	16,027		$	50,610	$	45,105	$	13,209		$	28,166	$	(22,031	)	$	131,086
Noncontrolling interests in income (loss) of consolidated subsidiaries	$	—		$	18,853	$	—	$	—		$	13,325	$	—		$	32,178
Net income (loss) attributable to common stockholders	$	16,027		$	31,757	$	45,105	$	13,209		$	14,841	$	(22,031	)	$	98,908

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)



	Servicing Related Assets					Residential Securities and Loans
	Excess MSRs			Servicer Advances		Real Estate Securities			Residential Mortgage Loans		Consumer Loans		Corporate			Total
Nine Months Ended September 30, 2016
Interest income	$	106,848		$	265,119	$	172,982		$	47,712	$	155,541	$	1,699		$	749,901
Interest expense	12,117			176,672		31,425			20,447		37,740		—			278,401
Net interest income (expense)	94,731			88,447		141,557			27,265		117,801		1,699			471,500
Impairment	—			—		7,838			7,309		34,536		—			49,683
Servicing revenue, net	—			—		—			—		—		—			—
Other income (loss)	(14,234		)	9,103		(59,472		)	22,295		81,193		15			38,900
Operating expenses	1,066			3,076		1,307			11,194		26,194		59,034			101,871
Income (Loss) Before Income Taxes	79,431			94,474		72,940			31,057		138,264		(57,320		)	358,846
Income tax expense (benefit)	—			13,743		—			4,377		75		—			18,195
Net Income (Loss)	$	79,431		$	80,731	$	72,940		$	26,680	$	138,189	$	(57,320	)	$	340,651
Noncontrolling interests in income (loss) of consolidated subsidiaries	$	—		$	33,400	$	—		$	—	$	27,955	$	—		$	61,355
Net income (loss) attributable to common stockholders	$	79,431		$	47,331	$	72,940		$	26,680	$	110,234	$	(57,320	)	$	279,296


4.	INVESTMENTS IN EXCESS MORTGAGE SERVICING RIGHTS

The following table presents activity related to the carrying value of New Residential’s direct investments in Excess MSRs:



	Servicer
	Nationstar			SLS ^(A)			Ocwen ^(B)			Total
Balance as of December 31, 2016	$	611,293		$	3,935		$	784,227		$	1,399,455
Purchases	—			—			—			—
Interest income	33,837			(255		)	41,656			75,238
Other income	1,948			—			1,993			3,941
Proceeds from repayments	(98,802		)	(1,215		)	(95,677		)	(195,694		)
Change in fair value	(6,442		)	381			(26,589		)	(32,650		)
Ocwen Transaction (Note 5)	—			—			(71,982		)	(71,982		)
Balance as of September 30, 2017	$	541,834		$	2,846		$	633,628		$	1,178,308


(A)	Specialized Loan Servicing LLC (“SLS”).


(B)	Ocwen Loan Servicing LLC, a subsidiary of Ocwen Financial Corporation (together with its subsidiaries, including Ocwen Loan Servicing LLC, “Ocwen”), services the loans underlying the Excess MSRs and Servicer Advance Investments acquired from HLSS.

In July 2017, New Residential entered into the Ocwen Transaction as described in Note 5. Subsequent to the Ocwen Transaction, the Excess MSRs formerly serviced by Ocwen become reclassified, as described in Note 5, as the underlying MSRs are transferred to NRM.

Nationstar, SLS or Ocwen, as applicable, as servicer, performs all of the servicing and advancing functions, and retains the ancillary income, servicing obligations and liabilities as the servicer of the underlying loans in the portfolio.

New Residential has entered into a “recapture agreement” with respect to each of the Excess MSR investments serviced by Nationstar and SLS. Under such arrangements, New Residential is generally entitled to a pro rata interest in the Excess MSRs on any initial or subsequent refinancing by Nationstar of a loan in the original portfolio. New Residential has a similar recapture

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

agreement with Ocwen; however, this agreement allows for Ocwen to retain the Excess MSR on recaptured loans up to a threshold and no payments have been made to New Residential under such arrangement to date. These recapture agreements do not apply to New Residential’s Servicer Advance Investments (Note 6).

New Residential elected to record its investments in Excess MSRs at fair value pursuant to the fair value option for financial instruments in order to provide users of the financial statements with better information regarding the effects of prepayment risk and other market factors on the Excess MSRs.

The following is a summary of New Residential’s direct investments in Excess MSRs:



	September 30, 2017													December 31, 2016
	UPB of Underlying Mortgages		Interest in Excess MSR						Weighted Average Life Years ^(A)	Amortized Cost Basis ^(B)		Carrying Value ^(C)		Carrying Value ^(C)
			New Residential ^(D)		Fortress-managed funds		Nationstar
Agency
Original and Recaptured Pools	$	68,449,802	32.5% - 66.7% (53.3%)		0.0% - 40.0%		20.0% - 35.0%		5.8	$	263,374	$	288,345	$	330,323
Recapture Agreements	—		32.5% - 66.7% (53.3%)		0.0% - 40.0%		20.0% - 35.0%		12.6	20,299		45,504		51,434
	68,449,802								6.3	283,673		333,849		381,757

Non-Agency ^(E)
Nationstar and SLS Serviced:
Original and Recaptured Pools	$	67,453,347	33.3% - 100.0% (59.4%)		0.0% - 50.0%		0.0% - 33.3%		5.3	$	160,665	$	191,270	$	219,980
Recapture Agreements	—		33.3% - 100.0% (59.4%)		0.0% - 50.0%		0.0% - 33.3%		12.5	8,352		19,561		13,491
Ocwen Serviced Pools	92,270,579		100.0	%	—	%	—	%	6.0	617,401		633,628		784,227
	159,723,926								5.9	786,418		844,459		1,017,698
Total	$	228,173,728							6.0	$	1,070,091	$	1,178,308	$	1,399,455


(A)	Weighted Average Life represents the weighted average expected timing of the receipt of expected cash flows for this investment.


(B)	The amortized cost basis of the recapture agreements is determined based on the relative fair values of the recapture agreements and related Excess MSRs at the time they were acquired.


(C)	Carrying Value represents the fair value of the pools or recapture agreements, as applicable.


(D)	Amounts in parentheses represent weighted averages.


(E)	New Residential also invested in related Servicer Advance Investments, including the basic fee component of the related MSR as of September 30, 2017 (Note 6) on $145.8 billion UPB underlying these Excess MSRs.

Changes in fair value recorded in other income is comprised of the following:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Original and Recaptured Pools	$	(12,047	)	$	(15,395	)	$	(41,032	)	$	(28,392	)
Recapture Agreements	(2,244		)	(1,665		)	8,382			3,995
	$	(14,291	)	$	(17,060	)	$	(32,650	)	$	(24,397	)

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

As of September 30, 2017 , a weighted average discount rate of 9.7% was used to value New Residential’s investments in Excess MSRs (directly and through equity method investees).

New Residential entered into investments in joint ventures (“Excess MSR joint ventures”) jointly controlled by New Residential and Fortress-managed funds investing in Excess MSRs. New Residential elected to record these investments at fair value pursuant to the fair value option for financial instruments to provide users of the financial statements with better information regarding the effects of prepayment risk and other market factors.

The following tables summarize the financial results of the Excess MSR joint ventures, accounted for as equity method investees, held by New Residential:



	September 30, 2017			December 31, 2016
Excess MSR assets	$	329,986		$	372,391
Other assets	21,279			17,184
Other liabilities	—			—
Equity	$	351,265		$	389,575
New Residential’s investment	$	175,633		$	194,788

New Residential’s ownership	50.0		%	50.0		%



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Interest income	$	6,969		$	12,205		$	20,083		$	24,526
Other income (loss)	(2,843		)	339			(7,908		)	(7,244		)
Expenses	(18		)	(22		)	(63		)	(66		)
Net income	$	4,108		$	12,522		$	12,112		$	17,216

New Residential’s investments in equity method investees changed during the nine months ended September 30, 2017 as follows:



Balance at December 31, 2016	$	194,788
Contributions to equity method investees	—
Transfers to direct ownership	—
Distributions of earnings from equity method investees	(11,054		)
Distributions of capital from equity method investees	(14,157		)
Change in fair value of investments in equity method investees	6,056
Balance at September 30, 2017	$	175,633

The following is a summary of New Residential’s Excess MSR investments made through equity method investees:



	September 30, 2017
	Unpaid Principal Balance		Investee Interest in Excess MSR ^(A)		New Residential Interest in Investees		Amortized Cost Basis ^(B)		Carrying Value ^(C)		Weighted Average Life (Years) ^(D)
Agency
Original and Recaptured Pools	$	53,675,234	66.7	%	50.0	%	$	221,830	$	279,722	5.8
Recapture Agreements	—		66.7	%	50.0	%	24,827		50,264		12.5
Total	$	53,675,234					$	246,657	$	329,986	6.4

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


(A)	The remaining interests are held by Nationstar.


(B)	Represents the amortized cost basis of the equity method investees in which New Residential holds a 50% interest. The amortized cost basis of the recapture agreements is determined based on the relative fair values of the recapture agreements and related Excess MSRs at the time they were acquired.


(C)	Represents the carrying value of the Excess MSRs held in equity method investees, in which New Residential holds a 50% interest. Carrying value represents the fair value of the pools or recapture agreements, as applicable.


(D)	The weighted average life represents the weighted average expected timing of the receipt of cash flows of each investment.

The table below summarizes the geographic distribution of the underlying residential mortgage loans of the Excess MSR investments:



	Aggregate Direct and Equity Method Investees
	Percentage of Total Outstanding Unpaid Principal Amount
State Concentration	September 30, 2017		December 31, 2016
California	24.1	%	24.1	%
Florida	8.6	%	8.6	%
New York	8.3	%	7.9	%
Texas	4.6	%	4.6	%
New Jersey	4.1	%	4.2	%
Maryland	3.7	%	3.7	%
Illinois	3.6	%	3.5	%
Georgia	3.1	%	3.1	%
Virginia	3.0	%	3.1	%
Massachusetts	2.7	%	2.7	%
Pennsylvania	2.5	%	2.5	%
Arizona	2.5	%	2.5	%
Other U.S.	29.2	%	29.5	%
	100.0	%	100.0	%

Geographic concentrations of investments expose New Residential to the risk of economic downturns within the relevant states. Any such downturn in a state where New Residential holds significant investments could affect the underlying borrower’s ability to make mortgage payments and therefore could have a meaningful, negative impact on the Excess MSRs.

See Note 11 regarding the financing of Excess MSRs.

5. INVESTMENTS IN MORTGAGE SERVICING RIGHTS AND MORTGAGE SERVICING RIGHTS FINANCING RECEIVABLE

Mortgage Servicing Rights

In 2016, a subsidiary of New Residential, New Residential Mortgage LLC (“NRM”), became a licensed mortgage servicer. NRM is presently licensed or otherwise eligible to hold MSRs in all states within the United States and the District of Columbia. Additionally, NRM has received approval from the Federal Housing Administration (“FHA”) to hold MSRs associated with FHA-insured mortgage loans, from the Federal National Mortgage Association (“Fannie Mae”) to hold MSRs associated with loans owned by Fannie Mae, and from the Federal Home Loan Mortgage Corporation (“Freddie Mac”) to hold MSRs associated with loans owned by Freddie Mac. Fannie Mae and Freddie Mac are collectively referred to as the Government Sponsored Enterprises (“GSEs”). As an approved Fannie Mae Servicer, Freddie Mac Servicer and FHA-approved mortgagee, NRM is required to conduct aspects of its operations in accordance with applicable policies and guidelines published by FHA, Fannie Mae and Freddie Mac in order to maintain those approvals. As of September 30, 2017 , NRM is in compliance with such policies and guidelines, as well as with other ongoing requirements applicable to mortgage loan servicers under applicable state and federal laws. NRM engages

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

third party licensed mortgage servicers as subservicers to perform the operational servicing duties in connection with the MSRs it acquires, in exchange for a subservicing fee which is recorded as “Subservicing expense” on New Residential’s Condensed Consolidated Statements of Income. As of September 30, 2017 , these subservicers include Ditech , Nationstar, PHH, Citi, Ocwen, Flagstar, and United Shore, which subservice 29.1% , 27.6% , 21.2% , 13.8% , 6.4% , 1.1% , and 0.8% of the underlying UPB of the related mortgages, respectively (includes both Mortgage Servicing Rights and Mortgage Servicing Rights Financing Receivable).

New Residential has entered into recapture agreements with respect to each of its MSR investments subserviced by Ditech (defined below) and Nationstar. Under the recapture agreements, New Residential is generally entitled to the MSRs on any initial or subsequent refinancing by Ditech or Nationstar of a loan in the original portfolios.

Walter Flows MSRs

On August 8, 2016, NRM entered into a flow and bulk agreement for the purchase and sale of mortgage servicing rights (the “Walter Purchase Agreement”) with Ditech Financial LLC (“Ditech”), a subsidiary of Walter Investment Management Corp. During the nine months ended September 30, 2017 , pursuant to the Walter Purchase Agreement, NRM purchased Walter Flow MSRs with respect to certain Fannie Mae residential mortgage loans with a total UPB of $6.8 billion for a purchase price of approximately $54.9 million . Ditech will subservice the related residential mortgage loans.

Citi Transaction

On January 27, 2017, NRM entered into an agreement with CitiMortgage, Inc. (“Citi”) to purchase the MSRs and related servicer advances receivable (the “Citi Purchase Agreement”) with respect to a pool of seasoned Fannie Mae and Freddie Mac residential mortgage loans with approximately $92.5 billion in total UPB for a purchase price of approximately $906.0 million , with a purchase price holdback of approximately $45.3 million . The purchase of the MSRs settled in March 2017, with the purchase of the related advances to follow at the time of the operational servicing transfers from Citi to Nationstar.

United Shore Transaction

On January 31, 2017, NRM entered into an agreement with United Shore Financial Services, LLC (“United Shore”) to purchase the MSRs and related servicer advances receivable with respect to a pool of existing Fannie Mae and Freddie Mac residential mortgage loans with approximately $9.8 billion in total UPB for a purchase price of approximately $94.8 million , with a purchase price holdback of approximately $9.5 million . The purchase settled in February 2017, and subservicing transferred to Nationstar during March and April 2017. On August 8, 2017, NRM entered into an agreement with United Shore to purchase the MSRs and related servicer advances receivable with respect to a pool of existing Fannie Mae and Freddie Mac residential mortgage loans with approximately $2.1 billion in total UPB for a purchase price of approximately $19.7 million , with a purchase price holdback of approximately $2.0 million . The purchase settled in August 2017. The transfer of subservicing to Nationstar began in October 2017, and United Shore has agreed to continue to subservice the remainder of the portfolio on an interim basis.

RCS Transaction

On February 17, 2017, NRM entered into an agreement with Residential Credit Solutions, Inc. (“RCS”) to purchase the MSRs and related servicer advances receivable with respect to a pool of existing Fannie Mae and Freddie Mac residential mortgage loans with approximately $5.2 billion in total UPB for a purchase price of approximately $48.6 million and $1.3 million , respectively, with a purchase price holdback of approximately $4.9 million . The purchase included multiple settlement dates in February and March 2017. Ditech subservices the related residential mortgage loans.

Subservicing Agreements

On January 27, 2017, NRM entered into agreements pursuant to which Nationstar will subservice certain MSR portfolios on behalf of NRM, subject to GSE and other regulatory approvals. In March 2017 and April 2017, subservicing duties for a portion of the residential mortgage loans related to the FirstKey Transaction and Citi Transaction, respectively, were transferred to Nationstar from FirstKey and Citi, respectively. On May 16, 2017, NRM entered into a subservicing agreement with Flagstar Bank, FSB (“Flagstar”). Flagstar was the predecessor subservicer of the remaining portion of the residential mortgage loans related to the FirstKey Transaction. The subservicing duties transferred to Flagstar in May 2017. As of September 30, 2017 , subservicing for $49.9 billion UPB related to the Citi Transaction has transferred to Nationstar.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

New Residential records its investments in MSRs at fair value at acquisition and has elected to subsequently measure at fair value pursuant to the fair value measurement method.

Servicing revenue, net recognized by New Residential related to its investments in MSRs was comprised of the following:



	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Servicing fee revenue	$	113,741		$	299,642
Ancillary and other fees	24,641			51,811
Servicing fee revenue and fees	138,382			351,453
Amortization of servicing rights	(68,850		)	(159,451		)
Change in valuation inputs and assumptions	(11,518		)	77,465
Servicing revenue, net	$	58,014		$	269,467

The following table presents activity related to the carrying value of New Residential’s investments in MSRs:



Balance as of December 31, 2016	$	659,483
Purchases	1,125,252
Amortization of servicing rights ^(A)	(159,451		)
Change in valuation inputs and assumptions	77,465
Balance as of September 30, 2017	$	1,702,749


(A)	Based on the ratio of the current UPB of the underlying residential mortgage loans relative to the original UPB of the underlying residential mortgage loans.

The following is a summary of New Residential’s investments in MSRs as of September 30, 2017 :



	UPB of Underlying Mortgages		Weighted Average Life (Years) ^(A)	Amortized Cost Basis		Carrying Value ^(B)
Agency	$	177,220,692	6.4	$	1,521,605	$	1,702,749
Non-Agency	64,733		5.8	—		—
Total	$	177,285,425	6.4	$	1,521,605	$	1,702,749


(A)	Weighted Average Life represents the weighted average expected timing of the receipt of expected cash flows for this investment.


(B)	Carrying Value represents fair value. As of September 30, 2017 , a weighted average discount rate of 9.8% was used to value New Residential’s investments in MSRs.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Mortgage Servicing Rights Financing Receivable

PHH Transaction

On December 28, 2016, NRM entered into an agreement with PHH Mortgage Corporation and its subsidiaries (“PHH”) to purchase the MSRs and related servicer advances receivables with respect to approximately $60.5 billion in total UPB of seasoned Agency and private-label residential mortgage loans for a purchase price of approximately $502.7 million and $218.2 million , respectively. $13.2 billion and $40.8 billion of UPB closed in the second and third quarter of 2017, respectively, and the remainder is expected to close in the fourth quarter of 2017, subject to GSE and other regulatory approvals, various consents and approvals from third-parties, and other customary closing conditions. Concurrently with the purchase agreement, NRM entered into a subservicing agreement with PHH, pursuant to which PHH Mortgage, a wholly owned subsidiary of PHH, subservices the residential mortgage loans underlying the MSRs acquired by NRM for an initial term of three years , subject to certain conditions. New Residential has entered into a recapture agreement with respect to each of its MSR investments subserviced by PHH. Under the recapture agreement, New Residential is generally entitled to the MSRs on any initial or subsequent refinancing by PHH of a loan in the original portfolio.

As a result of the length of the initial term of the related subservicing agreement between NRM and PHH, although the MSRs were legally sold, solely for accounting purposes New Residential determined that substantially all of the risks and rewards inherent in owning the MSRs had not been transferred to NRM, and that the purchase agreement would not be treated as a sale under GAAP. Therefore, rather than recording an investment in MSRs, New Residential has recorded an investment in mortgage servicing rights financing receivable. Income from this investment (net of subservicing fees) is recorded as interest income, and New Residential has elected to measure the investment at fair value, with changes in fair value flowing through Change in fair value of investments in mortgage servicing rights financing receivable in the Condensed Consolidated Statements of Income.

Ocwen Transaction

On July 23, 2017, New Residential entered into a series of agreements with Ocwen that supersede the arrangements among the parties set forth in (i) the Master Servicing Rights Purchase Agreement, dated as of October 1, 2012, as amended by Amendment No. 1 to Master Servicing Rights Purchase Agreement and Sale Supplements, dated as of December 26, 2012, and Amendment No. 2 to Master Servicing Rights Purchase Agreement and Sale Supplements, dated as of April 6, 2015 (as so amended, the “Existing Ocwen MSR Purchase Agreement”), and (ii) certain sale supplements to the Existing Ocwen MSR Purchase Agreement, as amended by Amendment No. 1 to Master Servicing Rights Purchase Agreement and Sale Supplements, dated as of December 26, 2012, Amendment to Sale Supplements dated as of July 1, 2013, Amendment to Sale Supplement, dated as of September 30, 2013, Amendment to Sale Supplements, dated as of February 4, 2014, Amendment No. 2 to Master Servicing Rights Purchase Agreement and Sale Supplements, dated as of April 6, 2015, and February Amendment, dated as of February 17, 2017 (as so amended, the “Existing Ocwen Sale Supplements” and, together with the Existing Ocwen MSR Purchase Agreement, the “Existing Ocwen Agreements”). These transactions (collectively, the “Ocwen Transaction”) are described in further detail below.

In addition, pursuant to a Transaction Agreement dated July 23, 2017, New Residential acquired from Ocwen in a private placement 6,075,510 shares of Ocwen common stock, par value $0.01 per share, at a price per share of $2.29 , for approximately $13.9 million (Note 2).

On July 23, 2017, Ocwen and New Residential entered into a Master Agreement (the “Ocwen Master Agreement”) and a Transfer Agreement (the “Ocwen Transfer Agreement”) pursuant to which Ocwen and New Residential agreed to undertake certain actions to facilitate the transfer from Ocwen to New Residential of Ocwen’s remaining interests in the mortgage servicing rights relating to loans with an aggregate unpaid principal balance of approximately $110.0 billion that are subject to the Existing Ocwen Agreements (the “Ocwen Subject MSRs”) and with respect to which New Residential holds the Rights to MSRs (as defined in the Existing Ocwen Agreements).

The Ocwen Master Agreement provides for, among other things, the following:


•	The parties will cooperate to obtain any third party consents required to transfer Ocwen’s remaining interests in the Ocwen Subject MSRs to New Residential.

•

Upon obtaining the required third party consents and each Ocwen Subject MSR ceasing to be a Deferred Servicing Agreement (as defined in the Existing Ocwen Agreements) covered under the Existing Ocwen Agreements, New Residential will make a lump sum payment to Ocwen. These lump sum payments may total up to approximately $400.0 million in the aggregate if all of the Ocwen Subject MSRs are transferred to New Residential.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


•	Upon transfer, Ocwen will subservice the mortgage loans related to such Ocwen Subject MSRs pursuant to the Ocwen Subservicing Agreement (as defined below).

•

In the event that the required third party consents are not obtained within one year (by July 23, 2018) or such earlier date mutually agreed to by the parties, the applicable Ocwen Subject MSRs may (i) become subject to a new mortgage servicing rights agreement to be negotiated between Ocwen and New Residential, (ii) be acquired by Ocwen at a price determined in accordance with the terms of the Ocwen Master Agreement, (iii) be sold to one or more third parties in accordance with the terms of the Ocwen Master Agreement, or (iv) remain subject to the Existing Ocwen Agreements.

•

New Residential agrees to up to an eighteen month standstill (until January 23, 2019), subject to certain conditions, of its rights with respect to certain Ocwen Subject MSRs under the Existing Ocwen Agreements to replace Ocwen as named servicer upon the occurrence of certain specified termination events. New Residential will permanently waive such rights if a specified percentage of the Ocwen Subject MSRs have been transferred to NRM or are not otherwise subject to the Existing Ocwen Agreements before the end of the period contemplated by the Ocwen Master Agreement.


•	The resolution of certain payment obligations by New Residential and Ocwen under the terms of the Existing Ocwen Agreements.

Pursuant to the Ocwen Transfer Agreement, Ocwen agreed to transfer its legal title and any other remaining interest in certain mortgage servicing rights to New Residential upon satisfaction of customary conditions precedent. The Ocwen Transfer Agreement contains customary representations, warranties, covenants and indemnification obligations of Ocwen as transferor of the Ocwen Subject MSRs.

On July 23, 2017, New Residential and Ocwen entered into a subservicing agreement (the “Ocwen Subservicing Agreement”) pursuant to which Ocwen will subservice the mortgage loans related to the Ocwen Subject MSRs that are transferred to New Residential pursuant to the Ocwen Master Agreement and Ocwen Transfer Agreement. The Ocwen Subservicing Agreement contains customary representations, warranties, covenants and indemnification obligations of Ocwen as subservicer and prior servicer. In consideration for subservicing such mortgage loans, Ocwen will receive a fixed subservicing fee and certain other customary ancillary compensation as set forth in the Ocwen Subservicing Agreement. The initial term of the Ocwen Subservicing Agreement is five years. At any time during the initial term, New Residential may terminate the agreement for convenience, subject to Ocwen’s right to receive a termination fee (amortizing monthly during the initial term) and proper notice. Following the initial term, New Residential may extend the term of the Ocwen Subservicing Agreement for additional three month periods by delivering written notice to Ocwen of its desire to extend such contract thirty days prior to the end of such three month period. Furthermore, at any time following the initial term, the Ocwen Subservicing Agreement may be canceled by Ocwen at the end of each twelve month period following the initial term by delivering proper notice. In addition, New Residential and Ocwen each have the ability to terminate the agreement for cause if certain events specified in the Ocwen Subservicing Agreement occur. If either New Residential or Ocwen terminates the agreement for cause, the other party is required to pay certain fees and costs as set forth in the agreement. If New Residential exercises an early termination provision in a securitization transaction during the initial term and elects not to retain Ocwen as servicer following such early termination with respect to the related mortgage loans, New Residential may be required to pay an exit fee to Ocwen (which decreases monthly during the initial term). The subservicing fees payable by New Residential to Ocwen under the Ocwen Subservicing Agreement are expected to be less than the fees that would have been payable by New Residential under the Existing Ocwen Agreements.

As of September 30, 2017, MSRs representing approximately $15.5 billion UPB of underlying loans have been transferred pursuant to the Ocwen Transaction, and MSRs representing approximately $92.3 billion UPB of underlying loans remain to be transferred (after paydowns and other factors). Through September 30, 2017, $54.6 million of related lump sum payments have been made or accrued by New Residential to Ocwen. Upon transfer, any interests already held by New Residential are reclassified (from Excess MSRs or Servicer Advance Investments) to become part of the basis of the MSR financing receivable held by NRM. As a result of the length of the initial term of the related subservicing agreement between NRM and Ocwen, although the MSRs were legally sold, solely for accounting purposes New Residential determined that substantially all of the risks and rewards inherent in owning the MSRs had not been transferred to NRM, and that the purchase agreement would not be treated as a sale under GAAP. Therefore, rather than recording an investment in MSRs, New Residential has recorded an investment in mortgage servicing rights financing receivable. Income from this investment (net of subservicing fees) is recorded as interest income, and New Residential has elected to measure the investment at fair value, with changes in fair value flowing through Change in fair value of investments in mortgage servicing rights financing receivable in the Condensed Consolidated Statements of Income.

On August 28, 2017, New Residential Sales Corp. (together with any other future licensed real estate brokerage subsidiary of New Residential, “NRZ Brokerage”), a licensed real estate brokerage subsidiary of New Residential, entered into a Cooperative Brokerage Agreement (the “Altisource Brokerage Agreement”) with REALHome Services and Solutions, Inc. and REALHome

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Services and Solutions - CT, Inc. (collectively, “RHSS”), two licensed real estate brokerage subsidiaries of Altisource Portfolio Solutions S.A. (together with its subsidiaries, “Altisource”). Under the Altisource Brokerage Agreement, RHSS will exclusively provide marketing and listing services for REO properties included in certain MSR portfolios acquired, or to be acquired, by New Residential, including (i) an approximately $110 billion UPB (as of June 30, 2017) non-agency MSR portfolio that New Residential agreed to acquire from certain subsidiaries of Ocwen in July 2017 and certain other Ocwen-owned portfolios if New Residential were to acquire these portfolios from Ocwen in the future (collectively, the “Ocwen Portfolio”), and (ii) an approximately $6 billion UPB (as of June 30, 2017) non-agency MSR portfolio that New Residential agreed to acquire from certain subsidiaries of PHH in December 2016 (the “PHH Portfolio” and, together with the Ocwen Portfolio, the “Covered Portfolios”). Pursuant to the Altisource Brokerage Agreement, RHSS will begin to receive REO referrals from NRZ Brokerage as the Covered Portfolios are transferred to one or more subsidiaries of New Residential, subject to PHH Corporation’s approval of Altisource as a vendor in the case of the PHH Portfolio. NRZ Brokerage will receive a referral commission for each REO property sold by RHSS on behalf of New Residential for which RHSS receives a commission under the Altisource Brokerage Agreement. The Altisource Brokerage Agreement, which extends through August 2025, establishes a direct relationship between the brokerages, irrespective of New Residential’s subservicer.

On August 28, 2017, RHSS and Altisource also entered into a letter agreement with New Residential (the “Altisource Letter Agreement”), which provides for New Residential to directly appoint RHSS (or another real estate brokerage subsidiary designated by Altisource) to perform the real estate brokerage services with respect to REO properties in the Covered Portfolios, subject to certain specified exceptions, in the event that NRZ Brokerage does not refer the business to RHSS and in which case the designated Altisource brokerage subsidiary would retain the seller’s brokerage commission.

Concurrently with the Altisource Brokerage Agreement and the Altisource Letter Agreement, Altisource executed a letter of intent with New Residential to enter into a services agreement (the “Altisource Services LOI”). Under the anticipated services agreement, to the extent allowable by law and other applicable contractual requirements, Altisource would provide certain fee-based services with respect to the Ocwen Portfolio, also through August 31, 2025. Pursuant to the Altisource Services LOI, the parties have agreed to negotiate in good faith toward the execution of a services agreement through and until January 12, 2018 (such period, including as extended, the “Standstill Period”). Pursuant to the Altisource Services LOI, the parties have also agreed to meet, within ninety (90) days from the date of the Altisource Services LOI, to discuss opportunities for Altisource to perform certain fee-based services unrelated to the Ocwen Portfolio. These services include, without limitation, REO management, REO liquidations, due diligence, valuations, title services and closing services. New Residential has agreed to consider, in good faith, any proposals submitted by Altisource at or following such meeting, provided that Altisource satisfies applicable legal and regulatory requirements and specified conditions relating to the quality and cost of such services. New Residential has further agreed to introduce Altisource to its subservicers and facilitate introductory discussions regarding potential opportunities for its subservicers to engage Altisource as a service provider. Except for certain specified commitments, including those described above, all of the terms of the Altisource Services LOI are non-binding. There can be no assurance that the parties will reach an agreement with respect to the terms of a services agreement or that a services agreement will be entered into on a timely basis or at all.

RHSS has the right to terminate the Altisource Brokerage Agreement and the Altisource Letter Agreement upon ninety (90) days’ notice (which period may be shortened by New Residential) if a services agreement is not signed between Altisource and New Residential during the Standstill Period. The Altisource Brokerage Agreement may otherwise only be terminated upon the occurrence of certain specified events. The Altisource Brokerage Agreement also includes standard vendor oversight and audit rights and reporting requirements. New Residential has agreed that, during such notice period and/or the Standstill Period, it will not replace or reduce the role of Altisource as a service provider with respect to transferred MSRs in the Ocwen Portfolio.

Interest income from investments in mortgage servicing rights financing receivable was comprised of the following:



	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Servicing fee revenue	$	38,510		$	41,185
Ancillary and other fees	4,327			4,402
Less: subservicing expense	(11,139		)	(11,433		)
Interest income, investments in mortgage servicing rights financing receivable	$	31,698		$	34,154

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Change in fair value of investments in mortgage servicing rights financing receivable was comprised of the following:



	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Amortization of servicing rights	$	(18,883	)	$	(20,010	)
Change in valuation inputs and assumptions	89,115			95,838
Change in fair value of investments in mortgage servicing rights financing receivable	$	70,232		$	75,828

The following table presents activity related to the carrying value of New Residential’s investments in mortgage servicing rights financing receivable:



Balance as of December 31, 2016	$	—
Investments made	467,118
Ocwen Transaction (Note 5)	64,450
Amortization of servicing rights ^(A)	(20,010		)
Change in valuation inputs and assumptions	95,838
Balance as of September 30, 2017	$	607,396


(A)	Based on the ratio of the current UPB of the underlying residential mortgage loans relative to the original UPB of the underlying residential mortgage loans.

The following is a summary of New Residential’s investments in mortgage servicing rights financing receivable as of September 30, 2017 :



	UPB of Underlying Mortgages		Weighted Average Life (Years) ^(A)	Amortized Cost Basis		Carrying Value ^(B)
Agency	$	51,533,451	5.6	$	447,925	$	473,669
Non-Agency	15,519,498		5.8	63,633		133,727
Total	$	67,052,949	5.6	$	511,558	$	607,396


(A)	Weighted Average Life represents the weighted average expected timing of the receipt of expected cash flows for this investment.


(B)	Carrying Value represents fair value. As of September 30, 2017 , a weighted average discount rate of 10.4% was used to value New Residential’s investments in mortgage servicing rights financing receivable.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The table below summarizes the geographic distribution of the underlying residential mortgage loans of the investments in MSRs and mortgage servicing rights financing receivable:



	Percentage of Total Outstanding Unpaid Principal Amount
State Concentration	September 30, 2017		December 31, 2016
California	19.0	%	20.5	%
New York	6.3	%	2.8	%
Florida	6.0	%	7.3	%
Texas	5.7	%	6.3	%
New Jersey	5.2	%	4.5	%
Illinois	4.1	%	4.1	%
Massachusetts	3.8	%	4.1	%
Michigan	3.6	%	3.1	%
Pennsylvania	3.3	%	2.9	%
Virginia	3.1	%	2.8	%
Other U.S.	39.9	%	41.6	%
	100.0	%	100.0	%

In addition to receiving cash flows from the MSRs, NRM as servicer has the obligation to fund future servicer advances on the underlying pool of mortgages (Note 14). These servicer advances are recorded when advanced and are included in Servicer Advances Receivable.

See Note 11 regarding the financing of MSRs.


6.	SERVICER ADVANCE INVESTMENTS

In December 2013, New Residential and third-party co-investors, through a joint venture entity (Advance Purchaser LLC, the “Buyer”) consolidated by New Residential, purchased the outstanding servicer advances related to a portfolio of residential mortgage loans that is serviced by Nationstar and is a subset of the same portfolio of loans in which New Residential has invested in a portion of the Excess MSRs (Note 4), including the basic fee component of the related MSRs. In August 2017, New Residential purchased an additional 27.0% interest in the Buyer from third-party co-investors for an aggregate purchase price of $65.9 million . A taxable wholly-owned subsidiary of New Residential is the managing member of the Buyer and owned an approximately 72.8% interest in the Buyer as of September 30, 2017 . As of September 30, 2017 , third-party co-investors, owning the remaining interest in the Buyer, have funded capital commitments to the Buyer of $389.6 million and New Residential has funded capital commitments to the Buyer of $312.7 million . The Buyer may call capital up to the commitment amount on unfunded commitments and recall capital to the extent the Buyer makes a distribution to the co-investors, including New Residential. As of September 30, 2017 , the third-party co-investors and New Residential had previously funded their commitments, however the Buyer may recall $308.3 million and $252.7 million of capital distributed to the third-party co-investors and New Residential, respectively. Neither the third-party co-investors nor New Residential is obligated to fund amounts in excess of their respective capital commitments, regardless of the capital requirements of the Buyer.

The Buyer has purchased servicer advances from Nationstar, is required to purchase all future servicer advances made with respect to this portfolio of loans from Nationstar, and receives cash flows from advance recoveries and the basic fee component of the related MSRs, net of compensation paid back to Nationstar in consideration of Nationstar’s servicing activities. The compensation paid to Nationstar as of September 30, 2017 was approximately 9.3% of the basic fee component of the related MSRs plus a performance fee that represents a portion (up to 100% ) of the cash flows in excess of those required for the Buyer to obtain a specified return on its equity.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

New Residential also acquired a portion of the call rights related to this portfolio of loans.

In December 2014, New Residential agreed to acquire (the “SLS Transaction”) 50% of the Excess MSRs and all of the servicer advances and related basic fee portion of the MSR, and a portion of the call rights related to a portfolio of residential mortgage loans which is serviced by SLS. Fortress-managed funds acquired the other 50% of the Excess MSRs. SLS services the loans in exchange for a servicing fee of 10.75 bps and an incentive fee (the “SLS Incentive Fee”) which is based on the ratio of the outstanding servicer advances to the UPB of the underlying loans.

In April 2015, New Residential acquired servicer advances, and the related basic fee portion of the MSR, and Excess MSRs in connection with the HLSS Acquisition. Ocwen services the underlying loans in exchange for a servicing fee of 12% times the servicing fee collections of the underlying loans, which as of September 30, 2017 is equal to 6.0 basis points times the UPB of the underlying loans, and an incentive fee which is reduced by LIBOR plus 2.75% per annum of the amount, if any, of servicer advances outstanding in excess of a defined target. In July 2017, New Residential entered into the Ocwen Transaction as described in Note 5. Subsequent to the Ocwen Transaction, the Servicer Advance Investments (including the related basic fee portion of the MSR) formerly serviced by Ocwen become reclassified, as described in Note 5, as the underlying MSRs are transferred to NRM.

In connection with the HLSS Acquisition, New Residential acquired from Ocwen the call rights related to the residential mortgage loans underlying the Excess MSRs and Servicer Advance Investments, acquired from HLSS. New Residential continues to evaluate the call rights it acquired from Nationstar, SLS and Ocwen, and its ability to exercise such rights and realize the benefits therefrom are subject to a number of risks. The actual UPB of the residential mortgage loans on which New Residential can successfully exercise call rights and realize the benefits therefrom may differ materially from its initial assumptions.

New Residential elected to record its Servicer Advance Investments, including the right to the basic fee component of the related MSRs, at fair value pursuant to the fair value option for financial instruments to provide users of the financial statements with better information regarding the effects of market factors.

The following is a summary of New Residential’s Servicer Advance Investments, including the right to the basic fee component of the related MSRs:



	Amortized Cost Basis		Carrying Value ^(A)		Weighted Average Discount Rate		Weighted Average Yield		Weighted Average Life (Years) ^(B)
September 30, 2017
Servicer Advance Investments ^(C)	$	3,955,375	$	4,044,802	6.8	%	7.2	%	5.1
As of December 31, 2016
Servicer Advance Investments ^(C)	$	5,687,635	$	5,706,593	5.6	%	5.5	%	4.6


(A)	Carrying value represents the fair value of the Servicer Advance Investments, including the basic fee component of the related MSRs.


(B)	Weighted Average Life represents the weighted average expected timing of the receipt of expected net cash flows for this investment.


(C)	Excludes asset-backed securities collateralized by servicer advances, which had an aggregate face amount of $100.0 million and an aggregate carrying value of $100.1 million as of December 31, 2016 .



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Changes in Fair Value Recorded in Other Income	$	10,941	$	21,606	$	70,469	$	4,328

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The following is additional information regarding the Servicer Advance Investments and related financing:



									Loan-to-Value (“LTV”) ^(A)				Cost of Funds ^(C)
	UPB of Underlying Residential Mortgage Loans		Outstanding Servicer Advances		Servicer Advances to UPB of Underlying Residential Mortgage Loans		Face Amount of Notes and Bonds Payable		Gross		Net ^(B)		Gross		Net
September 30, 2017
Servicer Advance Investments ^(D)	$	145,763,758	$	3,651,705	2.5	%	$	3,504,060	92.5	%	91.4	%	3.3	%	2.9	%
December 31, 2016
Servicer Advance Investments ^(D)	$	186,362,657	$	5,617,759	3.0	%	$	5,560,412	94.5	%	93.4	%	3.2	%	2.8	%

(A)

Based on outstanding servicer advances, excluding purchased but unsettled servicer advances and certain deferred servicing fees (“DSF”) on which New Residential receives financing. If New Residential were to include these DSF in the servicer advance balance, gross and net LTV as of September 30, 2017 would be 86.6% and 85.6% , respectively. Also excludes retained Non-Agency bonds with a current face amount of $79.9 million from the outstanding servicer advance debt. If New Residential were to sell these bonds, gross and net LTV as of September 30, 2017 would be 94.6% and 93.5% , respectively.


(B)	Ratio of face amount of borrowings to par amount of servicer advance collateral, net of any general reserve.


(C)	Annualized measure of the cost associated with borrowings. Gross Cost of Funds primarily includes interest expense and facility fees. Net Cost of Funds excludes facility fees.


(D)	The following types of advances are included in the Servicer Advance Investments:



	September 30, 2017		December 31, 2016
Principal and interest advances	$	939,897	$	1,489,929
Escrow advances (taxes and insurance advances)	1,634,892		2,613,050
Foreclosure advances	1,076,916		1,514,780
Total	$	3,651,705	$	5,617,759

Interest income recognized by New Residential related to its Servicer Advance Investments was comprised of the following:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Interest income, gross of amounts attributable to servicer compensation	$	83,979		$	161,601		$	290,933		$	581,231
Amounts attributable to base servicer compensation ^(A)	(38,549		)	(15,276		)	(145,055		)	(68,184		)
Amounts attributable to incentive servicer compensation ^(A)	84,724			(45,197		)	300,788			(255,170		)
Interest income from Servicer Advance Investments ^(A)	$	130,154		$	101,128		$	446,666		$	257,877


(A)	Total interest income of $130.2 million and $446.7 million for the three and nine months ended September 30, 2017 includes retrospective adjustments of $46.5 million and $204.1 million , respectively, mainly due to changes in cash flow assumptions relating to the HLSS portfolio, including a change in the cost of subservicing assumption to 13 bps.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

New Residential has determined that the Buyer is a VIE. The following table presents information on the assets and liabilities related to this consolidated VIE.



	As of
	September 30, 2017		December 31, 2016
Assets
Servicer advance investments, at fair value	$	1,039,103	$	1,731,633
Cash and cash equivalents	40,222		37,854
All other assets	12,961		19,799
Total assets ^(A)	$	1,092,286	$	1,789,286
Liabilities
Notes and bonds payable	$	819,190	$	1,464,851
All other liabilities	3,637		5,187
Total liabilities ^(A)	$	822,827	$	1,470,038


(A)	The creditors of the Buyer do not have recourse to the general credit of New Residential and the assets of the Buyer are not directly available to satisfy New Residential’s obligations.

Others’ interests in the equity of the Buyer is computed as follows:



	September 30, 2017			December 31, 2016
Total Advance Purchaser LLC equity	$	269,459		$	319,248
Others’ ownership interest	27.2		%	54.2		%
Others’ interest in equity of consolidated subsidiary	$	73,316		$	173,057

Others’ interests in the Buyer’s net income is computed as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net Advance Purchaser LLC income	$	3,584		$	33,985		$	20,460		$	60,207
Others’ ownership interest as a percent of total ^(A)	34.2		%	55.5		%	50.7		%	55.5		%
Others’ interest in net income of consolidated subsidiaries	$	1,224		$	18,853		$	10,372		$	33,400


(A)	As a result, New Residential owned 65.8% and 44.5% of the Buyer, on average during the three months ended September 30, 2017 and 2016 , respectively 49.3% and 44.5% of the Buyer, on average during the nine months ended September 30, 2017 and 2016 , respectively.

See Note 11 regarding the financing of Servicer Advance Investments.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


7.	INVESTMENTS IN REAL ESTATE SECURITIES

Agency residential mortgage backed securities (“RMBS”) are RMBS issued by a government sponsored enterprise, such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Non-Agency RMBS are issued by either public trusts or private label securitization entities.

Activities related to New Residential’s investments in real estate securities were as follows:



	Nine Months Ended September 30, 2017
	(in millions)
	Agency		Non-Agency
Purchases
Face	$	5,848.4	$	6,173.4
Purchase Price	$	6,037.9	$	2,418.4

Sales
Face	$	6,134.9	$	219.4
Amortized Cost	$	6,293.3	$	147.9
Sale Price	$	6,304.4	$	166.4
Gain (Loss) on Sale	$	11.1	$	18.4

As of September 30, 2017 , New Residential had sold and purchased $1.7 billion and $1.0 billion face amount of Agency RMBS for $1.8 billion and $1.1 billion , respectively, and purchased $30.8 million face amount of Non-Agency RMBS for $12.5 million , which had not yet been settled. These unsettled sales and purchases were recorded on the balance sheet on trade date as Trades Receivable and Trades Payable.

New Residential has exercised its call rights with respect to Non-Agency RMBS trusts and purchased performing and non-performing residential mortgage loans and REO contained in such trusts prior to their termination. In certain cases, New Residential sold portions of the purchased loans through securitizations, and retained bonds issued by such securitizations. In addition, New Residential received par on the securities issued by the called trusts which it owned prior to such trusts’ termination. Refer to Note 8 for further details on these transactions.

The following is a summary of New Residential’s real estate securities, all of which are classified as available-for-sale and are, therefore, reported at fair value with changes in fair value recorded in other comprehensive income, except for securities that are other-than-temporarily impaired and except for securities which New Residential elected to carry at fair value and record changes to valuation through the income statement.



	September 30, 2017																				December 31, 2016
					Gross Unrealized								Weighted Average
Asset Type	Outstanding Face Amount		Amortized Cost Basis		Gains		Losses			Carrying Value ^(A)		Number of Securities	Rating ^(B)	Coupon ^(C)		Yield		Life (Years) ^(D)	Principal Subordination ^(E)		Carrying Value
Agency RMBS ^{(F) (G)}	$	1,123,553	$	1,195,281	$	1,352	$	(5,977	)	$	1,190,656	68	AAA	4.08	%	2.96	%	7.6	N/A		$	1,530,298
Non-Agency RMBS ^{(H) (I)}	11,906,608		5,136,883		412,213		(24,906		)	5,524,190		752	CCC-	1.97	%	5.77	%	7.7	8.9	%	3,543,560
Total/ Weighted Average	$	13,030,161	$	6,332,164	$	413,565	$	(30,883	)	$	6,714,846	820	B	2.33	%	5.24	%	7.7			$	5,073,858


(A)	Fair value, which is equal to carrying value for all securities. See Note 12 regarding the estimation of fair value.

(B)

Represents the weighted average of the ratings of all securities in each asset type, expressed as an S&P equivalent rating. This excludes the ratings of the collateral underlying 218 bonds with a carrying value of $335.8 million which either have never been rated or for which rating information is no longer provided. For each security rated by multiple rating agencies, the lowest rating is used. New Residential used an implied AAA rating for the Agency RMBS. Ratings provided were

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

determined by third party rating agencies, and represent the most recent credit ratings available as of the reporting date and may not be current.


(C)	Excludes residual bonds, and certain other Non-Agency bonds, with a carrying value of $161.1 million and $0.0 million , respectively, for which no coupon payment is expected.


(D)	The weighted average life is based on the timing of expected principal reduction on the assets.


(E)	Percentage of the amortized cost basis of securities that is subordinate to New Residential’s investments, excluding fair value option securities and servicer advance bonds.


(F)	Includes securities issued or guaranteed by U.S. Government agencies such as Fannie Mae or Freddie Mac.


(G)	The total outstanding face amount was $1.0 billion for fixed rate securities and $113.6 million for floating rate securities as of September 30, 2017 .


(H)	The total outstanding face amount was $1.2 billion (including $0.7 billion of residual and fair value option notional amount) for fixed rate securities and $10.7 billion (including $4.2 billion of residual and fair value option notional amount) for floating rate securities as of September 30, 2017 .


(I)	Includes other asset backed securities (“ABS”) consisting primarily of (i) interest-only securities and servicing strips (fair value option securities) which New Residential elected to carry at fair value and record changes to valuation through the income statement, (ii) bonds backed by servicer advances and (iii) bonds backed by consumer loans.



					Gross Unrealized								Weighted Average
Asset Type	Outstanding Face Amount		Amortized Cost Basis		Gains		Losses			Carrying Value		Number of Securities	Rating	Coupon		Yield		Life (Years)	Principal Subordination
Consumer loan bonds	$	24,472	$	29,048	$	3,202	$	—		$	32,250	2	N/A	N/A		17.31	%	1.4	N/A
Fair Value Option Securities:
Interest-only securities	4,219,861		203,359		8,545		(10,257		)	201,647		45	AA+	1.57	%	5.81	%	2.8	N/A
Servicing strips	442,479		5,108		1,270		(193		)	6,185		16	N/A	0.27	%	22.40	%	6.7	N/A

Unrealized losses that are considered other-than-temporary are recognized currently in earnings. During the nine months ended September 30, 2017 , New Residential recorded OTTI charges of $8.7 million with respect to real estate securities. Any remaining unrealized losses on New Residential’s securities were primarily the result of changes in market factors, rather than issue-specific credit impairment. New Residential performed analyses in relation to such securities, using its best estimate of their cash flows, which support its belief that the carrying values of such securities were fully recoverable over their expected holding period. New Residential has no intent to sell, and is not more likely than not to be required to sell, these securities.

The following table summarizes New Residential’s securities in an unrealized loss position as of September 30, 2017 .



			Amortized Cost Basis													Weighted Average
Securities in an Unrealized Loss Position	Outstanding Face Amount		Before Impairment		Other-Than- Temporary Impairment ^(A)			After Impairment		Gross Unrealized Losses			Carrying Value		Number of Securities	Rating ^(B)	Coupon		Yield		Life (Years)
Less than 12 Months	$	3,545,243	$	1,449,339	$	(1,223	)	$	1,448,116	$	(17,928	)	$	1,430,188	153	CCC+	2.32	%	4.50	%	7.2
12 or More Months	783,653		226,610		(286		)	226,324		(12,955		)	213,369		59	BBB	2.51	%	3.28	%	3.5
Total/Weighted Average	$	4,328,896	$	1,675,949	$	(1,509	)	$	1,674,440	$	(30,883	)	$	1,643,557	212	B	2.34	%	4.33	%	6.7


(A)	This amount represents OTTI recorded on securities that are in an unrealized loss position as of September 30, 2017 .

(B)

The weighted average rating of securities in an unrealized loss position for less than 12 months excludes the rating of 50 bonds which either have never been rated or for which rating information is no longer provided. The weighted average rating of securities in an unrealized loss position for 12 or more months excludes the rating of 14 bonds which either have never been rated or for which rating information is no longer provided.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

New Residential performed an assessment of all of its debt securities that are in an unrealized loss position (an unrealized loss position exists when a security’s amortized cost basis, excluding the effect of OTTI, exceeds its fair value) and determined the following:



	September 30, 2017
					Gross Unrealized Losses
	Fair Value		Amortized Cost Basis After Impairment		Credit ^(A)			Non-Credit ^(B)
Securities New Residential intends to sell ^(C)	$	—	$	—	$	—		$	—
Securities New Residential is more likely than not to be required to sell ^(D)	—		—		—			N/A
Securities New Residential has no intent to sell and is not more likely than not to be required to sell:
Credit impaired securities	373,046		378,585		(1,509		)	(5,539		)
Non-credit impaired securities	1,270,511		1,295,855		—			(25,344		)
Total debt securities in an unrealized loss position	$	1,643,557	$	1,674,440	$	(1,509	)	$	(30,883	)

(A)

This amount is required to be recorded as OTTI through earnings. In measuring the portion of credit losses, New Residential estimates the expected cash flow for each of the securities. This evaluation includes a review of the credit status and the performance of the collateral supporting those securities, including the credit of the issuer, key terms of the securities and the effect of local, industry and broader economic trends. Significant inputs in estimating the cash flows include New Residential’s expectations of prepayment rates, default rates and loss severities. Credit losses are measured as the decline in the present value of the expected future cash flows discounted at the investment’s effective interest rate.


(B)	This amount represents unrealized losses on securities that are due to non-credit factors and recorded through other comprehensive income.


(C)	A portion of securities New Residential intends to sell have a fair value equal to their amortized cost basis after impairment, and, therefore do no t have unrealized losses reflected in other comprehensive income as of September 30, 2017 .

(D)

New Residential may, at times, be more likely than not to be required to sell certain securities for liquidity purposes. While the amount of the securities to be sold may be an estimate, and the securities to be sold have not yet been identified, New Residential must make its best estimate, which is subject to significant judgment regarding future events, and may differ materially from actual future sales.

The following table summarizes the activity related to credit losses on debt securities:



	Nine Months Ended September 30, 2017
Beginning balance of credit losses on debt securities for which a portion of an OTTI was recognized in other comprehensive income	$	15,495
Increases to credit losses on securities for which an OTTI was previously recognized and a portion of an OTTI was recognized in other comprehensive income	3,433
Additions for credit losses on securities for which an OTTI was not previously recognized	5,303
Reductions for securities for which the amount previously recognized in other comprehensive income was recognized in earnings because the entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis	—
Reduction for credit losses on securities for which no OTTI was recognized in other comprehensive income at the current measurement date	—
Reduction for securities sold during the period	(1,679		)
Ending balance of credit losses on debt securities for which a portion of an OTTI was recognized in other comprehensive income	$	22,552

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The table below summarizes the geographic distribution of the collateral securing New Residential’s Non-Agency RMBS:



	September 30, 2017				December 31, 2016
Geographic Location ^(A)	Outstanding Face Amount		Percentage of Total Outstanding		Outstanding Face Amount		Percentage of Total Outstanding
Western U.S.	$	4,571,310	38.5	%	$	2,757,424	38.3	%
Southeastern U.S.	2,826,743		23.8	%	1,635,596		22.7	%
Northeastern U.S.	2,354,645		19.8	%	1,426,519		19.8	%
Midwestern U.S.	1,258,005		10.6	%	778,372		10.8	%
Southwestern U.S.	851,851		7.2	%	557,033		7.7	%
Other ^(B)	19,582		0.1	%	47,274		0.7	%
	$	11,882,136	100.0	%	$	7,202,218	100.0	%


(A)	Excludes $24.5 million face amount of bonds backed by consumer loans as of September 30, 2017 and $100.0 million face amount of bonds backed by servicer advances as of December 31, 2016.


(B)	Represents collateral for which New Residential was unable to obtain geographic information.

New Residential evaluates the credit quality of its real estate securities, as of the acquisition date, for evidence of credit quality deterioration. As a result, New Residential identified a population of real estate securities for which it was determined that it was probable that New Residential would be unable to collect all contractually required payments. For securities acquired during the nine months ended September 30, 2017 , excluding residual and fair value option securities, the face amount of these real estate securities was $2,408.4 million , with total expected cash flows of $2,105.1 million and a fair value of $1,370.8 million on the dates that New Residential purchased the respective securities.

The following is the outstanding face amount and carrying value for securities, for which, as of the acquisition date, it was probable that New Residential would be unable to collect all contractually required payments, excluding residual and fair value option securities:



	Outstanding Face Amount		Carrying Value
September 30, 2017	$	4,862,764	$	3,140,510
December 31, 2016	2,951,498		1,871,466

The following is a summary of the changes in accretable yield for these securities:



	Nine Months Ended September 30, 2017
Balance at December 31, 2016	$	1,200,125
Additions	734,367
Accretion	(149,334		)
Reclassifications from (to) non-accretable difference	271,919
Disposals	(67,197		)
Balance at September 30, 2017	$	1,989,880

See Note 11 regarding the financing of real estate securities.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


8.	INVESTMENTS IN RESIDENTIAL MORTGAGE LOANS

Loans are accounted for based on New Residential’s strategy for the loan, and on whether the loan was credit-impaired at the date of acquisition. New Residential accounts for loans based on the following categories:


•	Loans Held-for-Investment (which may include PCD Loans)


•	Loans Held-for-Sale


•	Real Estate Owned (“REO”)

The following table presents certain information regarding New Residential’s residential mortgage loans outstanding by loan type, excluding REO:



	September 30, 2017															December 31, 2016
	Outstanding Face Amount		Carrying Value		Loan Count	Weighted Average Yield		Weighted Average Life (Years) ^(A)	Floating Rate Loans as a % of Face Amount		Loan to Value Ratio (“LTV”) ^(B)		Weighted Avg. Delinquency ^(C)		Weighted Average FICO ^(D)	Carrying Value
Loan Type
Reverse Mortgage Loans ^{(E) (F)}	$	—	$	—	—	—	%	—	—	%	—	%	—	%	N/A	$	—
Performing Loans ^(G)	556,361		507,300		8,079	8.0	%	5.6	18.7	%	78.8	%	7.6	%	651	—
Purchased Credit Deteriorated Loans ^(H)	264,183		194,927		2,258	7.1	%	3.0	14.4	%	81.5	%	79.3	%	597	190,761
Total Residential Mortgage Loans, held-for-investment	$	820,544	$	702,227	10,337	7.7	%	4.8	17.3	%	79.6	%	30.7	%	634	$	190,761

Reverse Mortgage Loans ^{(E) (F)}	$	19,207	$	9,342	51	7.2	%	4.3	13.6	%	135.1	%	81.6	%	N/A	$	11,468
Performing Loans ^{(G) (I)}	779,618		791,134		11,139	4.0	%	4.9	16.4	%	65.8	%	3.4	%	663	175,194
Non-Performing Loans ^{(H) (I)}	820,912		626,275		5,228	5.5	%	4.3	21.4	%	97.0	%	60.0	%	583	510,003
Total Residential Mortgage Loans, held-for-sale	$	1,619,737	$	1,426,751	16,418	4.8	%	4.6	18.9	%	82.4	%	33.0	%	622	$	696,665


(A)	The weighted average life is based on the expected timing of the receipt of cash flows.


(B)	LTV refers to the ratio comparing the loan’s unpaid principal balance to the value of the collateral property.


(C)	Represents the percentage of the total principal balance that is 60+ days delinquent.


(D)	The weighted average FICO score is based on the weighted average of information updated and provided by the loan servicer on a monthly basis.


(E)	Represents a 70% participation interest that New Residential holds in a portfolio of reverse mortgage loans. The average loan balance outstanding based on total UPB was $0.5 million . Approximately 59% of these loans have reached a termination event. As a result of the termination event, each such loan has matured and the borrower can no longer make draws on these loans.


(F)	FICO scores are not used in determining how much a borrower can access via a reverse mortgage loan.


(G)	Performing loans are generally placed on nonaccrual status when principal or interest is 120 days or more past due.


(H)	Includes loans with evidence of credit deterioration since origination where it is probable that New Residential will not collect all contractually required principal and interest payments. As of September 30, 2017 , New Residential has placed Non-Performing Loans, held-for-sale on nonaccrual status, except as described in (I) below.


(I)	Includes $34.9 million and $70.6 million UPB of Ginnie Mae EBO performing and non-performing loans, respectively, on accrual status as contractual cash flows are guaranteed by the FHA.

New Residential generally considers the delinquency status, loan-to-value ratios, and geographic area of residential mortgage loans as its credit quality indicators. Delinquency status is a primary credit quality indicator as loans that are more than 60 days past due provide an early warning of borrowers who may be experiencing financial difficulties. Current LTV ratio is an indicator of the potential loss severity in the event of default. Finally, the geographic distribution of the loan collateral also provides insight as to the credit quality of the portfolio, as factors such as the regional economy, home price changes and specific events will affect credit quality.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The table below summarizes the geographic distribution of the underlying residential mortgage loans:



	Percentage of Total Outstanding Unpaid Principal Amount
State Concentration	September 30, 2017		December 31, 2016
New York	13.5	%	16.7	%
Florida	7.7	%	11.4	%
California	11.9	%	10.3	%
New Jersey	5.8	%	9.6	%
Texas	6.1	%	3.9	%
Illinois	3.9	%	4.0	%
Pennsylvania	3.2	%	2.9	%
Massachusetts	3.1	%	3.5	%
Maryland	2.9	%	4.7	%
Washington	1.9	%	2.8	%
Other U.S.	40.0	%	30.2	%
	100.0	%	100.0	%

See Note 11 regarding the financing of residential mortgage loans and related assets.

Call Rights

New Residential has executed calls with respect to the following Non-Agency RMBS trusts and purchased performing and non-performing residential mortgage loans and REO assets contained in such trusts prior to their termination. In certain cases, New Residential sold portions of the purchased loans through securitizations, and retained bonds issued by such securitizations. In addition, New Residential received par on the securities issued by the called trusts which it owned prior to such trusts’ termination. The following table summarizes these transactions (dollars in millions).



		Securities Owned Prior				Assets Acquired							Loans Sold ^(C)				Retained Bonds		Retained Assets ^(C)
Date of Call ^(A)	Number of Trusts Called	Face Amount		Amortized Cost Basis		Loan UPB		Loan Price ^(B)		REO & Other Price ^(B)		Date of Securitization	UPB		Gain (Loss)		Basis		Loan UPB		Loan Price		REO & Other Price
January 2017	2	$	49.3	$	43.6	$	98.8	$	96.7	$	7.5	N/A ^(C)	N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)
February 2017	31	60.9		40.1		882.0		895.5		10.1		March 2017	$	773.8	$	2.1	$	81.9	$	105.9	$	90.1	$	10.8
March 2017	12	—		—		222.4		228.8		0.4		N/A ^(C)	N/A ^(C)		N/A ^(C)		N/A ^(C)		27.7		25.7		0.4
April 2017	—	—		—		—		—		—		April 2017	668.0		10.3		76.1		—		—		—
April 2017	14	9.8		6.3		376.9		378.8		5.9		N/A ^(C)	N/A ^(C)		N/A ^(C)		N/A ^(C)		62.5		55.7		5.9
May 2017	15	26.4		16.9		420.5		424.4		3.7		June 2017 ^#1	716.0		5.7		68.4		47.6		40.5		3.7
June 2017	20	1.0		0.5		534.8		549.8		0.8		June 2017 ^#2	497.6		10.3		58.4		34.9		40.4		0.8
June 2017	3	28.2		17.3		101.7		106.6		1.9		N/A ^(C)	N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)
July 2017	22	19.9		15.7		358.5		360.5		1.7		July 2017	339.3		2.7		25.7		18.3		18.6		1.7
September 2017	21	120.6		95.1		583.7		593.2		5.3		N/A ^(C)	N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)		N/A ^(C)


(A)	Any related securitization may occur on the same or a subsequent date, depending on market conditions and other factors.


(B)	Price includes par amount paid for all underlying residential mortgage loans of the trusts, plus the basis of the exercised call rights, plus advances and costs incurred (including MSR Fund Payments, as defined in Note 15) in exercising such call rights.

(C)

Loans were sold through a securitization which was treated as a sale for accounting purposes. Retained assets are reflected as of the date of the relevant securitization. The securitization that occurred in April 2017 primarily included loans from the March 2017 calls and other acquired loans. The June 2017 ^#1 securitization primarily included loans from the April 2017 and May 2017 calls, but also included $31.1 million of previously acquired loans. No loans from the January 2017 calls, no loans from the last three June 2017 calls and no loans from the September 2017 calls had been securitized by September 30, 2017 . In May 2017, certain reperforming residential mortgage loans were financed with a securitization which was not treated as a sale for accounting purposes (see Variable Interest Entities below and Note 11).

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Performing Loans

The following table provides past due information regarding New Residential’s Performing Loans, which is an important indicator of credit quality and the establishment of the allowance for loan losses:



September 30, 2017
Days Past Due	Delinquency Status ^(A)
Current	84.6	%
30-59	7.6	%
60-89	3.6	%
90-119 ^(B)	2.1	%
120+ ^(C)	2.1	%
	100.0	%


(A)	Represents the percentage of the total principal balance that corresponds to loans that are in each delinquency status.


(B)	Includes loans 90-119 days past due and still accruing interest because they are generally placed on nonaccrual status at 120 days or more past due.


(C)	Represents nonaccrual loans.

Activities related to the carrying value of residential mortgage loans held-for-investment were as follows:



	Performing Loans
Balance at December 31, 2016	$	—
Purchases/additional fundings	527,098
Proceeds from repayments	(23,704		)
Accretion of loan discount (premium) and other amortization ^(A)	4,387
Charge-offs	(481		)
Transfer of loans to other assets	—
Transfer of loans to real estate owned	—
Balance at September 30, 2017	$	507,300


(A)	Includes accelerated accretion of discount on loans paid in full and on loans transferred to other assets.

Activities related to the valuation and loss provision on reverse mortgage loans and allowance for loan losses on performing loans held-for-investment were as follows:



	Performing Loans
Balance at December 31, 2016	$	—
Provision for loan losses ^(A)	481
Charge-offs ^(B)	(481		)
Balance at September 30, 2017	$	—


(A)	Based on an analysis of collective borrower performance, credit ratings of borrowers, loan-to-value ratios, estimated value of the underlying collateral, key terms of the loans and historical and anticipated trends in defaults and loss severities at a pool level.


(B)	Loans, other than PCD loans, are generally charged off or charged down to the net realizable value of the collateral (i.e., fair value less costs to sell), with an offset to the allowance for loan losses, when available information confirms that loans are uncollectible.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Purchased Credit Deteriorated Loans

New Residential determined at acquisition that the PCD loans acquired would be aggregated into pools based on common risk characteristics (FICO score, delinquency status, collateral type, loan-to-value ratio). Loans aggregated into pools are accounted for as if each pool were a single loan with a single composite interest rate and an aggregate expectation of cash flows, including consideration of involuntary prepayments.

Activities related to the carrying value of PCD loans held-for-investment were as follows:



Balance at December 31, 2016	$	190,761
Purchases/additional fundings	58,884
Sales	—
Proceeds from repayments	(25,166		)
Accretion of loan discount and other amortization	14,898
Transfer of loans to real estate owned	(21,370		)
Transfer of loans to held-for-sale	(23,080		)
Balance at September 30, 2017	$	194,927

The following is the unpaid principal balance and carrying value for loans, for which, as of the acquisition date, it was probable that New Residential would be unable to collect all contractually required payments:



	Unpaid Principal Balance		Carrying Value
September 30, 2017	$	264,183	$	194,927
December 31, 2016	203,673		190,761

The following is a summary of the changes in accretable yield for these loans:



Balance at December 31, 2016	$	23,688
Additions	21,454
Accretion	(14,898		)
Reclassifications from non-accretable difference ^(A)	24,075
Disposals ^(B)	(1,507		)
Transfer of loans to held-for-sale ^(C)	—
Balance at September 30, 2017	$	52,812


(A)	Represents a probable and significant increase in cash flows previously expected to be uncollectible.


(B)	Includes sales of loans or foreclosures, which result in removal of the loan from the PCD loan pool at its carrying amount.


(C)	Represents loans not initially acquired with the intent to sell for which New Residential determined that it no longer has the intent to hold for the foreseeable future, or until maturity or payoff.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Loans Held-for-Sale

Activities related to the carrying value of loans held-for-sale were as follows:



	For the Nine Months Ended September 30, 2017
	Loans Held-for-Sale
Balance at December 31, 2016	$	696,665
Purchases ^(A)	4,146,740
Transfer of loans from held-for-investment ^(B)	23,080
Sales	(3,267,595		)
Transfer of loans to other assets ^(C)	(13,976		)
Transfer of loans to real estate owned	(53,254		)
Proceeds from repayments	(85,746		)
Valuation (provision) reversal on loans ^(D)	(19,163		)
Balance at September 30, 2017	$	1,426,751


(A)	Represents loans acquired with the intent to sell.


(B)	Represents loans not initially acquired with the intent to sell for which New Residential determined that it no longer has the intent to hold for the foreseeable future, or until maturity or payoff.


(C)	Represents loans for which foreclosure has been completed and for which New Residential has made, or intends to make, a claim with the governmental agency that has guaranteed the loans that are now recognized as claims receivable in Other Assets (Note 2).


(D)	Represents the fair value adjustments to loans upon transfer to held-for-sale and provision recorded on certain purchased held-for-sale loans, including an aggregate of $21.6 million of provision related to the call transactions executed during the nine months ended September 30, 2017 .

Real estate owned (REO)

New Residential recognizes REO assets at the completion of the foreclosure process or upon execution of a deed in lieu of foreclosure with the borrower. REO assets are managed for prompt sale and disposition at the best possible economic value.



	Real Estate Owned
Balance at December 31, 2016	$	59,591
Purchases	25,667
Transfer of loans to real estate owned	91,414
Sales	(70,652		)
Valuation (provision) reversal on REO	1,261
Balance at September 30, 2017	$	107,281

As of September 30, 2017 , New Residential had residential mortgage loans that were in the process of foreclosure with an unpaid principal balance of $406.8 million .

In addition, New Residential has recognized $43.3 million in unpaid claims receivable from FHA on Ginnie Mae early buy-out (“EBO”) loans and reverse mortgage loans for which foreclosure has been completed and for which New Residential has made, or intends to make, a claim.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Variable Interest Entities

New Residential formed entities (the “RPL Borrowers”) that issued securitized debt collateralized by reperforming residential mortgage loans. The RPL Borrowers are VIEs of which subsidiaries of New Residential are the primary beneficiaries, as a result of controlling the related optional redemption feature and owning certain notes issued by the RPL Borrowers. The following table presents information on the combined assets and liabilities related to these consolidated VIEs.



	As of
	September 30, 2017
Assets
Residential mortgage loans	$	193,010
Other assets	—
Total assets ^(A)	$	193,010
Liabilities
Notes and bonds payable ^(B)	$	189,843
Accounts payable and accrued expenses	16
Total liabilities ^(A)	$	189,859


(A)	The creditors of the RPL Borrowers do not have recourse to the general credit of New Residential, and the assets of the RPL Borrowers are not directly available to satisfy New Residential’s obligations.


(B)	Includes $78.2 million of bonds retained by New Residential issued by these VIEs.

As described in “Call Rights” above, New Residential has issued securitizations which were treated as sales under GAAP. New Residential has no obligation to repurchase any loans from these securitizations and its exposure to loss is limited to the carrying amount of its retained interests in the securitization entities. These securitizations are conducted through variable interest entities, of which New Residential is not the primary beneficiary. The following table summarizes certain characteristics of the underlying residential mortgage loans, and related financing, in these securitizations as of September 30, 2017 :



Residential mortgage loan UPB	$	4,701,889
Weighted average delinquency ^(A)	1.64		%
Net credit losses for the nine months ended September 30, 2017	$	4,943
Face amount of debt held by third parties ^(B)	$	4,453,838

Carrying value of bonds retained by New Residential	$	400,793
Cash flows received by New Residential on these bonds for the nine months ended September 30, 2017	$	63,064


(A)	Represents the percentage of the UPB that is 60 + days delinquent.


(B)	Excludes bonds retained by New Residential.


9.	INVESTMENTS IN CONSUMER LOANS

In April 2013, New Residential completed, through newly formed limited liability companies (together, the “Consumer Loan Companies”), a co-investment in a portfolio of consumer loans. The portfolio included personal unsecured loans and personal homeowner loans originated through subsidiaries of HSBC Finance Corporation. New Residential acquired 30% membership interests in each of the Consumer Loan Companies. Of the remaining 70% of the membership interests, OneMain acquired 47% and funds managed by Blackstone Tactical Opportunities Advisors L.L.C. acquired 23% . OneMain acted as the managing member of the Consumer Loan Companies. OneMain is the servicer of the loans and provides all servicing and advancing functions for the portfolio.

In 2014, the Consumer Loan Companies refinanced the portfolio, resulting in proceeds in excess of the refinanced debt which were distributed to the respective co-investors. This reduced New Residential’s basis in the consumer loans investment to $0.0

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

million and resulted in a gain. Subsequent to this refinancing, New Residential discontinued recording its share of the underlying earnings of the Consumer Loan Companies.

Prior to March 31, 2016, New Residential accounted for its investment in the Consumer Loan Companies pursuant to the equity method of accounting because it could exercise significant influence over the Consumer Loan Companies, but the requirements for consolidation were not met. New Residential’s share of earnings and losses in these equity method investees was included in “Earnings from investments in consumer loans, equity method investees” on the Condensed Consolidated Statements of Income. Equity method investments were included in “Investments in consumer loans, equity method investees” on the Condensed Consolidated Balance Sheets.

On March 31, 2016, certain of New Residential’s indirect wholly owned subsidiaries (collectively, the “NRZ SpringCastle Buyers”) entered into a Purchase Agreement (the “SpringCastle Purchase Agreement”) primarily with (i) certain direct or indirect wholly owned subsidiaries of OneMain (the “SpringCastle Sellers”), (ii) BTO Willow Holdings II, L.P. and Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P. (together, the “Blackstone SpringCastle Buyers,” and the Blackstone SpringCastle Buyers together with the NRZ SpringCastle Buyers, collectively, the “SpringCastle Buyers”). Pursuant to the SpringCastle Purchase Agreement, the SpringCastle Sellers sold their collective 47% limited liability company interests in the Consumer Loan Companies to the SpringCastle Buyers (the “SpringCastle Transaction”).

Pursuant to the SpringCastle Purchase Agreement, the NRZ SpringCastle Buyers collectively acquired an additional 23.5% limited liability company interest in the Consumer Loan Companies (representing 50% of the limited liability company interests being sold by the SpringCastle Sellers in the SpringCastle Transaction) and the Blackstone SpringCastle Buyers acquired the other 50% of the limited liability company interests being sold in the SpringCastle Transaction.

Following the SpringCastle Transaction, New Residential, through the NRZ SpringCastle Buyers, owns 53.5% of the limited liability company interests in the Consumer Loan Companies and the Blackstone SpringCastle Buyers, collectively with their affiliates, own the remaining 46.5% interests in the Consumer Loan Companies. As a result of the SpringCastle Transaction, New Residential obtained a controlling financial interest in, and consolidates, the Consumer Loan Companies.

In 2016, New Residential agreed to purchase newly originated consumer loans from a third party (“Consumer Loan Seller”). In the aggregate, as of December 31, 2016, New Residential had purchased $177.4 million UPB of loans for an aggregate purchase price of $176.2 million from Consumer Loan Seller. These loans are not held in the Consumer Loan Companies and have been designated as performing consumer loans, held-for-investment.

Upon acquisition, consumer loans are accounted for based on New Residential’s strategy for the loan, and on whether the loan was credit impaired at the date of acquisition. New Residential determined that it has the intent and ability to hold the consumer loans for the foreseeable future and accounts for consumer loans based on the following categories:


•	Loans Held-for-Investment:


◦	Performing Loans


◦	PCD Loans

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The following table summarizes the investment in consumer loans, held-for-investment held by New Residential:



	Unpaid Principal Balance		Interest in Consumer Loans		Carrying Value		Weighted Average Coupon		Weighted Average Expected Life (Years) ^(A)	Weighted Average Delinquency ^(B)
September 30, 2017
Consumer Loan Companies
Performing Loans	$	1,064,345	53.5	%	$	1,111,493	18.7	%	3.8	5.7	%
Purchased Credit Deteriorated Loans ^(C)	302,093		53.5	%	254,005		16.3	%	3.4	12.4	%
Other - Performing Loans	106,535		100.0	%	102,435		14.2	%	1.1	3.4	%
Total Consumer Loans, held-for-investment	$	1,472,973			$	1,467,933	17.9	%	3.5	6.9	%
December 31, 2016
Consumer Loan Companies
Performing Loans	$	1,275,121	53.5	%	$	1,321,825	18.7	%	4.2	6.3	%
Purchased Credit Deteriorated Loans ^(C)	371,261		53.5	%	316,532		16.6	%	3.6	14.0	%
Other - Performing Loans	163,570		100.0	%	161,129		14.2	%	1.5	0.3	%
Total Consumer Loans, held-for-investment	$	1,809,952			$	1,799,486	17.9	%	3.8	7.3	%


(A)	Represents the weighted average expected timing of the receipt of expected cash flows for this investment.


(B)	Represents the percentage of the total unpaid principal balance that is 30+ days delinquent. Delinquency status is the primary credit quality indicator as it provides early warning of borrowers who may be experiencing financial difficulties.


(C)	Includes loans with evidence of credit deterioration since origination where it is probable that New Residential will not collect all contractually required principal and interest payments, which are accounted for as PCD loans.

See Note 11 regarding the financing of consumer loans.

Performing Loans

The following table provides past due information regarding New Residential’s performing consumer loans, held-for-investment, which is an important indicator of credit quality and the establishment of the allowance for loan losses:



September 30, 2017
Days Past Due	Delinquency Status ^(A)
Current	94.5	%
30-59	2.2	%
60-89	1.3	%
90-119 ^(B)	0.8	%
120+ ^{(B) (C)}	1.2	%
	100.0	%


(A)	Represents the percentage of the total unpaid principal balance that corresponds to loans that are in each delinquency status.


(B)	Includes loans more than 90 days past due and still accruing interest.


(C)	Interest is accrued up to the date of charge-off at 180 days past due.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Activities related to the carrying value of performing consumer loans, held-for-investment were as follows:



	Performing Loans
Balance at December 31, 2016	$	1,482,954
Purchases	—
Additional fundings ^(A)	41,930
Proceeds from repayments	(256,210		)
Accretion of loan discount and premium amortization, net	3,987
Gross charge-offs	(56,569		)
Additions to the allowance for loan losses, net	(2,164		)
Balance at September 30, 2017	$	1,213,928


(A)	Represents draws on consumer loans with revolving privileges.

Activities related to the allowance for loan losses on performing consumer loans, held-for-investment were as follows:



	Collectively Evaluated ^(A)			Individually Impaired ^(B)		Total
Balance at December 31, 2016	$	2,441		$	997	$	3,438
Provision (reversal) for loan losses	50,212			504		50,716
Net charge-offs ^(C)	(48,552		)	—		(48,552		)
Balance at September 30, 2017	$	4,101		$	1,501	$	5,602


(A)	Represents smaller-balance homogeneous loans that are not individually considered impaired and are evaluated based on an analysis of collective borrower performance, key terms of the loans and historical and anticipated trends in defaults and loss severities, and consideration of the unamortized acquisition discount.


(B)	Represents consumer loan modifications considered to be troubled debt restructurings (“TDRs”) as they provide concessions to borrowers, primarily in the form of interest rate reductions, who are experiencing financial difficulty. As of September 30, 2017 , there are $9.5 million in UPB and $9.6 million in carrying value of consumer loans classified as TDRs.


(C)	Consumer loans, other than PCD loans, are charged off when available information confirms that loans are uncollectible, which is generally when they become 180 days past due. Charge-offs are presented net of $8.0 million in recoveries of previously charged-off UPB.

Purchased Credit Deteriorated Loans

A portion of the consumer loans are considered PCD loans. Activities related to the carrying value of PCD consumer loans, held-for-investment were as follows:



Balance at December 31, 2016	$	316,532
(Allowance) reversal for loan losses ^(A)	3,013
Proceeds from repayments	(96,684		)
Accretion of loan discount and other amortization	31,144
Balance at September 30, 2017	$	254,005


(A)	An allowance represents the present value of cash flows expected at acquisition that are no longer expected to be collected. A reversal results from an increase to expected cash flows that reverses a prior allowance.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The following is the unpaid principal balance and carrying value for consumer loans, for which, as of the acquisition date, it was probable that New Residential would be unable to collect all contractually required payments:



	Unpaid Principal Balance		Carrying Value
September 30, 2017	$	302,093	$	254,005
December 31, 2016	371,261		316,532

The following is a summary of the changes in accretable yield for these loans:



Balance at December 31, 2016	$	167,928
Accretion	(31,144		)
Reclassifications to non-accretable difference ^(A)	(902		)
Balance at September 30, 2017	$	135,882


(A)	Represents a probable and significant decrease in cash flows previously expected to be collectible.

Noncontrolling Interests

Others’ interests in the equity of the Consumer Loan Companies is computed as follows:



	September 30, 2017			December 31, 2016
Total Consumer Loan Companies equity	$	73,720		$	75,311
Others’ ownership interest	46.5		%	46.5		%
Others’ interests in equity of consolidated subsidiary	$	34,276		$	35,020

Others’ interests in the Consumer Loan Companies’ net income (loss) is computed as follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net Consumer Loan Companies income (loss)	$	26,616		$	28,655		$	74,580		$	60,118
Others’ ownership interest as a percent of total	46.5		%	46.5		%	46.5		%	46.5		%
Others’ interest in net income (loss) of consolidated subsidiaries	$	12,376		$	13,325		$	34,679		$	27,955

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Variable Interest Entities

The Consumer Loan Companies consolidate certain entities that issued securitized debt collateralized by the consumer loans (the “Consumer Loan SPVs”). The Consumer Loan SPVs are VIEs of which the Consumer Loan Companies are the primary beneficiaries. The following table presents information on the combined assets and liabilities related to these consolidated VIEs.



	As of
	September 30, 2017
Assets
Consumer loans, held-for-investment	$	1,365,498
Restricted cash	11,965
Accrued interest receivable	19,890
Total assets ^(A)	$	1,397,353
Liabilities
Notes and bonds payable ^(B)	$	1,364,186
Accounts payable and accrued expenses	4,834
Total liabilities ^(A)	$	1,369,020


(A)	The creditors of the Consumer Loan SPVs do not have recourse to the general credit of New Residential, and the assets of the Consumer Loan SPVs are not directly available to satisfy New Residential’s obligations.


(B)	Includes $121.0 million of bonds retained by New Residential issued by these VIEs.

Equity Method Investees

In February 2017, New Residential completed a co-investment, through a newly formed entity, PF LoanCo Funding LLC (“LoanCo”), to purchase up to $5.0 billion worth of newly originated consumer loans from Consumer Loan Seller over a two year term. New Residential, along with three co-investors, each acquired 25% membership interests in LoanCo. New Residential will account for its investment in LoanCo pursuant to the equity method of accounting because it can exercise significant influence over LoanCo but the requirements for consolidation are not met. New Residential’s investment in LoanCo is recorded as Investment in Consumer Loans, Equity Method Investees. LoanCo has elected to account for its investments in consumer loans at fair value. New Residential has elected to record LoanCo’s activity on a one month lag.

In addition, New Residential and the LoanCo co-investors agreed to purchase warrants to purchase up to 177.7 million shares of Series F convertible preferred stock in the Consumer Loan Seller’s parent company (ParentCo), which were valued at approximately $75.0 million in the aggregate as of February 2017, through a newly formed entity, PF WarrantCo Holdings, LP (“WarrantCo”). New Residential acquired a 23.57% interest in WarrantCo, the remaining interest being acquired by three co-investors. WarrantCo has agreed to purchase a pro rata portion of the warrants each time LoanCo closes on a portion of its consumer loan purchase agreement from Consumer Loan Seller. The holder of the warrants has the option to purchase an equivalent number of shares of Series F convertible preferred stock in ParentCo at a price of $0.01 per share. Warrantco is vested in the warrants to purchase an aggregate of 51.2 million Series F convertible preferred stock in ParentCo as of August 31, 2017 . The Series F convertible preferred stock holders have the right to convert such preferred stock to common stock at any time, are entitled to the number of votes equal to the number of shares of common stock into which such shares of convertible preferred stock could be converted, and will have liquidation rights in the event of liquidation. New Residential will account for its investment in WarrantCo pursuant to the equity method of accounting because it can exercise significant influence over WarrantCo but the requirements for consolidation are not met. New Residential’s investment in WarrantCo is recorded as Investment in Consumer Loans, Equity Method Investees. WarrantCo has elected to account for its investments in warrants at fair value. New Residential has elected to record WarrantCo’s activity on a one month lag.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The following tables summarize the investment in LoanCo and WarrantCo held by New Residential:



	September 30, 2017 ^(A)
Consumer loans, at fair value	$	231,839
Warrants	32,500
Other assets	55,821
Warehouse financing	(149,185		)
Other liabilities	(942		)
Equity	$	170,033
New Residential’s investment	$	42,044
New Residential’s ownership	24.7		%



	Three Months Ended September 30, 2017 ^(A)			Nine Months Ended September 30, 2017 ^(A)
Interest income	$	12,276		$	25,105
Interest expense	(2,635		)	(5,768		)
Change in fair value of consumer loans and warrants	12,475			16,030
Gain on sale of consumer loans ^(B)	6,928			18,778
Other expenses	(1,459		)	(3,039		)
Net income	$	27,585		$	51,106
New Residential’s equity in net income	$	6,769		$	12,649
New Residential’s ownership	24.5		%	24.8		%


(A)	Data as of, and for the periods ended, August 31, 2017 , as a result of the one month reporting lag.


(B)	During the nine months ended September 30, 2017 , LoanCo sold, through securitizations which were treated as sales for accounting purposes, $1.1 billion in UPB of consumer loans. LoanCo retained $121.3 million of residual interests in the securitizations and distributed them to the LoanCo co-investors, including New Residential.

The following is a summary of LoanCo’s consumer loan investments:



	Unpaid Principal Balance		Interest in Consumer Loans		Carrying Value		Weighted Average Coupon		Weighted Average Expected Life (Years) ^(A)	Weighted Average Delinquency ^(B)
September 30, 2017 ^(C)	$	231,839	25.0	%	$	231,839	16.4	%	1.4	0.3	%


(A)	Represents the weighted average expected timing of the receipt of expected cash flows for this investment.


(B)	Represents the percentage of the total unpaid principal balance that is 30+ days delinquent. Delinquency status is the primary credit quality indicator as it provides early warning of borrowers who may be experiencing financial difficulties.


(C)	Data as of August 31, 2017 as a result of the one month reporting lag.

New Residential’s investment in LoanCo and WarrantCo changed as follows:



	Nine Months Ended September 30, 2017
Balance at beginning of period	$	—
Contributions to equity method investees	344,902
Distributions of earnings from equity method investees	(4,291		)
Distributions of capital from equity method investees	(306,938		)
Earnings from investments in consumer loans, equity method investees	12,649
Balance at end of period	$	46,322

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


10.	DERIVATIVES

As of September 30, 2017 , New Residential’s derivative instruments included economic hedges that were not designated as hedges for accounting purposes. New Residential uses economic hedges to hedge a portion of its interest rate risk exposure. Interest rate risk is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, as well as other factors. New Residential’s credit risk with respect to economic hedges is the risk of default on New Residential’s investments that results from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments.

As of September 30, 2017 , New Residential held to-be-announced forward contract positions (“TBAs”) of $2.7 billion in a short notional amount of Agency RMBS and any amounts or obligations owed by or to New Residential are subject to the right of set-off with the TBA counterparty. New Residential’s net short position in TBAs was entered into as an economic hedge in order to mitigate New Residential’s interest rate risk on certain specified mortgage backed securities. As of September 30, 2017 , New Residential separately held TBAs of $1.7 billion in a long notional amount of Agency RMBS and any amounts or obligations owed by or to New Residential are subject to the right of set-off with the TBA counterparty. As part of executing these trades, New Residential has entered into agreements with its TBA counterparties that govern the transactions for the TBA purchases or sales made, including margin maintenance, payment and transfer, events of default, settlements, and various other provisions. New Residential has fulfilled all obligations and requirements entered into under these agreements.

New Residential’s derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets as follows:



	Balance Sheet Location	September 30, 2017		December 31, 2016
Derivative assets
Interest Rate Caps	Other assets	$	2,232	$	4,251
TBAs	Other assets	8,212		2,511
		$	10,444	$	6,762
Derivative liabilities
Interest Rate Swaps ^(A)	Accrued expenses and other liabilities	$	82	$	3,021
		$	82	$	3,021


(A)	Net of $5.6 million of related variation margin accounts.

The following table summarizes notional amounts related to derivatives:



	September 30, 2017		December 31, 2016
TBAs, short position ^(A)	$	2,731,000	$	3,465,500
TBAs, long position ^(A)	1,730,000		2,125,552
Interest Rate Caps ^(B)	897,500		1,185,000
Interest Rate Swaps ^(C)	3,713,500		3,640,000


(A)	Represents the notional amount of Agency RMBS, classified as derivatives.


(B)	Caps LIBOR at 0.50% for $550.0 million of notional, at 0.75% for $12.5 million of notional, at 2.00% for $185.0 million of notional, and at 4.00% for $150.0 million of notional. The weighted average maturity of the interest rate caps as of September 30, 2017 was 11 months.


(C)	Receive LIBOR and pay a fixed rate. The weighted average maturity of the interest rate swaps as of September 30, 2017 was 26 months and the weighted average fixed pay rate was 1.68% .

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The following table summarizes all income (losses) recorded in relation to derivatives:



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
Other income (loss), net ^(A)
TBAs	$	(657	)	$	10,502		$	880		$	(22	)
Interest Rate Caps	(1,083		)	463			(1,353		)	(3,683		)
Interest Rate Swaps	5,300			10,083			349			(11,407		)
	3,560			21,048			(124		)	(15,112		)
Gain (loss) on settlement of investments, net
TBAs	(16,579		)	(15,922		)	(45,989		)	(55,159		)
Interest Rate Caps	322			—			(240		)	(1,124		)
Interest Rate Swaps	(2,499		)	(3,003		)	(12,097		)	(7,416		)
	(18,756		)	(18,925		)	(58,326		)	(63,699		)
Total income (losses)	$	(15,196	)	$	2,123		$	(58,450	)	$	(78,811	)


(A)	Represents unrealized gains (losses).


11.	DEBT OBLIGATIONS

The following table presents certain information regarding New Residential’s debt obligations:



	September 30, 2017															December 31, 2016
									Collateral
Debt Obligations/Collateral	Outstanding Face Amount		Carrying Value ^(A)		Final Stated Maturity ^(B)	Weighted Average Funding Cost		Weighted Average Life (Years)	Outstanding Face		Amortized Cost Basis		Carrying Value		Weighted Average Life (Years)	Carrying Value ^(A)
Repurchase Agreements ^(C)
Agency RMBS ^(D)	$	1,846,934	$	1,846,934	Oct-17 to Nov-17	1.35	%	0.1	$	1,845,992	$	1,905,003	$	1,907,360	0.3	$	1,764,760
Non-Agency RMBS ^(E)	4,316,544		4,316,544		Oct-17 to Jan-18	2.76	%	0.1	11,050,796		5,024,799		5,404,713		7.7	2,654,242
Residential Mortgage Loans ^(F)	1,584,033		1,581,980		Oct-17 to Feb-19	3.75	%	0.3	2,136,065		1,907,212		1,890,819		4.3	686,412
Real Estate Owned ^(G)(H)	102,703		102,570		Oct-17 to Feb-19	3.57	%	0.5	N/A		N/A		145,939		N/A	85,217
Total Repurchase Agreements	7,850,214		7,848,028			2.64	%	0.1								5,190,631
Notes and Bonds Payable
Secured Corporate Notes ^(I)	583,686		583,415		Jun-19 to Jul-22	4.98	%	2.9	263,232,259		1,085,585		1,212,791		5.9	729,145
MSRs ^(J)	1,097,085		1,096,380		Feb-18 to Apr-22	5.28	%	2.3	223,999,150		1,949,608		2,145,609		6.2	—
Servicer Advances ^(K)	4,081,010		4,073,283		Nov-17 to Dec-21	3.29	%	2.2	4,297,775		4,591,210		4,680,637		4.5	5,549,872
Residential Mortgage Loans ^(L)	143,207		143,207		Oct-17 to Apr-20	3.61	%	2.5	234,686		184,639		184,639		7.9	8,271
Consumer Loans ^(M)	1,340,943		1,337,708		Dec-21 to Mar-24	3.35	%	3.2	1,472,792		1,473,353		1,467,752		3.5	1,700,211
Receivable from government agency ^(L)	2,974		2,974		Oct-17	3.78	%	1.1	N/A		N/A		2,792		N/A	3,106
Total Notes and Bonds Payable	7,248,905		7,236,967			3.75	%	2.5								7,990,605
Total/ Weighted Average	$	15,099,119	$	15,084,995		3.17	%	1.3								$	13,181,236


(A)	Net of deferred financing costs.


(B)	All debt obligations with a stated maturity of October 2017 were refinanced, extended or repaid.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


(C)	These repurchase agreements had approximately $18.4 million of associated accrued interest payable as of September 30, 2017 .


(D)	All of the Agency RMBS repurchase agreements have a fixed rate. Collateral amounts include approximately $1.8 billion of related trade and other receivables.


(E)	All of the Non-Agency RMBS repurchase agreements have LIBOR-based floating interest rates. This includes repurchase agreements of $160.3 million on retained servicer advance and consumer loan bonds.


(F)	All of these repurchase agreements have LIBOR-based floating interest rates.


(G)	All of these repurchase agreements have LIBOR-based floating interest rates.


(H)	Includes financing collateralized by receivables including claims from FHA on Ginnie Mae EBO loans for which foreclosure has been completed and for which New Residential has made or intends to make a claim on the FHA guarantee.

(I)

Includes $213.7 million of corporate loans which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 3.75% , and includes $370.0 million of corporate loans which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 3.75% . The outstanding face amount of the collateral represents the UPB of the residential mortgage loans underlying the Excess MSRs that secure these notes.

(J)

Includes $290.0 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 4.25% , $232.9 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 3.75% , $74.0 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 3.50% , and $500.2 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 4.00% . The outstanding face amount of the collateral represents the UPB of the residential mortgage loans underlying the MSRs and mortgage servicing rights financing receivable that secure these notes.

(K)

$3.8 billion face amount of the notes have a fixed rate while the remaining notes bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR or a cost of funds rate, as applicable, and (ii) a margin ranging from 1.9% to 2.4% . Collateral includes Servicer Advance Investments, as well as servicer advances receivable related to the mortgage servicing rights and mortgage servicing rights financing receivables owned by NRM.


(L)	Represents: (i) a $10.8 million note payable to Nationstar that bears interest equal to one-month LIBOR plus 2.88% and (ii) $135.4 million of asset-backed notes held by third parties which bear interest equal to 3.60% .

(M)

Includes the SpringCastle debt, which is comprised of the following classes of asset-backed notes held by third parties: $1.0 billion UPB of Class A notes with a coupon of 3.05% and a stated maturity date in November 2023; $210.8 million UPB of Class B notes with a coupon of 4.10% and a stated maturity date in March 2024; $18.3 million UPB of Class C-1 notes with a coupon of 5.63% and a stated maturity date in March 2024; $18.3 million UPB of Class C-2 notes with a coupon of 5.63% and a stated maturity date in March 2024. Also includes a $86.3 million face amount note collateralized by newly originated consumer loans which bears interest equal to 4.00% .

As of September 30, 2017 , New Residential had no outstanding repurchase agreements where the amount at risk with any individual counterparty or group of related counterparties exceeded 10% of New Residential’s stockholders' equity. The amount at risk under repurchase agreements is defined as the excess of carrying amount (or market value, if higher than the carrying amount) of the securities or other assets sold under agreement to repurchase, including accrued interest plus any cash or other assets on deposit to secure the repurchase obligation, over the amount of the repurchase liability (adjusted for accrued interest).

General

Certain of the debt obligations included above are obligations of New Residential’s consolidated subsidiaries, which own the related collateral. In some cases, such collateral is not available to other creditors of New Residential.

New Residential has margin exposure on $7.9 billion of repurchase agreements as of September 30, 2017 . To the extent that the value of the collateral underlying these repurchase agreements declines, New Residential may be required to post margin, which could significantly impact its liquidity.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Activities related to the carrying value of New Residential’s debt obligations were as follows:



	Excess MSRs			MSRs			Servicer Advances ^(A)			Real Estate Securities			Residential Mortgage Loans and REO			Consumer Loans			Total
Balance at December 31, 2016	$	729,145		$	—		$	5,549,872		$	4,419,002		$	783,006		$	1,700,211		$	13,181,236
Repurchase Agreements:
Borrowings	—			—			—			35,275,158			1,438,585			—			36,713,743
Repayments	—			—			—			(33,530,682		)	(526,536		)	—			(34,057,218		)
Capitalized deferred financing costs, net of amortization	—			—			—			—			871			—			871
Notes and Bonds Payable:
Borrowings	1,300,354			1,098,058			4,022,655			—			140,323			—			6,561,390
Repayments	(1,450,922		)	(973		)	(5,502,088		)	—			(5,518		)	(364,011		)	(7,323,512		)
Discount on borrowings, net of amortization	—			—			(156		)	—			—			1,335			1,179
Capitalized deferred financing costs, net of amortization	4,838			(705		)	3,000			—			—			173			7,306
Balance at September 30, 2017	$	583,415		$	1,096,380		$	4,073,283		$	6,163,478		$	1,830,731		$	1,337,708		$	15,084,995


(A)	New Residential net settles daily borrowings and repayments of the Notes and Bonds Payable on its servicer advances.

Maturities

New Residential’s debt obligations as of September 30, 2017 had contractual maturities as follows:



Year	Nonrecourse		Recourse		Total
October 1 through December 31, 2017	$	185,907	$	7,624,943	$	7,810,850
2018	829,678		832,334		1,662,012
2019	1,551,725		370,639		1,922,364
2020	511,622		—		511,622
2021	1,223,797		—		1,223,797
2022 and thereafter	1,254,602		713,872		1,968,474
	$	5,557,331	$	9,541,788	$	15,099,119

Borrowing Capacity

The following table represents New Residential’s borrowing capacity as of September 30, 2017 :



Debt Obligations / Collateral	Collateral Type	Borrowing Capacity		Balance Outstanding		Available Financing
Repurchase Agreements
Residential Mortgage Loans	Residential mortgage loans and REO	$	2,890,000	$	1,686,736	$	1,203,264
Notes and Bonds Payable
Secured Corporate Loan	Excess MSRs	750,000		370,000		380,000
MSRs	MSRs	700,000		596,898		103,102
Servicer Advances ^(A)	Servicer advances	2,339,192		1,474,512		864,680
Consumer Loans	Consumer loans	150,000		86,343		63,657
		$	6,829,192	$	4,214,489	$	2,614,703

(A)

New Residential’s unused borrowing capacity is available if New Residential has additional eligible collateral to pledge and meets other borrowing conditions as set forth in the applicable agreements, including any applicable advance rate. New Residential pays a 0.1% fee on the unused borrowing capacity. Excludes borrowing capacity and outstanding debt for retained Non-Agency bonds collateralized by servicer advances with a current face amount of $93.5 million .

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Certain of the debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by certain specified declines in our equity or failure to maintain a specified tangible net worth, liquidity, or indebtedness to tangible net worth ratio. New Residential was in compliance with all of its debt covenants as of September 30, 2017 .


12.	FAIR VALUE MEASUREMENT

The carrying values and fair values of New Residential’s assets and liabilities recorded at fair value on a recurring basis, as well as other financial instruments for which fair value is disclosed, as of September 30, 2017 were as follows:



					Fair Value
	Principal Balance or Notional Amount		Carrying Value		Level 1			Level 2		Level 3		Total
Assets
Investments in:
Excess mortgage servicing rights, at fair value ^(A)	$	228,173,728	$	1,178,308	$	—		$	—	$	1,178,308	$	1,178,308
Excess mortgage servicing rights, equity method investees, at fair value ^(A)	53,675,234		175,633		—			—		175,633		175,633
Mortgage servicing rights, at fair value ^(A)	177,285,425		1,702,749		—			—		1,702,749		1,702,749
Mortgage servicing rights financing receivable, at fair value	67,052,949		607,396		—		—	—		607,396		607,396
Servicer advance investments, at fair value	3,651,705		4,044,802		—			—		4,044,802		4,044,802
Real estate securities, available-for-sale	13,030,161		6,714,846		—			1,190,656		5,524,190		6,714,846
Residential mortgage loans, held-for-investment	820,544		702,227		—			—		713,665		713,665
Residential mortgage loans, held-for-sale	1,619,737		1,426,751		—			—		1,474,430		1,474,430
Consumer loans, held-for-investment	1,472,973		1,467,933		—			—		1,483,223		1,483,223
Derivative assets	5,358,500		10,444		—			10,444		—		10,444
Cash and cash equivalents	279,760		279,760		279,760			—		—		279,760
Restricted cash	152,047		152,047		152,047			—		—		152,047
Other assets	1,427,891		31,150		20,900			—		10,250		31,150
			$	18,494,046	$	452,707		$	1,201,100	$	16,914,646	$	18,568,453
Liabilities
Repurchase agreements	$	7,850,214	$	7,848,028	$	—		$	7,850,214	$	—	$	7,850,214
Notes and bonds payable	7,248,905		7,236,967		—			—		7,248,265		7,248,265
Derivative liabilities	3,713,500		82		—			82		—		82
			$	15,085,077	$	—		$	7,850,296	$	7,248,265	$	15,098,561


(A)	The notional amount represents the total unpaid principal balance of the residential mortgage loans underlying the MSRs and Excess MSRs. New Residential does not receive an excess mortgage servicing amount on non-performing loans in Agency portfolios.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

New Residential’s assets measured at fair value on a recurring basis using Level 3 inputs changed as follows:



	Level 3
	Excess MSRs ^(A)						Excess MSRs in Equity Method Investees ^(A)(B)			MSRs			Mortgage Servicing Rights Financing Receivable		Servicer Advance Investments			Non-Agency RMBS
	Agency			Non-Agency			Excess MSRs in Equity Method Investees ^(A)(B)			MSRs			Mortgage Servicing Rights Financing Receivable		Servicer Advance Investments			Non-Agency RMBS			Total
Balance at December 31, 2016	$	381,757		$	1,017,698		$	194,788		$	659,483		$	—	$	5,706,593		$	3,543,560		$	11,503,879
Transfers ^(C)
Transfers from Level 3	—			—			—			—			—		—			—			—
Transfers to Level 3	—			—			—			—			—		—			—			—
Gains (losses) included in net income
Included in other-than-temporary impairment on securities ^(D)	—			—			—			—			—		—			(8,736		)	(8,736		)
Included in change in fair value of investments in excess mortgage servicing rights ^(D)	(9,550		)	(23,100		)	—			—			—		—			—			(32,650		)
Included in change in fair value of investments in excess mortgage servicing rights, equity method investees ^(D)	—						6,056			—			—		—			—			6,056
Included in servicing revenue, net ^(E)	—			—			—			(81,986		)	—		—			—			(81,986		)
Included in change in fair value of investments in mortgage servicing rights financing receivable	—			—			—			—			75,828		—			—			75,828
Included in change in fair value of servicer advance investments	—						—			—			—		70,469			—			70,469
Included in gain (loss) on settlement of investments, net	—			1,993			—			—			—		9,327			18,426			29,746
Included in other income (loss), net ^(D)	1,755			193			—			—			—		—			340			2,288
Gains (losses) included in other comprehensive income ^(F)	—			—			—			—			—		—			259,313			259,313
Interest income	20,505			54,733			—			—			—		446,666			246,890			768,794
Purchases, sales and repayments
Purchases	—			—			—			1,125,252			467,118		9,328,137			2,418,381			13,338,888
Proceeds from sales	—			—			—			—			—		—			(166,400		)	(166,400		)
Proceeds from repayments	(60,618		)	(135,076		)	(25,211		)	—			—		(11,035,170		)	(787,584		)	(12,043,659		)
Ocwen Transaction (Note 5)	—			(71,982		)	—			—			64,450		(481,220		)	—			(488,752		)
Balance at September 30, 2017	$	333,849		$	844,459		$	175,633		$	1,702,749		$	607,396	$	4,044,802		$	5,524,190		$	13,233,078


(A)	Includes the recapture agreement for each respective pool.


(B)	Amounts represent New Residential’s portion of the Excess MSRs held by the respective joint ventures in which New Residential has a 50% interest.


(C)	Transfers are assumed to occur at the beginning of the respective period.


(D)	The gains (losses) recorded in earnings during the period are attributable to the change in unrealized gains (losses) relating to Level 3 assets still held at the reporting dates and realized gains (losses) recorded during the period.


(E)	The components of Servicing revenue, net are disclosed in Note 5.


(F)	These gains (losses) were included in net unrealized gain (loss) on securities in the Condensed Consolidated Statements of Comprehensive Income.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Investments in Excess MSRs, Excess MSRs Equity Method Investees and MSRs Valuation

The following table summarizes certain information regarding the weighted average inputs used in valuing the Excess MSRs owned directly and through equity method investees as of September 30, 2017 :



	Significant Inputs ^(A)
	Prepayment Rate ^(B)		Delinquency ^(C)		Recapture Rate ^(D)		Mortgage Servicing Amount or Excess Mortgage Servicing Amount (bps) ^(E)	Collateral Weighted Average Maturity (Years) ^(F)
Excess MSRs Directly Held (Note 4)
Agency
Original Pools	9.4	%	2.9	%	30.5	%	21	23
Recaptured Pools	7.2	%	3.7	%	22.9	%	22	25
Recapture Agreement	7.0	%	3.5	%	25.8	%	21	—
	8.7	%	3.1	%	28.5	%	21	23
Non-Agency ^(G)
Nationstar and SLS Serviced:
Original Pools	12.2	%	N/A		15.0	%	15	24
Recaptured Pools	7.0	%	N/A		19.8	%	22	24
Recapture Agreement	7.0	%	N/A		19.7	%	20	—
Ocwen Serviced Pools	9.2	%	N/A		—	%	14	26
	9.7	%	N/A		3.9	%	14	26
Total/Weighted Average--Excess MSRs Directly Held	9.4	%	3.1	%	10.9	%	16	25

Excess MSRs Held through Equity Method Investees (Note 4)
Agency
Original Pools	11.0	%	4.9	%	34.9	%	18	22
Recaptured Pools	7.4	%	4.6	%	24.3	%	23	24
Recapture Agreement	7.4	%	4.6	%	24.2	%	23	—
Total/Weighted Average--Excess MSRs Held through Investees	9.3	%	4.8	%	29.8	%	20	23

Total/Weighted Average--Excess MSRs All Pools	9.4	%	3.5	%	15.0	%	17	25

MSRs
Agency
Mortgage Servicing Rights ^(H)	10.2	%	0.9	%	25.7	%	27	21
Mortgage Servicing Rights Financing Receivable ^(H)	10.4	%	0.9	%	14.6	%	27	21
Non-Agency
Mortgage Servicing Rights Financing Receivable ^(H)	8.3	%	11.4	%	—	%	33	22


(A)	Weighted by fair value of the portfolio.


(B)	Projected annualized weighted average lifetime voluntary and involuntary prepayment rate using a prepayment vector.


(C)	Projected percentage of residential mortgage loans in the pool for which the borrower will miss its mortgage payments.


(D)	Percentage of voluntarily prepaid loans that are expected to be refinanced by the related servicer or subservicer, as applicable.

(E)

Weighted average total mortgage servicing amount, in excess of the basic fee as applicable, measured in basis points (bps). A weighted average cost of subservicing of $7.26 per loan per month was used to value the agency MSRs, including MSR Financing Receivables. A weighted average cost of subservicing of $12.57 per loan per month was used to value the non-agency MSRs, including MSR Financing Receivables.


(F)	Weighted average maturity of the underlying residential mortgage loans in the pool.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


(G)	For certain pools, the Excess MSR will be paid on the total UPB of the mortgage portfolio (including both performing and delinquent loans until REO). For these pools, no delinquency assumption is used.


(H)	For certain pools, recapture rate represents the expected recapture rate with the successor subservicer appointed by NRM.

As of September 30, 2017 , a weighted average discount rate of 9.7% was used to value New Residential’s investments in Excess MSRs (directly and through equity method investees). As of September 30, 2017 , a weighted average discount rate of 9.8% was used to value New Residential’s investments in MSRs and a weighted average discount rate of 10.4% was used to value New Residential’s investments in mortgage servicing rights financing receivable.

Servicer Advance Investments Valuation

The following table summarizes certain information regarding the inputs used in valuing the Servicer Advance Investments, including the basic fee component of the related MSRs:



	Significant Inputs
	Weighted Average
	Outstanding Servicer Advances to UPB of Underlying Residential Mortgage Loans		Prepayment Rate ^(A)		Delinquency		Mortgage Servicing Amount ^(B)		Discount Rate		Collateral Weighted Average Maturity (Years) ^(C)
September 30, 2017	1.8	%	10.1	%	13.2	%	17.2	bps	6.8	%	25.6


(A)	Projected annual weighted average lifetime voluntary and involuntary prepayment rate using a prepayment vector.


(B)	Mortgage servicing amount is net of 13.1 bps which represents the amount New Residential pays its servicers as a monthly servicing fee.


(C)	Weighted average maturity of the underlying residential mortgage loans in the pool.

Real Estate Securities Valuation

As of September 30, 2017 , New Residential’s securities valuation methodology and results are further detailed as follows:



					Fair Value
Asset Type	Outstanding Face Amount		Amortized Cost Basis		Multiple Quotes ^(A)		Single Quote ^(B)		Total		Level
Agency RMBS	$	1,123,553	$	1,195,281	$	1,190,656	$	—	$	1,190,656	2
Non-Agency RMBS ^(C)	11,906,608		5,136,883		5,516,426		7,764		5,524,190		3
Total	$	13,030,161	$	6,332,164	$	6,707,082	$	7,764	$	6,714,846

(A)

New Residential generally obtained pricing service quotations or broker quotations from two sources, one of which was generally the seller (the party that sold New Residential the security) for Non-Agency RMBS. New Residential evaluates quotes received and determines one as being most representative of fair value, and does not use an average of the quotes. Even if New Residential receives two or more quotes on a particular security that come from non-selling brokers or pricing services, it does not use an average because it believes using an actual quote more closely represents a transactable price for the security than an average level. Furthermore, in some cases there is a wide disparity between the quotes New Residential receives. New Residential believes using an average of the quotes in these cases would not represent the fair value of the asset. Based on New Residential’s own fair value analysis, it selects one of the quotes which is believed to more accurately reflect fair value. New Residential has not adjusted any of the quotes received in the periods presented. These quotations are generally received via email and contain disclaimers which state that they are “indicative” and not “actionable” — meaning that the party giving the quotation is not bound to actually purchase the security at the quoted price. New Residential’s investments in Agency RMBS are classified within Level 2 of the fair value hierarchy because the market for these securities is very active and market prices are readily observable.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

The third-party pricing services and brokers engaged by New Residential (collectively, “valuation providers”) use either the income approach or the market approach, or a combination of the two, in arriving at their estimated valuations of RMBS. Valuation providers using the market approach generally look at prices and other relevant information generated by market transactions involving identical or comparable assets. Valuation providers using the income approach create pricing models that generally incorporate such assumptions as discount rates, expected prepayment rates, expected default rates and expected loss severities. New Residential has reviewed the methodologies utilized by its valuation providers and has found them to be consistent with GAAP requirements. In addition to obtaining multiple quotations, when available, and reviewing the valuation methodologies of its valuation providers, New Residential creates its own internal pricing models for Level 3 securities and uses the outputs of these models as part of its process of evaluating the fair value estimates it receives from its valuation providers. These models incorporate the same types of assumptions as the models used by the valuation providers, but the assumptions are developed independently. These assumptions are regularly refined and updated at least quarterly by New Residential, and reviewed by its valuation group, which is separate from its investment acquisition and management group, to reflect market developments and actual performance.

For 81.8% of New Residential’s Non-Agency RMBS, the ranges of assumptions used by New Residential’s valuation providers are summarized in the table below. The assumptions used by New Residential’s valuation providers with respect to the remainder of New Residential’s Non-Agency RMBS were not readily available.

Fair Value

Discount Rate

Prepayment Rate ^(a)

CDR ^(b)

Loss Severity ^(c)

Non-Agency RMBS

4,521,531

2.07% to 32.75%

0.25% to 20.9%

0.1% to 9.00%

5.0 % to 100%


(a)	Represents the annualized rate of the prepayments as a percentage of the total principal balance of the pool.


(b)	Represents the annualized rate of the involuntary prepayments (defaults) as a percentage of the total principal balance of the pool.


(c)	Represents the expected amount of future realized losses resulting from the ultimate liquidation of a particular loan, expressed as the net amount of loss relative to the outstanding balance.


(B)	New Residential was unable to obtain quotations from more than one source on these securities. For approximately $7.3 million , the one source was the party that sold New Residential the security.


(C)	Includes New Residential’s investments in interest-only notes for which the fair value option for financial instruments was elected.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis; that is, they are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances, such as when there is evidence of impairment. For residential mortgage loans held-for-sale and foreclosed real estate accounted for as REO, New Residential applies the lower of cost or fair value accounting and may be required, from time to time, to record a nonrecurring fair value adjustment.

At September 30, 2017 , assets measured at fair value on a nonrecurring basis were $0.8 billion . The $0.8 billion of assets include approximately $754.4 million of residential mortgage loans held-for-sale and $73.8 million of REO. The fair value of New Residential’s residential mortgage loans, held-for-sale is estimated based on a discounted cash flow model analysis using internal pricing models and is categorized within Level 3 of the fair value hierarchy. The following table summarizes the inputs used in valuing these residential mortgage loans as of September 30, 2017 :



	Fair Value and Carrying Value		Discount Rate		Weighted Average Life (Years) ^(A)	Prepayment Rate		CDR ^(B)		Loss Severity ^(C)
Residential Mortgage Loans
Performing Loans	$	693,427	3.8	%	5.1	9.4	%	1.2	%	37.2	%
Non-Performing Loans	60,979		6.6	%	2.9	3.0	%	3.0	%	30.0	%
Total/Weighted Average	$	754,406	4.0	%	4.9	8.9	%	1.3	%	36.6	%


(A)	The weighted average life is based on the expected timing of the receipt of cash flows.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


(B)	Represents the annualized rate of the involuntary prepayments (defaults) as a percentage of the total principal balance.


(C)	Loss severity is the expected amount of future realized losses resulting from the ultimate liquidation of a particular loan, expressed as the net amount of loss relative to the outstanding loan balance.

The fair value of REO is estimated using a broker’s price opinion discounted based upon New Residential’s experience with actual liquidation values and, therefore, is categorized within Level 3 of the fair value hierarchy. These discounts to the broker price opinion generally range from 10% to 25% , depending on the information available to the broker.

The total change in the recorded value of assets for which a fair value adjustment has been included in the Condensed Consolidated Statement of Income for the nine months ended September 30, 2017 was an increase in net valuation allowance of approximately $18.3 million , consisting of an approximately $19.6 million increase for residential mortgage loans, offset by a reversal of prior valuation allowance of $1.3 million for REO.

Loans for Which Fair Value is Only Disclosed

The following table summarizes the inputs used in valuing certain loans as of September 30, 2017 :



	Carrying Value		Fair Value		Discount Rate		Weighted Average Life (Years) ^(A)	Prepayment Rate		CDR ^(B)		Loss Severity ^(C)
Reverse Mortgage Loans ^(D)	$	9,342	$	10,748	7.0	%	4.3	N/A		N/A		6.2	%
Performing Loans	605,007		602,544		7.7	%	5.3	4.2	%	2.6	%	41.9	%
Non-Performing Loans	760,223		820,397		5.8	%	4.0	3.4	%	2.9	%	34.0	%
Total/Weighted Average	$	1,374,572	$	1,433,689	6.6	%	4.6					37.3	%

Consumer Loans	$	1,467,933	$	1,483,223	9.0	%	3.5	22.3	%	6.3	%	86.9	%


(A)	The weighted average life is based on the expected timing of the receipt of cash flows.


(B)	Represents the annualized rate of the involuntary prepayments (defaults) as a percentage of the total principal balance.


(C)	Loss severity is the expected amount of future realized losses resulting from the ultimate liquidation of a particular loan, expressed as the net amount of loss relative to the outstanding loan balance.


(D)	Carrying value and fair value represent a 70% participation interest New Residential holds in the portfolio of reverse mortgage loans.

Derivative Valuation

New Residential enters into economic hedges including interest rate swaps, caps and TBAs, which are categorized as Level 2 in the valuation hierarchy. New Residential generally values such derivatives using quotations, similarly to the method of valuation used for New Residential’s other assets that are categorized as Level 2.

Liabilities for Which Fair Value is Only Disclosed

Repurchase agreements and notes and bonds payable are not measured at fair value. They are generally considered to be Level 2 and Level 3 in the valuation hierarchy, respectively, with significant valuation variables including the amount and timing of expected cash flows, interest rates and collateral funding spreads.

Short-term repurchase agreements and short-term notes and bonds payable have an estimated fair value equal to their carrying value due to their short duration and generally floating interest rates. Longer-term notes and bonds payable are valued based on internal models utilizing both observable and unobservable inputs.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


13.	EQUITY AND EARNINGS PER SHARE

Equity and Dividends

On January 26, 2017, New Residential’s board of directors declared a first quarter 2017 dividend of $0.48 per common share or $147.5 million , which was paid on April 28, 2017 to stockholders of record as of March 27, 2017.

On June 21, 2017, New Residential’s board of directors declared a second quarter 2017 dividend of $0.50 per common share or $153.7 million , which was paid on July 28, 2017 to stockholders of record as of July 3, 2017.

On September 22, 2017 , New Residential’s board of directors declared a third quarter 2017 dividend of $0.50 per common share or $153.7 million , which was paid on October 27, 2017 to stockholders of record as of October 2, 2017 .

In February 2017, New Residential issued 56.5 million shares of its common stock in a public offering at a price to the public of $15.00 per share for net proceeds of approximately $834.5 million . One of New Residential’s executive officers participated in this offering and purchased 18,600 shares at the public offering price. To compensate the Manager for its successful efforts in raising capital for New Residential, in connection with this offering, New Residential granted options to the Manager relating to 5.7 million shares of New Residential’s common stock at the public offering price, which had a fair value of approximately $8.1 million as of the grant date. The assumptions used in valuing the options were: a 2.38% risk-free rate, a 10.82% dividend yield, 28.64% volatility and a 10 -year term.

Approximately 2.4 million shares of New Residential’s common stock were held by Fortress, through its affiliates, and its principals at September 30, 2017 .

Option Plan

As of September 30, 2017 , New Residential’s outstanding options were summarized as follows:



Held by the Manager	16,128,730
Issued to the Manager and subsequently transferred to certain of the Manager’s employees	2,367,458
Issued to the independent directors	6,000
Total	18,502,188

The following table summarizes New Residential’s outstanding options as of September 30, 2017 . The last sales price on the New York Stock Exchange for New Residential’s common stock in the quarter ended September 30, 2017 was $16.73 per share.



Recipient	Date of Grant/ Exercise ^(A)	Number of Unexercised Options	Options Exercisable as of September 30, 2017	Weighted Average Exercise Price ^(B)		Intrinsic Value of Exercisable Options as of September 30, 2017 (millions)
Directors	Various	6,000	6,000	$	13.99	$	—
Manager ^(C)	2012	25,000	25,000	7.19		0.2
Manager ^(C)	2013	835,571	835,571	11.48		4.4
Manager ^(C)	2014	1,437,500	1,437,500	12.20		6.5
Manager ^(C)	2015	8,543,539	8,072,518	15.46		10.3
Manager ^(C)	2016	2,000,000	866,667	14.20		2.2
Manager ^(C)	2017	5,654,578	1,319,402	15.00		2.3
Outstanding		18,502,188	12,562,658


(A)	Options expire on the tenth anniversary from date of grant.


(B)	The exercise prices are subject to adjustment in connection with return of capital dividends.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


(C)	The Manager assigned certain of its options to Fortress’s employees as follows:



Date of Grant	Range of Exercise Prices	Total Unexercised Inception to Date
2014	$12.20	258,750
2015	$15.25 to $15.88	1,708,708
2016	$14.20	400,000
Total		2,367,458

The following table summarizes activity in New Residential’s outstanding options:



	Amount		Weighted Average Exercise Price
December 31, 2016 outstanding options	13,196,610
Options granted	5,654,578		$	15.00
Options exercised	—		$	—
Options expired unexercised	(349,000	)
September 30, 2017 outstanding options	18,502,188		See table above

Income and Earnings Per Share

New Residential is required to present both basic and diluted earnings per share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. New Residential’s common stock equivalents are its outstanding options. During the three and nine months ended September 30, 2017 , based on the treasury stock method, New Residential had 1,846,036 and 1,845,597 dilutive common stock equivalents outstanding. During the three and nine months ended September 30, 2016 , based on the treasury stock method, New Residential had 497,690 and 309,544 dilutive common stock equivalents outstanding.

Noncontrolling Interests

Noncontrolling interests is comprised of the interests held by third parties in consolidated entities that hold New Residential’s investments in Servicer Advances (Note 6) and Consumer Loans (Note 9).


14.	COMMITMENTS AND CONTINGENCIES

Litigation – Following the HLSS Acquisition, material potential claims, lawsuits, regulatory inquiries or investigations, and other proceedings, of which New Residential is currently aware, are as follows. New Residential has not accrued losses in connection with these legal contingencies because it does not believe there is a probable and reasonably estimable loss. Furthermore, New Residential cannot reasonably estimate the range of potential loss related to these legal contingencies at this time. However, the ultimate outcome of the proceedings described below may have a material adverse effect on New Residential’s business, financial position or results of operations.

In addition to the matters described below, from time to time, New Residential is or may be involved in various disputes, litigation and regulatory inquiry and investigation matters that arise in the ordinary course of business. Given the inherent unpredictability of these types of proceedings, it is possible that future adverse outcomes could have a material adverse effect on its financial results. New Residential is not aware of any unasserted claims that it believes are material and probable of assertion where the risk of loss is expected to be reasonably possible.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Ltd., et al. , No. 15-CV-1063 (S.D.N.Y.), filed on February 13, 2015. On April 2, 2015, these lawsuits were consolidated into a single action, which is referred to as the “Securities Action.” On April 28, 2015, lead plaintiffs, lead counsel and liaison counsel were appointed in the Securities Action. On November 9, 2015, lead plaintiffs filed an amended class action complaint. On January 27, 2016, the Securities Action was transferred to the United States District Court for the Southern District of Florida and given the Index No. 16-CV-60165 (S.D. Fla.).

The Securities Action names as defendants HLSS, former HLSS Chairman William C. Erbey, HLSS Director, President, and Chief Executive Officer John P. Van Vlack, and HLSS Chief Financial Officer James E. Lauter. The Securities Action asserts causes of action under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) based on certain public disclosures made by HLSS relating to its relationship with Ocwen and HLSS’s risk management and internal controls. More specifically, the consolidated class action complaint alleges that a series of statements in HLSS’s disclosures were materially false and misleading, including statements about (i) Ocwen’s servicing capabilities; (ii) HLSS’s contingencies and legal proceedings; (iii) its risk management and internal controls; and (iv) certain related party transactions. The consolidated class action complaint also appears to allege that HLSS’s financial statements for the years ended 2012 and 2013, and the first quarter ended March 30, 2014, were false and misleading based on HLSS’s August 18, 2014 restatement. Lead plaintiffs in the Securities Action also allege that HLSS misled investors by failing to disclose, among other things, information regarding governmental investigations of Ocwen’s business practices. Lead plaintiffs seek money damages under the Exchange Act in an amount to be proven at trial and reasonable costs, expenses, and fees. On February 11, 2015, defendants filed motions to dismiss the Securities Action in its entirety. On June 6, 2016, all allegations except those regarding certain related party transactions were dismissed.

On June 15, 2017, the court entered an order preliminarily approving a settlement of the Securities Action for $6 million , certifying a settlement class, approving the form and content of notice of the settlement to class members, and setting a hearing for November 17, 2017 to determine whether the settlement should receive final approval. Should the settlement receive final approval, insurance proceeds would cover $5 million of such $6 million settlement.

New Residential is, from time to time, subject to inquiries by government entities. New Residential currently does not believe any of these inquiries would result in a material adverse effect on New Residential’s business.

Indemnifications – In the normal course of business, New Residential and its subsidiaries enter into contracts that contain a variety of representations and warranties and that provide general indemnifications. New Residential’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against New Residential that have not yet occurred. However, based on its experience, New Residential expects the risk of material loss to be remote.

Capital Commitments — As of September 30, 2017 , New Residential had outstanding capital commitments related to investments in the following investment types (also refer to Note 5 for MSR investment commitments and to Note 18 for additional capital commitments entered into subsequent to September 30, 2017 , if any):

MSRs and servicer advances — New Residential and, in some cases, third-party co-investors agreed to purchase future servicer advances related to certain Non-Agency mortgage loans. In addition, New Residential’s subsidiary, NRM, is obligated to fund future servicer advances related to the loans it is obligated to service. The actual amount of future advances purchased will be based on: (a) the credit and prepayment performance of the underlying loans, (b) the amount of advances recoverable prior to liquidation of the related collateral and (c) the percentage of the loans with respect to which no additional advance obligations are made. The actual amount of future advances is subject to significant uncertainty. See Notes 5 and 6 for information on New Residential’s investments in MSRs and Servicer Advance Investments, respectively.

Residential Mortgage Loans — As part of its investment in residential mortgage loans, New Residential may be required to outlay capital. These capital outflows primarily consist of advance escrow and tax payments, residential maintenance and property disposition fees. The actual amount of these outflows is subject to significant uncertainty. See Note 8 for information on New Residential’s investments in residential mortgage loans.

Consumer Loans — The Consumer Loan Companies have invested in loans with an aggregate of $141.0 million of unfunded and available revolving credit privileges as of September 30, 2017 . However, under the terms of these loans, requests for draws may be denied and unfunded availability may be terminated at management’s discretion.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

Environmental Costs — As a residential real estate owner, through its REO, New Residential is subject to potential environmental costs. At September 30, 2017 , New Residential is not aware of any environmental concerns that would have a material adverse effect on its consolidated financial position or results of operations.

Debt Covenants — New Residential’s debt obligations contain various customary loan covenants (Note 11).

Certain Tax-Related Covenants — If New Residential is treated as a successor to Drive Shack under applicable U.S. federal income tax rules, and if Drive Shack failed to qualify as a REIT for a taxable year ending on or before December 31, 2014, New Residential could be prohibited from electing to be a REIT. Accordingly, in the separation and distribution agreement executed in connection with New Residential’s spin-off from Drive Shack, Drive Shack (i) represented that it had no knowledge of any fact or circumstance that would cause New Residential to fail to qualify as a REIT, (ii) covenanted to use commercially reasonable efforts to cooperate with New Residential as necessary to enable New Residential to qualify for taxation as a REIT and receive customary legal opinions concerning REIT status, including providing information and representations to New Residential and its tax counsel with respect to the composition of Drive Shack’s income and assets, the composition of its stockholders, and its operation as a REIT; and (iii) covenanted to use its reasonable best efforts to maintain its REIT status for each of Drive Shack’s taxable years ending on or before December 31, 2014 (unless Drive Shack obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the U.S. Internal Revenue Service (“IRS”) to the effect that Drive Shack’s failure to maintain its REIT status will not cause New Residential to fail to qualify as a REIT under the successor REIT rule referred to above). Additionally, New Residential covenanted to use its reasonable best efforts to qualify for taxation as a REIT for its taxable year ended December 31, 2013.


15.	TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES

New Residential is party to a Management Agreement with its Manager which provides for automatically renewing one -year terms subject to certain termination rights. The Manager’s performance is reviewed annually and the Management Agreement may be terminated by New Residential by payment of a termination fee, as defined in the Management Agreement, equal to the amount of management fees earned by the Manager during the 12 consecutive calendar months immediately preceding the termination, upon the affirmative vote of at least two-thirds of the independent directors, or by a majority vote of the holders of common stock. If the Management Agreement is terminated, the Manager may require New Residential to purchase from the Manager the right of the Manager to receive the Incentive Compensation. In exchange therefor, New Residential would be obligated to pay the Manager a cash purchase price equal to the amount of the Incentive Compensation that would be paid to the Manager if all of New Residential’s assets were sold for cash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments). Pursuant to the Management Agreement, the Manager, under the supervision of New Residential’s board of directors, formulates investment strategies, arranges for the acquisition of assets and associated financing, monitors the performance of New Residential’s assets and provides certain advisory, administrative and managerial services in connection with the operations of New Residential.

The Manager is entitled to receive a management fee in an amount equal to 1.5% per annum of New Residential’s gross equity calculated and payable monthly in arrears in cash. Gross equity is generally the equity transferred by Drive Shack on the date of the spin-off, plus total net proceeds from stock offerings, plus certain capital contributions to subsidiaries, less capital distributions and repurchases of common stock.

In addition, the Manager is entitled to receive annual incentive compensation in an amount equal to the product of (A) 25% of the dollar amount by which (1) (a) New Residential’s funds from operations before the incentive compensation, excluding funds from operations from investments in the Consumer Loan Companies and any unrealized gains or losses from mark-to-market valuation changes on investments and debt (and any deferred tax impact thereof), per share of common stock, plus (b) earnings (or losses) from the Consumer Loan Companies computed on a level-yield basis (such that the loans are treated as if they qualified as loans acquired with a discount for credit quality as set forth in ASC No. 310-30, as such codification was in effect on June 30, 2013) as if the Consumer Loan Companies had been acquired at their GAAP basis on May 15, 2013, plus earnings (or losses) from equity method investees invested in Excess MSRs as if such equity method investees had not made a fair value election, plus gains (or losses) from debt restructuring and gains (or losses) from sales of property, and plus non-routine items, minus amortization of non-routine items, in each case per share of common stock, exceed (2) an amount equal to (a) the weighted average of the book value per share of the equity transferred by Drive Shack on the date of the spin-off and the prices per share of New Residential’s common stock in any offerings (adjusted for prior capital dividends or capital distributions) multiplied by (b) a simple interest rate of 10% per annum, multiplied by (B) the weighted average number of shares of common stock outstanding. “Funds from operations” means

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)

net income (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and gains (or losses) from sales of property, plus depreciation on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations will be computed on an unconsolidated basis. The computation of funds from operations may be adjusted at the direction of New Residential’s independent directors based on changes in, or certain applications of, GAAP. Funds from operations is determined from the date of the spin-off and without regard to Drive Shack’s prior performance.

In addition to the management fee and incentive compensation, New Residential is responsible for reimbursing the Manager for certain expenses paid by the Manager on behalf of New Residential.

Due to affiliates is comprised of the following amounts:



	September 30, 2017		December 31, 2016
Management fees	$	4,734	$	3,689
Incentive compensation	72,123		42,197
Expense reimbursements and other	2,767		1,462
	$	79,624	$	47,348

Affiliate expenses and fees were comprised of:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Management fees	$	14,187	$	10,536	$	41,447	$	30,552
Incentive compensation	19,491		7,075		72,123		13,200
Expense reimbursements ^(A)	125		125		375		375
Total	$	33,803	$	17,736	$	113,945	$	44,127


(A)	Included in General and Administrative Expenses in the Condensed Consolidated Statements of Income.

See Notes 4, 5, 6, 8, 11 and 14 for a discussion of transactions with Nationstar. As of September 30, 2017 , 66.7% , 27.6% and 35.6% of the UPB of the loans underlying New Residential’s investments in Excess MSRs, MSRs and Servicer Advance Investments, respectively, was serviced, subserviced or master serviced by Nationstar. As of September 30, 2017 , a total face amount of $3.2 billion of New Residential’s Non-Agency RMBS portfolio and approximately $24.2 million of New Residential’s Agency RMBS portfolio was serviced or master serviced by Nationstar. The total UPB of the loans underlying these Nationstar serviced Non-Agency RMBS was approximately $18.5 billion as of September 30, 2017 . New Residential holds a limited right to cleanup call options with respect to certain securitization trusts serviced or master serviced by Nationstar whereby, when the outstanding balance of the underlying residential mortgage loans falls below a pre-determined threshold, it can effectively purchase the underlying residential mortgage loans at par, plus unreimbursed servicer advances, and repay all of the outstanding securitization financing at par, in exchange for a fee of 0.75% of UPB paid to Nationstar at the time of exercise. In connection with New Residential’s exercise of certain of these call rights, and certain other call rights acquired by New Residential in connection with the SLS Transaction, in 2014 and 2015, New Residential has made, and expects to continue to make, payments to funds managed by an affiliate of Fortress in respect of Excess MSRs held by the funds affected by the exercise of the call rights (“MSR Fund Payments”). During 2017 , New Residential accrued for MSR Fund Payments in an aggregate amount of approximately $0.3 million and has also caused an aggregate of $0.7 million of securities to be transferred to such funds in 2017 . New Residential continues to evaluate the call rights it purchased from Nationstar, and its ability to exercise such rights and realize the benefits therefrom are subject to a number of risks. The actual UPB of the residential mortgage loans on which New Residential can successfully exercise call rights and realize the benefits therefrom may differ materially from its initial assumptions. As of September 30, 2017 , $954.8 million UPB of New Residential’s residential mortgage loans and $20.2 million of New Residential’s REO were being serviced or master serviced by Nationstar. Additionally, in the ordinary course of business, New Residential engages Nationstar to administer the termination of securitization trusts that it collapses pursuant to its call rights. As a result of these relationships, New Residential routinely has receivables from, and payables to, Nationstar, which are included in Other Assets and Accrued Expenses and Other Liabilities, respectively.

See Note 9 for a discussion of a transaction with OneMain and Note 4 regarding co-investments with Fortress-managed funds.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


16.	RECLASSIFICATION FROM ACCUMULATED OTHER COMPREHENSIVE INCOME INTO NET INCOME

The following table summarizes the amounts reclassified out of accumulated other comprehensive income into net income:



Accumulated Other Comprehensive Income Components	Statement of Income Location	Three Months Ended September 30,					Nine Months Ended September 30,
		2017			2016		2017			2016
Reclassification of net realized (gain) loss on securities into earnings	Gain (loss) on settlement of investments, net	$	(7,342	)	$	679	$	(29,592	)	$	(15,072	)
Reclassification of net realized (gain) loss on securities into earnings	Other-than-temporary impairment on securities	1,509			1,765		8,736			7,838
Total reclassifications		$	(5,833	)	$	2,444	$	(20,856	)	$	(7,234	)

New Residential did not allocate any income tax expense or benefit to any component of other comprehensive income for any period presented, as no taxable subsidiary generated other comprehensive income.


17.	INCOME TAXES

Income tax expense (benefit) consists of the following:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Current:
Federal	$	4,072	$	3,290	$	6,683	$	4,561
State and Local	131		478		354		636
Total Current Income Tax Expense (Benefit)	4,203		3,768		7,037		5,197
Deferred:
Federal	20,977		16,375		97,053		12,575
State and Local	7,433		757		16,963		423
Total Deferred Income Tax Expense (Benefit)	28,410		17,132		114,016		12,998
Total Income Tax Expense (Benefit)	$	32,613	$	20,900	$	121,053	$	18,195

New Residential intends to qualify as a REIT for each of its tax years through December 31, 2017 . A REIT is generally not subject to U.S. federal corporate income tax on that portion of its income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements.

New Residential operates various securitization vehicles and has made certain investments, particularly its investments in MSRs (Note 5), Servicer Advances (Note 6) and REO (Note 8), through taxable REIT subsidiaries (“TRSs”) that are subject to regular corporate income taxes which have been provided for in the provision for income taxes, as applicable. New Residential and its subsidiaries file income tax returns with the U.S. federal government and various state and local jurisdictions beginning with the tax year ending December 31, 2013. Generally, these income tax returns will be subject to tax examinations by tax authorities for a period of three years after the date of filing.

New Residential has recorded a net deferred tax asset of approximately $32.4 million as of September 30, 2017 , primarily related to unrealized losses and net operating loss carry forwards.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. During the nine months ended September 30, 2017 , New Residential recorded a partial valuation allowance related to certain net operating losses and loan loss reserves as management does not believe that it is more likely than not that these deferred tax assets will be realized.

NEW RESIDENTIAL INVESTMENT CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2017

(dollars in tables in thousands, except share data)


18.	SUBSEQUENT EVENTS

These financial statements include a discussion of material events that have occurred subsequent to September 30, 2017 (referred to as “subsequent events”) through the issuance of these condensed consolidated financial statements. Events subsequent to that date have not been considered in these financial statements.

Corporate Activities

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is intended to help the reader understand the results of operations and financial condition of New Residential. The following should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herein, and with Part II, Item 1A. “Risk Factors.”

GENERAL

New Residential is a publicly traded REIT primarily focused on opportunistically investing in, and actively managing, investments related to residential real estate. We primarily target investments in mortgage servicing related assets and related opportunistic investments. We are externally managed by an affiliate of Fortress pursuant to the Management Agreement. Our goal is to drive strong risk-adjusted returns primarily through our investments, and our investment guidelines are purposefully broad to enable us to make investments in a wide array of assets in diverse markets, including non-real estate related assets such as consumer loans. We generally target assets that generate significant current cash flows and/or have the potential for meaningful capital appreciation.

Our portfolio is currently composed of mortgage servicing related assets, Non-Agency RMBS (and associated call rights), residential mortgage loans and other opportunistic investments. Our asset allocation and target assets may change over time, depending on our investment decisions in light of prevailing market conditions. The assets in our portfolio are described in more detail below under “—Our Portfolio.”

MARKET CONSIDERATIONS

Developments in the U.S. Housing Market

In response to the changing landscape of the mortgage industry and bank capital requirements, banks have sold or committed to sell MSRs totaling more than $3.5 trillion since 2010. As of the second quarter of 2017, the top 100 mortgage servicers serviced over $8.0 trillion of mortgages, according to Inside Mortgage Finance. Of the $10.0 trillion one-to-four family mortgage debt outstanding, approximately 70% was serviced by banks as of the second quarter of 2017, according to Inside Mortgage Finance. We expect this number to continue to decline as banks face pressure to reduce their MSR exposure as a result of heightened capital reserve requirements under Basel III, regulatory scrutiny and a challenging servicing environment, among other reasons. As a result, we believe an elevated volume of MSR sales is likely for some period of time. In addition, we believe that non-bank servicers who are constrained by capital limitations will continue to sell MSRs, Excess MSRs and other servicing assets. These factors have resulted in increased opportunities for us to acquire MSRs and to provide capital to non-bank servicers. In addition, approximately $1.7 trillion of new loans are expected to be originated in 2017, according to the Mortgage Bankers Association. We believe this creates an opportunity to enter into “flow arrangements,” whereby loan originators or servicers agree to sell MSRs or Excess MSRs on newly originated loans on a recurring basis (often monthly or quarterly). While increased competition and market conditions for more recently originated MSRs have driven prices higher recently, thereby also increasing the value of the MSRs in which we have invested, we believe MSRs continue to offer attractive returns.

There can be no assurance that we will make additional investments in MSRs or Excess MSRs or that any future investment in MSRs or Excess MSRs will generate returns similar to the returns on our original investments in MSRs or Excess MSRs. The timing, size and potential returns of our future investments in MSRs and Excess MSRs may be less attractive than our prior investments in this sector due to a number of factors, most of which are beyond our control. Such factors include, but are not limited to, changes in interest rates and recent increased competition for more recently originated MSRs. In addition, the acquisition of Agency MSRs requires GSE and, in certain cases, other regulatory approval. The process to obtain such approvals is extensive and will extend transaction settlement times when compared to our experience with the acquisition of Excess MSRs. In general, regulatory and GSE approval processes have been more extensive and taken longer than the processes and timelines we experienced in prior periods, which has increased the amount of time and effort required to complete transactions.

Interest Rates and Prepayment Rates

As further described in Item 3. “Quantitative and Qualitative Disclosures About Market Risk,” increasing interest rates are generally associated with declining prepayment rates for residential mortgage loans since they increase the cost of borrowing for homeowners. Declining prepayment rates, in turn, would generally be expected to increase the value of our interests in Excess MSRs, MSRs and Servicer Advance Investments, which include the right to a portion of the related MSRs, because the duration of the cash flows we are entitled to receive becomes extended with no reduction in current cash flows. Changes in interest rates will also directly impact our costs of borrowing either immediately (floating rate debt) or upon refinancing (fixed rate debt) and may also

be associated with changes in credit spreads and/or the discount rates used in valuing investments. Declining prepayment rates have a negative impact on the value of investments purchased at a significant discount since the recovery of that discount is delayed.

In the third quarter of 2017 , both current interest rates and expected future interest rates generally increased slightly. For instance, the 10-year treasury yield increased from 2.30% to 2.33%. With respect to our Non-Agency RMBS, which were generally purchased at a significant discount, while market interest rates increased, market credit spreads for these investments decreased, with the net result being an increase in value during the quarter.

The value of our MSRs and Excess MSRs is subject to a variety of factors, as described in Item 3. “Quantitative and Qualitative Disclosures About Market Risk” and in Part II, Item 1A. “Risk Factors.” In the third quarter of 2017 , the fair value of our direct investments in Excess MSRs and our share of the fair value of the Excess MSRs held through equity method investees decreased by approximately $16.4 million in the aggregate, primarily as a result of an increase in actual and projected prepayment rates during the quarter , while the weighted average discount rate of the portfolio remained unchanged at 9.7% . In addition, a decrease in discount rates, as well as contractual changes resulting from the Ocwen Transaction, partially offset by a decrease in interest rates, caused the fair value of our MSRs, including MSR financing receivables, to increase by approximately $77.6 million during the period.

Changes in interest rates did not have a meaningful impact on the net interest spread of our Agency and Non-Agency RMBS portfolios. Our RMBS are primarily floating rate or hybrid (i.e., fixed to floating rate) securities, which we generally finance with floating rate debt, or are economically hedged with respect to interest rates. Therefore, while rising interest rates will generally result in a higher cost of financing, they will also result in a higher coupon payable on the securities. The net interest spread on our Agency RMBS portfolio as of September 30, 2017 was 1.61% , compared to 1.84% as of June 30, 2017 . The spread changed primarily as a result of increased funding costs and lower yields from new securities purchased during the third quarter of 2017 . The net interest spread on our Non-Agency RMBS portfolio as of September 30, 2017 was 3.01% , compared to 3.15% as of June 30, 2017 . This spread changed primarily as a result of increased funding costs and lower yields from new securities purchased during the third quarter of 2017 .

General U.S. Economy and Unemployment

During the third quarter of 2017 , the U.S. unemployment rate generally declined and equity market prices increased, signaling a general improvement in the U.S. economy. In our view, an improvement in the economy such as this generally improves the value of housing and the ability of borrowers to make payments on their loans, thereby decreasing delinquencies and defaults on residential mortgage loans, consumer loans and RMBS. This relationship held true, as expected, as the Case Shiller Home Price Index increased from 190 as of the second quarter of 2016 to 200 as of June of 2017. In addition, according to CoreLogic, the total number of mortgaged residential properties with negative equity stood at 2.8 million, or 5.4 percent, as of the second quarter of 2017, down from 3.6 million, or 7.1 percent, as of the second quarter of 2016. This trend helped to support the values of our residential mortgage loans, consumer loans and RMBS.

Credit Spreads

Corporate credit spreads generally tightened during the third quarter of 2017 , which would generally have a favorable impact on the value of yield driven financial instruments, such as our RMBS and loan portfolios. Corporate credit spreads, while a useful market proxy, are not necessarily indicative or directly correlated to mortgage credit spreads. Collateral performance, market liquidity and other factors related specifically to certain investments within our mortgage securities and loan portfolio coupled with the corporate credit spread tightening during the third quarter of 2017 caused the value of the portion of this portfolio that was owned for the entire quarter to increase.

For more information regarding these and other market factors which impact our portfolio, see Item 3. “Quantitative and Qualitative Disclosures About Market Risk.”

Our Manager

On February 14, 2017, Fortress announced that it had entered into the Merger Agreement with SB Foundation Holdings LP, a Cayman Islands exempted limited partnership (“SoftBank Parent”) and an affiliate of SoftBank, and Foundation Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“SoftBank Merger Sub”), pursuant to which SoftBank Merger Sub will merge with and into Fortress, with Fortress surviving as a wholly owned subsidiary of SoftBank Parent. While Fortress’s senior investment professionals are expected to remain in place, including those individuals who perform services for us, there can be no assurance that the SoftBank merger will not have an impact on us or our relationship with the Manager.

Fortress informed the Company that it believes that under the Investment Advisers Act of 1940, as amended, the change of ownership resulting from the completion of the SoftBank merger will result in a deemed assignment of the Management Agreement, and that as a result, the Manager is required to obtain the Company’s consent to the assignment. On April 19, 2017, the disinterested members of our board of directors unanimously approved the consent to the assignment. The disinterested members of our board of directors were advised by outside independent counsel.

OUR PORTFOLIO

Our portfolio is currently composed of mortgage servicing related assets, residential securities and loans and other investments, as described in more detail below. The assets in our portfolio are described in more detail below (dollars in thousands), as of September 30, 2017 .



	Outstanding Face Amount		Amortized Cost Basis		Percentage of Total Amortized Cost Basis		Carrying Value		Weighted Average Life (years) ^(A)
Investments in:
Excess MSRs ^(B)	$	281,848,962	$	1,193,420	6.9	%	$	1,353,941	6.1
MSRs ^{(B) (C)}	177,285,425		1,521,605		8.8	%	1,702,749		6.4
Mortgage Servicing Rights Financing Receivable ^{(B) (C)}	67,052,949		511,558		3.0	%	607,396		5.6
Servicer Advance Investments ^{(B) (D)}	3,651,705		3,955,375		23.0	%	4,044,802		5.1
Agency RMBS ^(E)	1,123,553		1,195,281		6.9	%	1,190,656		7.6
Non-Agency RMBS ^(E)	11,906,608		5,136,883		29.7	%	5,524,190		7.7
Residential Mortgage Loans	2,440,281		2,164,212		12.5	%	2,128,978		4.6
Real Estate Owned	N/A		117,413		0.7	%	107,281		N/A
Consumer Loans	1,472,973		1,473,534		8.5	%	1,467,933		3.5
Consumer Loans, Equity Method Investees	231,839		N/A		N/A		46,322		1.4
Total/Weighted Average			$	17,269,281	100.0	%	$	18,174,248	6.0

Reconciliation to GAAP total assets:
Cash and restricted cash							431,807
Servicer advances receivable							657,255
Trades receivable							1,785,708
Deferred tax asset, net							32,440
Other assets							323,375
GAAP total assets							$	21,404,833


(A)	Weighted average life is based on the timing of expected principal reduction on the asset.


(B)	The outstanding face amount of Excess MSRs, MSRs, Mortgage Servicing Rights Financing Receivable, and Servicer Advance Investments is based on 100% of the face amount of the underlying residential mortgage loans and currently outstanding advances, as applicable.


(C)	Represents MSRs where our subsidiary, NRM, is the named servicer.


(D)	The value of our Servicer Advance Investments also includes the rights to a portion of the related MSR.


(E)	Amortized cost basis is net of impairment.

Servicing Related Assets

MSRs and Mortgage Servicing Rights Financing Receivable

As of September 30, 2017 , we had $2.3 billion carrying value of MSRs and mortgage servicing rights financing receivable within our licensed servicer subsidiary, NRM, primarily Agency MSRs.

NRM has contracted with certain subservicers to perform the related servicing duties on the residential mortgage loans underlying its MSRs. As of September 30, 2017 , these subservicers include Ditech , Nationstar, PHH, Citi, Ocwen, Flagstar, and United Shore, which subservice 29.1% , 27.6% , 21.2% , 13.8% , 6.4% , 1.1% , and 0.8% of the underlying UPB of the related mortgages, respectively (includes both Mortgage Servicing Rights and Mortgage Servicing Rights Financing Receivable). NRM has entered into agreements with Ditech, Nationstar, and PHH whereby it is entitled to the MSR on any refinancing by such subservicer of a loan in the related original portfolio.

In July 2017, we entered into the Ocwen Transaction as described in Note 5 to our condensed consolidated financial statements.

See Note 5 to our condensed consolidated financial statements for further information regarding our investments in mortgage servicing rights financing receivable.

The table below summarizes the terms of our investments in MSRs and mortgage servicing rights financing receivable completed as of September 30, 2017 .



	Current UPB (bn)		Weighted Average MSR (bps)		Carrying Value (mm)
Mortgage Servicing Rights
Agency	$	177.2	27	bps	$	1,702.7
Non-Agency	0.1		50		—
Mortgage Servicing Rights Financing Receivable
Agency	51.5		27		473.7
Non-Agency	15.5		33		133.7
Total/Weighted Average	$	244.3	27	bps	$	2,310.1

The following table summarizes the collateral characteristics of the loans underlying our investments in MSRs and mortgage servicing rights financing receivable as of September 30, 2017 (dollars in thousands):



	Collateral Characteristics
	Current Carrying Amount		Current Principal Balance		Number of Loans	WA FICO Score ^(A)	WA Coupon		WA Maturity (months)	Average Loan Age (months)	Adjustable Rate Mortgage % ^(B)		Three Month Average CPR ^(C)		Three Month Average CRR ^(D)		Three Month Average CDR ^(E)		Three Month Average Recapture Rate
Mortgage Servicing Rights
Agency	$	1,702,749	$	177,220,692	1,268,758	743	4.3	%	258	67	3.3	%	13.5	%	13.3	%	0.1	%	11.5	%
Non-Agency	—		64,733		919	626	7.2	%	197	174	44.1	%	11.8	%	1.7	%	10.3	%	—	%
Mortgage Servicing Rights Financing Receivable
Agency	473,669		51,533,451		376,971	744	4.2	%	248	71	7.7	%	13.0	%	12.5	%	0.4	%	3.5	%
Non-Agency	133,727		15,519,498		111,358	657	5.1	%	267	140	21.3	%	4.9	%	3.8	%	1.1	%	—	%
Total/Weighted Average	$	2,310,145	$	244,338,374	1,758,006	738	4.4	%	256	73	5.4	%	12.8	%	12.5	%	0.2	%	9.1	%



	Collateral Characteristics
	Delinquency 30 Days ^(F)		Delinquency 60 Days ^(F)		Delinquency 90+ Days ^(F)		Loans in Foreclosure		Real Estate Owned		Loans in Bankruptcy
Mortgage Servicing Rights
Agency	1.7	%	0.4	%	0.6	%	0.2	%	—	%	0.2	%
Non-Agency	7.9	%	3.2	%	2.7	%	19.8	%	—	%	3.2	%
Mortgage Servicing Rights Financing Receivable
Agency	1.8	%	0.3	%	0.5	%	0.5	%	—	%	0.4	%
Non-Agency	7.4	%	4.1	%	6.5	%	3.5	%	2.1	%	2.9	%
Total/Weighted Average	2.1	%	0.6	%	1.0	%	0.5	%	0.2	%	0.4	%


(A)	The WA FICO score is based on the weighted average of information provided by the loan servicer on a monthly basis. The loan servicer generally updates the FICO score when loans are refinanced or become delinquent.


(B)	Adjustable Rate Mortgage % represents the percentage of the total principal balance of the pool that corresponds to adjustable rate mortgages.


(C)	Three Month Average CPR, or the constant prepayment rate, represents the annualized rate of the prepayments during the quarter as a percentage of the total principal balance of the pool.


(D)	Three Month Average CRR, or the voluntary prepayment rate, represents the annualized rate of the voluntary prepayments during the quarter as a percentage of the total principal balance of the pool.


(E)	Three Month Average CDR, or the involuntary prepayment rate, represents the annualized rate of the involuntary prepayments (defaults) during the quarter as a percentage of the total principal balance of the pool.


(F)	Delinquency 30 Days, Delinquency 60 Days and Delinquency 90+ Days represent the percentage of the total principal balance of the pool that corresponds to loans that are delinquent by 30–59 days, 60–89 days or 90 or more days, respectively.

Excess MSRs

As of September 30, 2017 , we had approximately $1.4 billion estimated carrying value of Excess MSRs (held directly and through joint ventures). As of September 30, 2017 , our completed investments represent an effective 32.5%-100% interest in the Excess MSRs (held either directly or through joint ventures) on pools of residential mortgage loans with an aggregate UPB of approximately $281.8 billion . In our capacity as owner of the Excess MSRs, we do not have any servicing duties, liabilities or obligations associated with the servicing of the portfolios underlying any of our Excess MSRs. However, we, in certain cases through co-investments made by our subsidiaries, may separately agree to do so and have separately purchased Servicer Advance Investments, including the right to receive the basic fee component of related MSRs, on the Non-Agency portfolios underlying our Excess MSR investments. See “—Servicer Advance Investments” below.

Nationstar is the servicer of $188.0 billion UPB of the loans underlying our investments in Excess MSRs through September 30, 2017 , and our servicers earn a basic fee in exchange for providing all servicing functions. In addition, when Nationstar sells Excess MSRs to us, it generally retains a 20.0% to 35.0% interest in the Excess MSRs and all ancillary income associated with the portfolios.

In December 2014, we agreed to acquire 50% of the Excess MSRs and all of the servicer advances and related basic fee portion of the MSR, and a portion of the call rights related to a portfolio of residential mortgage loans which is serviced by SLS. Fortress-managed funds acquired the other 50% of the Excess MSRs. SLS continues to service the loans in exchange for a servicing fee of 10.75 bps times the UPB of the underlying loans and an incentive fee (the “SLS Incentive Fee”) which is based on the ratio of the outstanding servicer advances to the UPB of the underlying loans.

On April 6, 2015, we acquired Excess MSRs in connection with the HLSS Acquisition. Ocwen continues to service the underlying loans in exchange for a servicing fee of 12% times the servicing fee collections of the underlying loans, which as of September 30, 2017 is equal to 6.0 bps times the UPB of the underlying loans, and an incentive fee which is reduced by LIBOR plus 2.75% per annum of the amount, if any, of servicer advances outstanding in excess of a defined target. In July 2017, we entered into the Ocwen Transaction as described in Note 5 to our condensed consolidated financial statements.

Each of our Excess MSR investments serviced by Nationstar and SLS is subject to a recapture agreement with Nationstar. Under such recapture agreements, we are generally entitled to a pro rata interest in the Excess MSRs on any initial or subsequent refinancing by Nationstar of a loan in the original portfolio. In other words, we are generally entitled to a pro rata interest in the Excess MSRs on both (i) a loan resulting from a refinancing by Nationstar of a loan in the original portfolio, and (ii) a loan resulting from a

refinancing by Nationstar of a previously recaptured loan. We have a similar recapture agreement with Ocwen; however, this agreement allows for Ocwen to retain the Excess MSR on recaptured loans up to a specified threshold and no payments have been made to us under such arrangement to date.

The tables below summarize the terms of our investments in Excess MSRs completed as of September 30, 2017 .

Summary of Direct Excess MSR Investments as of September 30, 2017



			MSR Component ^(A)					Excess MSR
	Current UPB (bn)		Weighted Average MSR (bps)		Weighted Average Excess MSR (bps)		Interest in Excess MSR (%)	Carrying Value (mm)
Agency
Original and Recaptured Pools	$	68.4	28	bps	21	bps	32.5% - 66.7%	$	288.3
Recapture Agreements	—		29		21		32.5% - 66.7%	45.5
	68.4		28		21			333.8
Non-Agency ^(B)
Nationstar and SLS Serviced:
Original and Recaptured Pools	$	67.5	35		15		33.3% - 100.0%	$	191.3
Recapture Agreements	—		26		20		33.3% - 100.0%	19.6
Ocwen Serviced Pools	92.3		46		14		100.0%	633.5
	159.8		43		14			844.4
Total/Weighted Average	$	228.2	39	bps	16	bps		$	1,178.2


(A)	The MSR is a weighted average as of September 30, 2017 , and the Excess MSR represents the difference between the weighted average MSR and the basic fee (which fee remains constant).


(B)	We also invested in related Servicer Advance Investments, including the basic fee component of the related MSR (Note 6 to our Condensed Consolidated Financial Statements) on $145.8 billion UPB underlying these Excess MSRs.

Summary of Excess MSR Investments Through Equity Method Investees as of September 30, 2017



			MSR Component ^(A)
	Current UPB (bn)		Weighted Average MSR (bps)		Weighted Average Excess MSR (bps)		New Residential Interest in Investee (%)		Investee Interest in Excess MSR (%)		New Residential Effective Ownership (%)		Investee Carrying Value (mm)
Agency
Original and Recaptured Pools	$	53.7	32	bps	20	bps	50.0	%	66.7	%	33.3	%	$	279.7
Recapture Agreements	—		32		23		50.0	%	66.7	%	33.3	%	50.3
Total/Weighted Average	$	53.7	32	bps	20	bps							$	330.0


(A)	The MSR is a weighted average as of September 30, 2017 , and the Excess MSR represents the difference between the weighted average MSR and the basic fee (which fee remains constant).

The following table summarizes the collateral characteristics of the loans underlying our direct Excess MSR investments as of September 30, 2017 (dollars in thousands):



	Collateral Characteristics
	Current Carrying Amount		Current Principal Balance		Number of Loans	WA FICO Score ^(A)	WA Coupon		WA Maturity (months)	Average Loan Age (months)	Adjustable Rate Mortgage % ^(B)		Three Month Average CPR ^(C)		Three Month Average CRR ^(D)		Three Month Average CDR ^(E)		Three Month Average Recapture Rate
Agency
Original Pools	$	227,407	$	55,909,712	373,818	706	4.5	%	280	99	9.2	%	16.3	%	15.3	%	1.1	%	25.1	%
Recaptured Loans	60,938		12,540,090		73,083	721	4.3	%	292	27	0.7	%	10.5	%	10.2	%	0.4	%	24.2	%
Recapture Agreement	45,504		—		—	—	—	%	—	—	—	%	—	%	—	%	—	%	—	%
	$	333,849	$	68,449,802	446,901	709	4.5	%	282	85	7.6	%	15.2	%	14.4	%	1.0	%	25.0	%
Non-Agency ^(F)
Nationstar and SLS Serviced:
Original Pools	$	179,130	$	64,374,054	350,584	670	4.5	%	285	140	39.0	%	16.5	%	12.7	%	4.3	%	11.6	%
Recaptured Loans	12,140		3,079,293		13,600	740	4.1	%	290	19	3.7	%	12.3	%	12.3	%	—	%	21.4	%
Recapture Agreement	19,561		—		—	—	—	%	—	—	—	%	—	%	—	%	—	%	—	%
Ocwen Serviced Pools ^(H)	633,628		92,270,579		639,783	637	4.5	%	314	143	16.1	%	10.8	%	7.6	%	3.5	%	—	%
	$	844,459	$	159,723,926	1,003,967	647	4.5	%	306	141	25.1	%	12.2	%	8.9	%	3.7	%	3.5	%
Total/Weighted Average ^(I)	$	1,178,308	$	228,173,728	1,450,868	660	4.5	%	301	129	19.8	%	12.8	%	10.0	%	3.1	%	8.7	%



	Collateral Characteristics
	Delinquency 30 Days ^(G)		Delinquency 60 Days ^(G)		Delinquency 90+ Days ^(G)		Loans in Foreclosure		Real Estate Owned		Loans in Bankruptcy
Agency
Original Pools	4.8	%	1.5	%	1.2	%	1.3	%	0.3	%	0.3	%
Recaptured Loans	2.1	%	0.5	%	0.4	%	0.3	%	0.1	%	0.1	%
Recapture Agreement	—	%	—	%	—	%	—	%	—	%	—	%
	4.2	%	1.3	%	1.0	%	1.1	%	0.3	%	0.3	%
Non-Agency ^(F)
Nationstar and SLS Serviced:
Original Pools	10.3	%	3.0	%	2.6	%	7.4	%	1.4	%	2.2	%
Recaptured Loans	1.4	%	0.3	%	0.1	%	—	%	—	%	—	%
Recapture Agreement	—	%	—	%	—	%	—	%	—	%	—	%
Ocwen Serviced Pools ^(H)	8.5	%	5.0	%	6.0	%	7.7	%	2.1	%	1.8	%
	8.9	%	4.4	%	5.0	%	7.5	%	1.9	%	1.9	%
Total/Weighted Average ^(I)	7.9	%	3.7	%	4.2	%	6.2	%	1.6	%	1.5	%


(A)	The WA FICO score is based on the weighted average of information provided by the loan servicer on a monthly basis. The loan servicer generally updates the FICO score when loans are refinanced or become delinquent.


(B)	Adjustable Rate Mortgage % represents the percentage of the total principal balance of the pool that corresponds to adjustable rate mortgages.


(C)	Three Month Average CPR, or the constant prepayment rate, represents the annualized rate of the prepayments during the quarter as a percentage of the total principal balance of the pool.


(D)	Three Month Average CRR, or the voluntary prepayment rate, represents the annualized rate of the voluntary prepayments during the quarter as a percentage of the total principal balance of the pool.


(E)	Three Month Average CDR, or the involuntary prepayment rate, represents the annualized rate of the involuntary prepayments (defaults) during the quarter as a percentage of the total principal balance of the pool.


(F)	We also invested in related Servicer Advance Investments, including the basic fee component of the related MSR (Note 6 to our Condensed Consolidated Financial Statements) on $145.8 billion UPB underlying these Excess MSRs.


(G)	Delinquency 30 Days, Delinquency 60 Days and Delinquency 90+ Days represent the percentage of the total principal balance of the pool that corresponds to loans that are delinquent by 30–59 days, 60–89 days or 90 or more days, respectively.


(H)	Collateral characteristics related to approximately $2.2 billion of UPB are as of August 31, 2017.


(I)	Weighted averages exclude collateral information for which collateral data was not available as of the report date.

The following table summarizes the collateral characteristics as of September 30, 2017 of the loans underlying Excess MSR investments made through joint ventures accounted for as equity method investees (dollars in thousands). For each of these pools, we own a 50% interest in an entity that invested in a 66.7% interest in the Excess MSRs.



	Collateral Characteristics
	Current Carrying Amount		Current Principal Balance		New Residential Effective Ownership (%)		Number of Loans	WA FICO Score ^(A)	WA Coupon		WA Maturity (months)	Average Loan Age (months)	Adjustable Rate Mortgage % ^(B)		Three Month Average CPR ^(C)		Three Month Average CRR ^(D)		Three Month Average CDR ^(E)		Three Month Average Recapture Rate
Agency
Original Pools	$	171,301	$	38,271,187	33.3	%	331,939	689	5.0	%	273	114	9.6	%	18.0	%	15.9	%	2.4	%	26.5	%
Recaptured Loans	108,421		15,404,047		33.3	%	105,141	703	4.3	%	287	33	0.6	%	11.7	%	11.3	%	0.5	%	35.4	%
Recapture Agreement	50,264		—		33.3	%	—	—	—	%	—	—	—	%	—	%	—	%	—	%	—	%
Total/Weighted Average ^(G)	$	329,986	$	53,675,234			437,080	693	4.8	%	277	91	7.0	%	16.3	%	14.7	%	1.9	%	28.5	%



	Collateral Characteristics
	Delinquency 30 Days ^(F)		Delinquency 60 Days ^(F)		Delinquency 90+ Days ^(F)		Loans in Foreclosure		Real Estate Owned		Loans in Bankruptcy
Agency
Original Pools	6.3	%	1.9	%	1.3	%	1.9	%	0.6	%	0.4	%
Recaptured Loans	3.5	%	1.0	%	0.6	%	0.3	%	0.1	%	0.1	%
Recapture Agreement	—	%	—	%	—	%	—	%	—	%	—	%
Total/Weighted Average ^(G)	5.5	%	1.7	%	1.1	%	1.4	%	0.5	%	0.3	%


(A)	The WA FICO score is based on the weighted average of information provided by the loan servicer on a monthly basis. The loan servicer generally updates the FICO score on a monthly basis.


(B)	Adjustable Rate Mortgage % represents the percentage of the total principal balance of the pool that corresponds to adjustable rate mortgages.


(C)	Three Month Average CPR, or the constant prepayment rate, represents the annualized rate of the prepayments during the quarter as a percentage of the total principal balance of the pool.


(D)	Three Month Average CRR, or the voluntary prepayment rate, represents the annualized rate of the voluntary prepayments during the quarter as a percentage of the total principal balance of the pool.


(E)	Three Month Average CDR, or the involuntary prepayment rate, represents the annualized rate of the involuntary prepayments (defaults) during the quarter as a percentage of the total principal balance of the pool.


(F)	Delinquency 30 Days, Delinquency 60 Days and Delinquency 90+ Days represent the percentage of the total principal balance of the pool that corresponds to loans that are delinquent by 30-59 days, 60-89 days or 90 or more days, respectively.


(G)	Weighted averages exclude collateral information for which collateral data was not available as of the report date.

Servicer Advance Investments

In December 2013, we made our first Servicer Advance Investments, including the basic fee component of the related MSRs, through the Buyer, a joint venture entity capitalized by us and certain third-party co-investors. The Buyer acquired from Nationstar a pool of outstanding servicer advances (including deferred servicing fees) and the basic fee component of the related MSRs on a pool of Non-Agency mortgage loans. In exchange, the Buyer (i) paid the initial purchase price, and (ii) agreed to purchase future servicer advances related to the loans at par. We previously acquired an interest in the Excess MSRs related to these loans. See above “—Our Portfolio—Servicing Related Assets—Excess MSRs.”

Nationstar remains the named servicer under the related servicing agreements and continues to perform all servicing duties for the underlying loans. The Buyer has the right, but not the obligation, to become the named servicer, subject to obtaining consents and ratings agency approvals required for a formal change of the named servicer. In exchange for Nationstar’s performance of servicing duties, the Buyer pays Nationstar a servicing fee (the “Nationstar Servicing Fee”) and, in the event that the aggregate cash flows from the advances and the basic fee generate a 14% return (the “Buyer Targeted Return”) on the Buyer’s invested equity, a performance fee (the “Nationstar Performance Fee”). Nationstar is majority owned by private equity funds managed by an affiliate of our Manager. For more information about the fee structure, see below.

In December 2014, we acquired Servicer Advance Investments from SLS, as described under “—Excess MSRs” above.

On April 6, 2015, we acquired Servicer Advance Investments in connection with the HLSS Acquisition, as described under “—Excess MSRs” above. In July 2017, we entered into the Ocwen Transaction as described in Note 5 to our condensed consolidated financial statements.

The following is a summary of our Servicer Advance Investments, including the right to the basic fee component of the related MSRs (dollars in thousands):



	September 30, 2017
	Amortized Cost Basis		Carrying Value ^(A)		UPB of Underlying Residential Mortgage Loans		Outstanding Servicer Advances		Servicer Advances to UPB of Underlying Residential Mortgage Loans
Servicer Advance Investments
Nationstar and SLS serviced pools	$	1,058,024	$	1,091,358	$	53,468,730	$	924,597	1.7	%
Ocwen serviced pools	2,897,351		2,953,444		92,295,028		2,727,108		3.0	%
Total	$	3,955,375	$	4,044,802	$	145,763,758	$	3,651,705	2.5	%


(A)	Carrying value represents the fair value of the Servicer Advance Investments, including the basic fee component of the related MSRs.

The following is additional information regarding our Servicer Advance Investments, and related financing, as of, and for the nine months ended , September 30, 2017 (dollars in thousands):



				Nine Months Ended September 30, 2017				Loan-to-Value (“LTV”) ^(A)				Cost of Funds ^(B)
	Weighted Average Discount Rate		Weighted Average Life (Years) ^(C)	Change in Fair Value Recorded in Other Income		Face Amount of Notes and Bonds Payable		Gross		Net ^(D)		Gross		Net
Servicer Advance Investments ^(E)	6.8	%	5.1	$	70,469	$	3,504,060	92.5	%	91.4	%	3.3	%	2.9	%

(A)

Based on outstanding servicer advances, excluding purchased but unsettled servicer advances and certain deferred servicing fees (“DSF”) which we received financing on. If we were to include these DSF in the servicer advance balance, gross and net LTV as of September 30, 2017 would be 86.6% and 85.6% , respectively. Also excludes retained Non-Agency bonds with a current face amount of $79.9 million from the outstanding servicer advance debt. If we were to sell these bonds, gross and net LTV as of September 30, 2017 would be 94.6% and 93.5% , respectively.


(B)	Annualized measure of the cost associated with borrowings. Gross Cost of Funds primarily includes interest expense and facility fees. Net Cost of Funds excludes facility fees.


(C)	Weighted Average Life represents the weighted average expected timing of the receipt of expected net cash flows for this investment.


(D)	Ratio of face amount of borrowings to par amount of servicer advance collateral, net of any general reserve.


(E)	The following types of advances are included in the Servicer Advance Investments:



	September 30, 2017
Principal and interest advances	$	939,897
Escrow advances (taxes and insurance advances)	1,634,892
Foreclosure advances	1,076,916
Total	$	3,651,705

The Buyer

We, through a wholly owned subsidiary, are the managing member of the Buyer. As of September 30, 2017 , we owned an approximately 72.8% interest in the Buyer.

In the event that any member of the Buyer does not fund its capital contribution, each other member has the right, but not the obligation, to make pro rata capital contributions in excess of its stated commitment, provided that any member’s decision not to fund any such capital contribution will result in a reduction of its membership percentage.

Servicing Fee

Nationstar, SLS and Ocwen remain the named servicers under the applicable servicing agreements and will continue to perform all servicing duties for the related residential mortgage loans. The Buyer, or the related New Residential subsidiary, as applicable, has the right, but not the obligation, to become the named servicer with respect to its investments, subject to obtaining consents and ratings agency approvals required for a formal change of the named servicer. In exchange for their services, we pay Nationstar, SLS and Ocwen a monthly servicing fee representing a portion of the amounts from the purchased basic fee.

The Nationstar Servicing Fee is equal to a fixed percentage of the amounts from the purchased basic fee. This percentage was equal to approximately 9.3% , which is equal to (i) 2 bps divided by (ii) the basic fee, which is 21.6 bps on a weighted average basis as of September 30, 2017 . The SLS servicing fee is equal to 10.75 bps, based on the servicing fee collections of the underlying loans. The Ocwen servicing fee is equal to 6.0 bps, based on the servicing fee collections of the underlying loans.

Targeted Return/Incentive Fee

The Buyer Targeted Return and the Nationstar Performance Fee, with respect to Nationstar, are designed to achieve three objectives: (i) provide a reasonable risk-adjusted return to the Buyer based on the expected amount and timing of estimated cash flows from the purchased basic fee and advances, with both upside and downside based on the performance of the investment, (ii) provide Nationstar with a sufficient fee to compensate it for acting as servicer, and (iii) provide Nationstar with an incentive to effectively service the underlying loans. The Buyer Targeted Return implements these objectives by allocating payments in respect of the purchased basic fee between the Buyer and Nationstar. The SLS Incentive Fee functions in the same fashion with respect to the SLS Transaction. Ocwen also receives a performance-based incentive fee (the “Ocwen Incentive Fee”) based on the ratio of the outstanding servicer advances to the UPB of the underlying loans.

The amount available to satisfy the Buyer Targeted Return is equal to: (i) the amounts from the purchased basic fee, minus (ii) the Nationstar Servicing Fee (“Nationstar Net Collections”). The Buyer will retain the amount of Nationstar Net Collections necessary to achieve the Buyer Targeted Return. Amounts in excess of the Buyer Targeted Return will be used to pay the Nationstar Performance Fee.

The Buyer Targeted Return, which is payable monthly, is generally equal to (i) 14% multiplied by (ii) the Buyer’s total invested capital. Total invested capital is generally equal to the sum of the Buyer’s (i) equity in advances as of the beginning of the prior month, plus (ii) working capital (equal to a percentage of the equity as of the beginning of the prior month), plus (iii) equity and working capital contributed during the course of the prior month.

The Buyer Targeted Return is calculated after giving effect to (i) interest expense on the advance financing, (ii) other expenses and fees of the Buyer and its subsidiaries related to financing facilities, (iii) write-offs on account of any non-recoverable servicer advances, and (iv) any shortfall with respect to a prior month in the satisfaction of the Buyer Targeted Return.

The Nationstar Performance Fee is calculated as follows. Pursuant to a Master Servicing Rights Purchase Agreement and related sale supplements, Nationstar Net Collections is divided into two subsets: the “Retained Amount” and the “Surplus Amount.” If the amount necessary to achieve the Buyer Targeted Return is equal to or less than the Retained Amount, then 50% of the excess Retained Amount (if any) and 100% of the Surplus Amount is paid to Nationstar as the Nationstar Performance Fee. If the amount necessary to achieve the Buyer Targeted Return is greater than the Retained Amount but less than Nationstar Net Collections, then 100% of the excess Surplus Amount is paid to Nationstar as a Nationstar Performance Fee. Nationstar Performance Fee payments were made to Nationstar in the amount of $28.8 million during the nine months ended September 30, 2017 .

The SLS Incentive Fee is equal to up to 4.0 bps on the UPB of the underlying loans, depending on the ratio of the outstanding servicer advances to the UPB of the underlying loans.

The Ocwen Incentive Fee payable in any month is reduced if the advance ratio exceeds a predetermined level for that month. If the advance ratio is exceeded in any month, any performance-based incentive fee payable for such month will be reduced by 1-month LIBOR plus 2.75% (or 275 basis points) per annum of the amount of any such excess servicer advances.

A further discussion of the sensitivity of these incentive fees to changes in LIBOR is included below under “Quantitative and Qualitative Disclosures About Market Risk.”

Residential Securities and Loans

Real Estate Securities

Agency RMBS

The following table summarizes our Agency RMBS portfolio as of September 30, 2017 (dollars in thousands):



							Gross Unrealized
Asset Type	Outstanding Face Amount		Amortized Cost Basis		Percentage of Total Amortized Cost Basis		Gains		Losses			Carrying Value ^(A)		Count	Weighted Average Life (Years)	3-Month CPR		Outstanding Repurchase Agreements
Agency ARM RMBS	$	113,553	$	124,474	10.4	%	$	—	$	(5,549	)	$	118,925	26	4.5	22.0	%	$	126,624
Agency Specified Pools	1,010,000		1,070,807		89.6	%	1,352		(428		)	1,071,731		42	7.9	1.8	%	8,472
Agency RMBS	$	1,123,553	$	1,195,281	100.0	%	$	1,352	$	(5,977	)	$	1,190,656	68	7.6	3.9	%	$	126,624


(A)	Fair value, which is equal to carrying value for all securities.

The following table summarizes the reset dates of our Agency ARM RMBS portfolio as of September 30, 2017 (dollars in thousands):



										Weighted Average
														Periodic Cap
Months to Next Reset ^(A)	Number of Securities	Outstanding Face Amount		Amortized Cost Basis		Percentage of Total Amortized Cost Basis		Carrying Value		Coupon		Margin		1st Coupon Adjustment ^(B)	Subsequent Coupon Adjustment ^(C)		Lifetime Cap ^(D)		Months to Reset ^(E)
1 - 12	26	$	113,553	$	124,474	100.0	%	$	118,925	3.4	%	1.7	%	N/A	1.9	%	8.9	%	5


(A)	Of these investments, 94.5% reset based on 12-month LIBOR index, 3.2% reset based on one-month LIBOR, and 2.3% reset based on the one-year Treasury Constant Maturity Rate.


(B)	Represents the maximum change in the coupon at the end of the fixed rate period. All securities in this category are past the first coupon adjustment.


(C)	Represents the maximum change in the coupon at each reset date subsequent to the first coupon adjustment.


(D)	Represents the maximum coupon on the underlying security over its life.


(E)	Represents recurrent weighted average months to the next interest rate reset.

The following table summarizes the net interest spread of our Agency RMBS portfolio as of September 30, 2017 :



Net Interest Spread ^(A)
Weighted Average Asset Yield	2.96	%
Weighted Average Funding Cost	1.35	%
Net Interest Spread	1.61	%


(A)	The Agency RMBS portfolio consists of 10.4% floating rate securities and 89.6% fixed rate securities (based on amortized cost basis). See table above for details on rate resets of the floating rate securities.

Non-Agency RMBS

The following table summarizes our Non-Agency RMBS portfolio as of September 30, 2017 (dollars in thousands):



					Gross Unrealized
Asset Type	Outstanding Face Amount		Amortized Cost Basis		Gains		Losses			Carrying Value ^(A)		Outstanding Repurchase Agreements
Non-Agency RMBS	$	11,906,608	$	5,136,883	$	412,213	$	(24,906	)	$	5,524,190	$	4,316,544


(A)	Fair value, which is equal to carrying value for all securities.

The following tables summarize the characteristics of our Non-Agency RMBS portfolio and of the collateral underlying our Non-Agency RMBS as of September 30, 2017 (dollars in thousands):



	Non-Agency RMBS Characteristics ^(A)
Vintage ^(B)	Average Minimum Rating ^(C)	Number of Securities	Outstanding Face Amount		Amortized Cost Basis		Percentage of Total Amortized Cost Basis		Carrying Value		Principal Subordination ^(D)		Excess Spread ^(E)		Weighted Average Life (Years)	Weighted Average Coupon ^(F)
Pre 2006	CC	419	$	1,945,400	$	1,372,963	26.9	%	$	1,535,404	13.1	%	1.7	%	8.3	2.4	%
2006	CC	111	2,450,002		1,524,005		29.8	%	1,642,422		7.3	%	2.1	%	8.6	1.6	%
2007	CCC-	92	2,896,107		1,641,641		32.1	%	1,744,402		6.9	%	1.3	%	7.8	1.9	%
2008 and later	BBB	128	4,590,627		569,226		11.2	%	569,712		7.6	%	—	%	3.3	2.5	%
Total/Weighted Average	CCC-	750	$	11,882,136	$	5,107,835	100.0	%	$	5,491,940	8.9	%	1.5	%	7.7	2.0	%



	Collateral Characteristics ^{(A) (G)}
Vintage ^(B)	Average Loan Age (years)	Collateral Factor ^(H)	3-Month CPR ^(I)		Delinquency ^(J)		Cumulative Losses to Date
Pre 2006	12.8	0.09	11.5	%	12.7	%	12.4	%
2006	11.5	0.15	10.2	%	14.1	%	29.6	%
2007	10.6	0.29	10.5	%	13.4	%	33.6	%
2008 and later	11.8	0.80	12.7	%	3.3	%	1.6	%
Total/Weighted Average	11.6	0.26	11.0	%	12.2	%	22.9	%


(A)	Excludes $24.5 million face amount of bonds backed by consumer loans.


(B)	The year in which the securities were issued.

(C)

Ratings provided above were determined by third party rating agencies, represent the most recent credit ratings available as of the reporting date and may not be current. This excludes the ratings of the collateral underlying 218 bonds with a carrying value of $335.8 million , which either have never been rated or for which rating information is no longer provided. We had no assets that were on negative watch for possible downgrade by at least one rating agency as of September 30, 2017 .


(D)	The percentage of amortized cost basis of securities and residual interests that is subordinate to our investments. This excludes interest-only bonds.


(E)	The current amount of interest received on the underlying loans in excess of the interest paid on the securities, as a percentage of the outstanding collateral balance for the quarter ended September 30, 2017 .


(F)	Excludes residual bonds, and certain other Non-Agency bonds, with a carrying value of $161.1 million and $0.0 million , respectively, for which no coupon payment is expected.


(G)	The weighted average loan size of the underlying collateral is $176.8 thousand .


(H)	The ratio of original UPB of loans still outstanding.


(I)	Three month average constant prepayment rate and default rates.


(J)	The percentage of underlying loans that are 90+ days delinquent, or in foreclosure or considered REO.

The following table summarizes the net interest spread of our Non-Agency RMBS portfolio as of September 30, 2017 :



Net Interest Spread ^(A)
Weighted Average Asset Yield	5.77	%
Weighted Average Funding Cost	2.76	%
Net Interest Spread	3.01	%


(A)	The Non-Agency RMBS portfolio consists of 92.0% floating rate securities and 8.0% fixed rate securities (based on amortized cost basis).

Call Rights

We hold a limited right to cleanup call options with respect to certain securitization trusts serviced or master serviced by Nationstar whereby, when the UPB of the underlying residential mortgage loans falls below a pre-determined threshold, we can effectively purchase the underlying residential mortgage loans at par, plus unreimbursed servicer advances, resulting in the repayment of all

of the outstanding securitization financing at par, in exchange for a fee of 0.75% of UPB paid to Nationstar at the time of exercise. We similarly hold a limited right to cleanup call options with respect to certain securitization trusts master serviced by SLS for no fee, and also with respect to certain securitization trusts serviced or master serviced by Ocwen subject to a fee of 0.5% of UPB on loans that are current or thirty (30) days or less delinquent, paid to Ocwen at the time of exercise. The aggregate UPB of the underlying residential mortgage loans within these various securitization trusts is approximately $155.0 billion .

We continue to evaluate the call rights we acquired from each of our servicers, and our ability to exercise such rights and realize the benefits therefrom are subject to a number of risks. See “Risk Factors—Risks Related to Our Business—Our ability to exercise our cleanup call rights may be limited or delayed if a third party also possessing such cleanup call rights exercises such rights, if the related securitization trustee refuses to permit the exercise of such rights, or if a related party is subject to bankruptcy proceedings.” The actual UPB of the residential mortgage loans on which we can successfully exercise call rights and realize the benefits therefrom may differ materially from our initial assumptions.

We have exercised our call rights with respect to Non-Agency RMBS trusts and purchased performing and non-performing residential mortgage loans and REO contained in such trusts prior to their termination. In certain cases, we sold portions of the purchased loans through securitizations, and retained bonds issued by such securitizations. In addition, we received par on the securities issued by the called trusts which we owned prior to such trusts’ termination. Refer to Note 8 in our Condensed Consolidated Financial Statements for further details on these transactions.

Residential Mortgage Loans

As of September 30, 2017 , we had approximately $2.4 billion outstanding face amount of residential mortgage loans. These investments were financed with repurchase agreements with an aggregate face amount of approximately $1,686.7 million and notes and bonds payable with an aggregate face amount of approximately $146.2 million . We acquired these loans through open market purchases, as well as through the exercise of call rights.

The following table presents the total residential mortgage loans outstanding by loan type at September 30, 2017 (dollars in thousands).



	Outstanding Face Amount		Carrying Value		Loan Count	Weighted Average Yield		Weighted Average Life (Years) ^(A)	Floating Rate Loans as a % of Face Amount		LTV Ratio ^(B)		Weighted Avg. Delinquency ^(C)		Weighted Average FICO ^(D)
Reverse Mortgage Loans ^{(E) (F)}	$	—	$	—	—	—	%	—	—	%	—	%	—	%	N/A
Performing Loans ^(G)	556,361		507,300		8,079	8.0	%	5.6	18.7	%	78.8	%	7.6	%	651
Purchased Credit Deteriorated Loans ^(H)	264,183		194,927		2,258	7.1	%	3.0	14.4	%	81.5	%	79.3	%	597
Total Residential Mortgage Loans, held-for-investment	$	820,544	$	702,227	10,337	7.7	%	4.8	17.3	%	79.6	%	30.7	%	634

Reverse Mortgage Loans ^{(E) (F)}	$	19,207	$	9,342	51	7.2	%	4.3	13.6	%	135.1	%	81.6	%	N/A
Performing Loans ^{(G) (I)}	779,618		791,134		11,139	4.0	%	4.9	16.4	%	65.8	%	3.4	%	663
Non-Performing Loans ^{(H) (I)}	820,912		626,275		5,228	5.5	%	4.3	21.4	%	97.0	%	60.0	%	583
Total Residential Mortgage Loans, held-for-sale	$	1,619,737	$	1,426,751	16,418	4.8	%	4.6	18.9	%	82.4	%	33.0	%	622


(A)	The weighted average life is based on the expected timing of the receipt of cash flows.


(B)	LTV refers to the ratio comparing the loan’s unpaid principal balance to the value of the collateral property.


(C)	Represents the percentage of the total principal balance that is 60+ days delinquent.


(D)	The weighted average FICO score is based on the weighted average of information updated and provided by the loan servicer on a monthly basis.


(E)	Represents a 70% participation interest we hold in a portfolio of reverse mortgage loans. The average loan balance outstanding based on total UPB was $0.5 million . Approximately 59% of these loans outstanding have reached a termination event. As a result of the termination event, each such loan has matured and the borrower can no longer make draws on these loans.


(F)	FICO scores are not used in determining how much a borrower can access via a reverse mortgage loan.


(G)	Performing loans are generally placed on nonaccrual status when principal or interest is 120 days or more past due.


(H)	Includes loans with evidence of credit deterioration since origination where it is probable that we will not collect all contractually required principal and interest payments. As of September 30, 2017 , we have placed all Non-Performing Loans, held-for-sale on nonaccrual status, except as described in (I) below.


(I)	Includes $34.9 million and $70.6 million UPB of Ginnie Mae EBO performing and non-performing loans, respectively, on accrual status as contractual cash flows are guaranteed by the FHA.

We consider the delinquency status, loan-to-value ratios, and geographic area of residential mortgage loans as our credit quality indicators.

Other

Consumer Loans

On April 1, 2013, we completed, through newly formed limited liability companies (together, the “Consumer Loan Companies”), a co-investment in a portfolio of consumer loans. The portfolio included personal unsecured loans and personal homeowner loans originated through subsidiaries of HSBC Finance Corporation. We acquired 30% membership interests in each of the Consumer Loan Companies. Of the remaining 70% of the membership interests, OneMain, which is majority-owned by Fortress funds managed by our Manager, acquired 47% and funds managed by Blackstone Tactical Opportunities Advisors LLC acquired 23% . OneMain acted as the managing member of the Consumer Loan Companies. After a servicing transition period, OneMain became the servicer of the loans and provides all servicing and advancing functions for the portfolio. On October 3, 2014, the Consumer Loan Companies refinanced the portfolio with an asset-backed securitization, resulting in proceeds in excess of the refinanced debt which were distributed to the co-investors. This reduced our basis in the consumer loans investment to $0.0 million and resulted in a gain. Subsequent to this refinancing, we discontinued recording our share of the underlying earnings of the Consumer Loan Companies.

On March 31, 2016, we entered into the SpringCastle Transaction. As a result, we own 53.5% of, and consolidate, the Consumer Loan Companies.

In 2016, we agreed to purchase newly originated consumer loans from a third party (“Consumer Loan Seller”). In the aggregate, as of December 31, 2016, we had purchased $177.4 million UPB of loans for an aggregate purchase price of $176.2 million from Consumer Loan Seller. These loans are not held in the Consumer Loan Companies and have been designated as performing consumer loans, held-for-investment.

The table below summarizes the collateral characteristics of the consumer loans as of September 30, 2017 (dollars in thousands):



	Collateral Characteristics
	UPB		Personal Unsecured Loans %		Personal Homeowner Loans %		Number of Loans	Weighted Average Original FICO Score ^(A)	Weighted Average Coupon		Adjustable Rate Loan %		Average Loan Age (months)	Average Expected Life (Years)	Delinquency 30 Days ^(B)		Delinquency 60 Days ^(B)		Delinquency 90+ Days ^(B)		12-Month CRR ^(C)		12-Month CDR ^(D)
Consumer loans, held-for-investment	$	1,472,973	69.6	%	30.4	%	182,463	671	17.9	%	10.6	%	139	3.5	2.2	%	1.2	%	2.2	%	17.0	%	6.3	%


(A)	Weighted average original FICO score represents the FICO score at the time the loan was originated.


(B)	Delinquency 30 Days, Delinquency 60 Days and Delinquency 90+ Days represent the percentage of the total principal balance of the pool that corresponds to loans that are delinquent by 30-59 days, 60-89 days or 90 or more days, respectively.


(C)	12-Month CRR, or the voluntary prepayment rate, represents the annualized rate of the voluntary prepayments during the three months as a percentage of the total principal balance of the pool.


(D)	12-Month CDR, or the involuntary prepayment rate, represents the annualized rate of the involuntary prepayments (defaults) during the three months as a percentage of the total principal balance of the pool.

In February 2017, we completed a co-investment, through a newly formed entity, PF LoanCo Funding LLC (“LoanCo”), to purchase up to $5.0 billion worth of newly originated consumer loans from Consumer Loan Seller over a two year term. We, along with three co-investors, each acquired 25% membership interests in LoanCo. For further information, see Note 9 to our Condensed Consolidated Financial Statements.

The following is a summary of LoanCo’s consumer loan investments:



	Unpaid Principal Balance		Interest in Consumer Loans		Carrying Value		Weighted Average Coupon		Weighted Average Expected Life (Years) ^(A)	Weighted Average Delinquency ^(B)
September 30, 2017 ^(C)	$	231,839	25.0	%	$	231,839	16.4	%	1.4	0.3	%


(A)	Represents the weighted average expected timing of the receipt of expected cash flows for this investment.


(B)	Represents the percentage of the total unpaid principal balance that is 30+ days delinquent. Delinquency status is the primary credit quality indicator as it provides early warning of borrowers who may be experiencing financial difficulties.


(C)	Data as of August 31, 2017 as a result of the one month reporting lag.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Actual results could differ from these estimates. We believe that the estimates and assumptions utilized in the preparation of the Condensed Consolidated Financial Statements are prudent and reasonable. Actual results historically have generally been in line with our estimates and judgments used in applying each of the accounting policies described below, as modified periodically to reflect current market conditions.

Our critical accounting policies as of September 30, 2017 , which represent our accounting policies that are most affected by judgments, estimates and assumptions, included all of the critical accounting policies referred to in our annual report on Form 10-K for the year ended December 31, 2016 , except as described below.

Consolidation

In May 2017, we securitized a pool of reperforming residential mortgage loans through certain subsidiaries (the “RPL Borrowers” - see Note 9 to our Condensed Consolidated Financial Statements). As a result of controlling an optional redemption feature in the securitization, although the loans were legally sold, solely for accounting purposes we determined that substantially all of the risks and rewards inherent in owning the loans had not been transferred through the securitization, and that it would not be treated as a sale under GAAP. Furthermore, we have determined that the RPL Borrowers are VIEs and that we are their primary beneficiary, and consolidate them, as a result of controlling the optional redemption feature and owning certain notes issued by the RPL Borrowers.

We account for our investments in LoanCo and WarrantCo pursuant to the equity method of accounting because we can exercise significant influence over LoanCo and WarrantCo, but the requirements for consolidation are not met. Our share of earnings and losses in these equity method investees is included in “Earnings from investments in consumer loans, equity method investees” on the condensed consolidated statements of income. Equity method investments are included in “Investments in consumer loans, equity method investees” on the condensed consolidated balance sheets. LoanCo has elected to measure its investment in consumer loans at fair value and WarrantCo has elected to measure its investments in warrants at fair value.

Mortgage Servicing Rights Financing Receivable

As a result of the length of the initial term of the related subservicing agreements between NRM and PHH, and NRM and Ocwen (Note 5 to our Condensed Consolidated Financial Statements), although the MSRs were legally sold, solely for accounting purposes we determined that substantially all of the risks and rewards inherent in owning the MSRs had not been transferred to NRM, and that the purchase agreements would not be treated as sales under GAAP. Therefore, rather than recording investments in MSRs, we recorded investments in mortgage servicing rights financing receivable. Income from these investments is recorded as interest income, and we have elected to measure these investments at fair value, with changes in fair value flowing through Change in fair value of investments in mortgage servicing rights financing receivable in the Condensed Consolidated Statements of Income.

Recent Accounting Pronouncements

See Note 1 to our Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

The following table summarizes the changes in our results of operations for the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016 (dollars in thousands). Our results of operations are not necessarily indicative of future performance.



	Three Months Ended September 30,						Increase (Decrease)			Nine Months Ended September 30,						Increase (Decrease)
	2017			2016			Amount			2017			2016			Amount
Interest income	$	397,722		$	282,388		$	115,334		$	1,162,212		$	749,901		$	412,311
Interest expense	125,278			96,488			28,790			338,664			278,401			60,263
Net Interest Income	272,444			185,900			86,544			823,548			471,500			352,048

Impairment
Other-than-temporary impairment (OTTI) on securities	1,509			1,765			(256		)	8,736			7,838			898
Valuation provision (reversal) on loans and real estate owned	26,700			18,275			8,425			65,381			41,845			23,536
	28,209			20,040			8,169			74,117			49,683			24,434

Net interest income after impairment	244,235			165,860			78,375			749,431			421,817			327,614
Servicing revenue, net	58,014			—			58,014			269,467			—			269,467
Other Income
Change in fair value of investments in excess mortgage servicing rights	(14,291		)	(17,060		)	2,769			(32,650		)	(24,397		)	(8,253		)
Change in fair value of investments in excess mortgage servicing rights, equity method investees	2,054			6,261			(4,207		)	6,056			8,608			(2,552		)
Change in fair value of investments in mortgage servicing rights financing receivable	70,232			—			70,232			75,828			—			75,828
Change in fair value of servicer advance investments	10,941			21,606			(10,665		)	70,469			4,328			66,141
Gain on consumer loans investment	—			—			—			—			9,943			(9,943		)
Gain on remeasurement of consumer loans investment	—			—			—			—			71,250			(71,250		)
Gain (loss) on settlement of investments, net	1,553			(11,165		)	12,718			1,250			(37,682		)	38,932
Earnings from investments in consumer loans, equity method investees	6,769			—			6,769			12,649			—			12,649
Other income (loss), net	9,887			27,059			(17,172		)	7,696			6,850			846
	87,145			26,701			60,444			141,298			38,900			102,398

Operating Expenses
General and administrative expenses	19,919			8,777			11,142			47,788			28,082			19,706
Management fee to affiliate	14,187			10,536			3,651			41,447			30,552			10,895
Incentive compensation to affiliate	19,491			7,075			12,416			72,123			13,200			58,923
Loan servicing expense	13,690			14,187			(497		)	40,068			30,037			10,031
Subservicing expense	49,773			—			49,773			123,435			—			123,435
	117,060			40,575			76,485			324,861			101,871			222,990

Income (Loss) Before Income Taxes	272,334			151,986			120,348			835,335			358,846			476,489
Income tax expense (benefit)	32,613			20,900			11,713			121,053			18,195			102,858
Net Income (Loss)	$	239,721		$	131,086		$	108,635		$	714,282		$	340,651		$	373,631
Noncontrolling Interests in Income (Loss) of Consolidated Subsidiaries	$	13,600		$	32,178		$	(18,578	)	$	45,051		$	61,355		$	(16,304	)
Net Income (Loss) Attributable to Common Stockholders	$	226,121		$	98,908		$	127,213		$	669,231		$	279,296		$	389,935

Interest Income

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Interest income increased by $115.3 million , primarily attributable to an increase in interest income of (i) $55.3 million from an increase in the size of the Real Estate Securities portfolio and accelerated accretion on Real Estate Securities owned in Non-Agency RMBS trusts that were terminated upon the execution of calls, (ii) $31.7 million from Mortgage Servicing Rights Financing Receivables due to the PHH and Ocwen Transactions (Note 5 to our Condensed Consolidated Financial Statements), (iii) $29.4 million from Servicer Advance Investments, primarily due to a $46.5 million increase from HLSS Servicer Advance Investments driven by a retrospective adjustment resulting from a change in cash flow assumptions, and (iv) $17.7 million from an increase in the size of the Residential Mortgage Loans portfolio due to the acquisition of loans through the execution of calls and a purchase from a third-party. The increase was partially offset by (v) a $13.7 million decrease from Consumer Loan investments primarily driven by lower UPB, (vi) a $4.9 million decrease from Excess MSR investments attributable to a step up in prepayment rates this quarter relative to the prior year, and (vii) a $0.2 million decrease in interest income related to recoveries from certain GNMA EBO servicer advances.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Interest income increased by $412.3 million , primarily attributable to an increase in interest income of (i) $186.7 million from Servicer Advance Investments, primarily due to a $218.0 million increase from HLSS Servicer Advance Investments driven by retrospective adjustments resulting from a change in cash flow assumptions, (ii) $148.5 million from an increase in the size of Real Estate Securities portfolio and accelerated accretion on Real Estate Securities owned in Non-Agency RMBS trusts that were terminated upon the execution of calls, (iii) $48.1 million from Consumer Loans acquired as a result of the SpringCastle Transaction (Note 9 to our Condensed Consolidated Financial Statements) on March 31, 2016, (iv) $34.3 million from Mortgage Servicing Rights Financing Receivables due to the PHH and Ocwen Transactions (Note 5 to our Condensed Consolidated Financial Statements), and (v) $27.6 million from the Residential Mortgage Loans portfolio due to the acquisition of loans through the execution of calls. The increase was partially offset by (vi) a $31.6 million decrease from Excess MSR investments attributable to a step up in prepayment rates relative to the prior year, and (vii) a $1.2 million decrease in interest income related to recoveries from certain GNMA EBO servicer advances.

Interest Expense

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Interest expense increased by $28.8 million primarily attributable to increases of (i) $22.2 million of interest expense on repurchase agreements and financings on Real Estate Securities in which we made additional levered investments subsequent to September 30, 2016, (ii) $15.3 million of interest expense on MSRs and related servicer advances financing obtained subsequent to September 30, 2016, (iii) $9.3 million on Residential Mortgage Loans due to an increase in the underlying principal balance of the portfolio levered with repurchase agreements, and (iv) $6.2 million on debt collateralized by Excess MSRs issued subsequent to September 30, 2016. The increase was partially offset by (v) an $18.9 million decrease in interest on financings related to Servicer Advance Investments due to debt extinguishment and refinancing subsequent to September 30, 2016, and (vi) $5.4 million on Consumer Loans due to a decrease in the levered portfolio.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Interest expense increased by $60.3 million primarily attributable to increases of (i) $54.3 million of interest expense on repurchase agreements and financings on Real Estate Securities in which we made additional levered investments subsequent to September 30, 2016, (ii) $26.8 million of interest expense on MSRs and related servicer advances financing obtained subsequent to September 30, 2016, (iii) $17.2 million on debt collateralized by Excess MSRs issued subsequent to September 30, 2016, (iv) $14.2 million on Residential Mortgage Loans due to an increase in the underlying principal balance of the portfolio levered with repurchase agreements, and (v) $3.9 million on the Consumer Loan segment including the securitization notes recorded as a result of the SpringCastle Transaction (Note 9 to our Condensed Consolidated Financial Statements) on March 31, 2016. The increase was partially offset by (vi) a $56.1 million decrease in interest on financings related to Servicer Advance Investments due to debt extinguishment and refinancing subsequent to September 30, 2016.

Other-Than-Temporary Impairment on Securities

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

The other-than-temporary impairment on securities decreased by $0.3 million during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 primarily resulting from a decrease in fair values above their amortized cost basis on a decreased number of our Non-Agency RMBS as of September 30, 2017 .

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

The other-than-temporary impairment on securities increased by $0.9 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 primarily resulting from a decrease in fair values below their amortized cost basis on an increased number of our Non-Agency RMBS as of September 30, 2017 .

Valuation Provision (Reversal) on Loans and Real Estate Owned

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

The $8.4 million increase in the valuation and loss provision (reversal) on loans and real estate owned resulted from (i) a $10.6 million increase in impairment on Residential Mortgage Loans and REO due primarily to impairment on certain non-performing loans with low performance partially offset by a reduction in impairment on REOs during the three months ended September 30, 2017 , and (ii) a $3.8 million increase of reserve related to certain GNMA EBO servicer advance receivables, partially offset by (iii) a decrease of $6.0 million in consumer loan provision expense during the three months ended September 30, 2017 due to a reversal of impairment on certain purchased credit deteriorated loans and a reduction in net charge-offs on the Consumer Loan Companies during the three months ended September 30, 2017 .

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

The $23.5 million increase in the valuation and loss provision (reversal) on loans and real estate owned resulted from (i) consumer loan provision expense of $13.5 million on loans recorded as a result of the SpringCastle Transaction (Note 9 to our Condensed Consolidated Financial Statements) on March 31, 2016 and certain newly originated consumer loans acquired subsequent to September 30, 2016, (ii) a $7.0 million increase in impairment on certain non-performing loans with low performance and certain REOs with a decrease in home prices, and (iii) a $3.0 million increase of reserve related to certain GNMA EBO servicer advance receivables during the nine months ended September 30, 2017 .

Servicing Revenue, Net

The component of servicing revenue, net related to changes in valuation inputs and assumptions related to the following:



	Three Months Ended September 30,					Increase (Decrease)			Nine Months Ended September 30,					Increase (Decrease)
	2017			2016		Amount			2017			2016		Amount
Changes in interest rates and prepayment rates	$	(41,445	)	$	—	$	(41,445	)	$	(61,271	)	$	—	$	(61,271	)
Changes in discount rates	50,257			—		50,257			122,347			—		122,347
Changes in other factors	(20,330		)	—		(20,330		)	16,389			—		16,389
Total	$	(11,518	)	$	—	$	(11,518	)	$	77,465		$	—	$	77,465

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Servicing revenue, net increased $58.0 million during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 as a result of MSR acquisitions by our licensed servicer subsidiary, NRM, which closed subsequent to September 30, 2016 (Note 5 to our Condensed Consolidated Financial Statements). The increase was offset by negative mark-to-market adjustment of $11.5 million related to changes in valuation inputs and assumptions, which included a decrease in projected recapture rate.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Servicing revenue, net increased $269.5 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 as a result of MSR acquisitions by our licensed servicer subsidiary, NRM, which closed subsequent to September 30, 2016 (Note 5 to our Condensed Consolidated Financial Statements). $77.5 million of the increase was related to changes in valuation inputs and assumptions, primarily driven by a decrease in discount rates and an increase in the custodial earnings rate that caused the fair value of our MSRs to increase by approximately $122.3 million and $38.0 million, respectively.

Change in Fair Value of Investments in Excess Mortgage Servicing Rights

Changes in the fair value of investments in Excess MSRs related to the following:



	Three Months Ended September 30,						Increase (Decrease)		Nine Months Ended September 30,						Increase (Decrease)
	2017			2016			Amount		2017			2016			Amount
Changes in interest rates and prepayment rates	$	(14,267	)	$	(14,672	)	$	405	$	(34,465	)	$	(6,544	)	$	(27,921	)
Changes in discount rates	—			—			—		—			—			—
Changes in other factors	(24		)	(2,388		)	2,364		1,815			(17,853		)	19,668
Total	$	(14,291	)	$	(17,060	)	$	2,769	$	(32,650	)	$	(24,397	)	$	(8,253	)

Change in Fair Value of Investments in Excess Mortgage Servicing Rights, Equity Method Investees

Changes in the fair value of investments in Excess MSRs, equity method investees related to the following:



	Three Months Ended September 30,					Increase (Decrease)			Nine Months Ended September 30,						Increase (Decrease)
	2017			2016		Amount			2017			2016			Amount
Changes in interest rates and prepayment rates	$	(1,823	)	$	1,077	$	(2,900	)	$	(1,683	)	$	(1,526	)	$	(157	)
Changes in discount rates	—			—		—			—			—			—
Changes in other factors	3,877			5,184		(1,307		)	7,739			10,134			(2,395		)
Total	$	2,054		$	6,261	$	(4,207	)	$	6,056		$	8,608		$	(2,552	)

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

The positive mark-to-market adjustments during the three months ended September 30, 2017 were mainly driven by interest income net of expenses recorded at the investee level and other market factors, offset by an increase in prepayment speed projections, which totaled $3.9 million during the three months ended September 30, 2017 , compared to $5.2 million during the three months ended September 30, 2016 .

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

The positive mark-to-market adjustments during the nine months ended September 30, 2017 were mainly driven by interest income net of expenses recorded at the investee level and other market factors, which totaled $7.7 million during the nine months ended September 30, 2017 , compared to $10.1 million during the nine months ended September 30, 2016 .

Change in Fair Value of Investments in Mortgage Servicing Rights Financing Receivable

The component of changes in the fair value of investments in mortgage servicing rights financing receivable related to changes in valuation inputs and assumptions related to the following:



	Three Months Ended September 30,					Increase (Decrease)			Nine Months Ended September 30,					Increase (Decrease)
	2017			2016		Amount			2017			2016		Amount
Changes in interest rates and prepayment rates	$	(9,097	)	$	—	$	(9,097	)	$	(12,625	)	$	—	$	(12,625	)
Changes in discount rates	56,694			—		56,694			65,997			—		65,997
Changes in other factors	41,518			—		41,518			42,466			—		42,466
Total	$	89,115		$	—	$	89,115		$	95,838		$	—	$	95,838

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

The change in fair value of investments in mortgage servicing rights financing receivable of $70.2 million during the three months ended September 30, 2017 is due to the acquisition of mortgage servicing rights financing receivable as a result of the PHH Transaction and Ocwen Transaction (Note 5 to our Condensed Consolidated Financial Statements), which are measured at fair value on a recurring basis. $89.1 million of the increase was related to changes in valuation inputs and assumptions, which was offset by $18.9 million of amortization of servicing rights. In addition to changes in discount rates, $45.7 million of the increase in fair value was driven by a change in expected cash flows associated with REO commissions, partially offset by a lower projected recapture rate related to the PHH portfolio.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

The change in fair value of investments in mortgage servicing rights financing receivable of $75.8 million during the nine months ended September 30, 2017 is due to the acquisition of mortgage servicing rights financing receivable as a result of the PHH Transaction and Ocwen Transaction (Note 5 to our Condensed Consolidated Financial Statements), which are measured at fair value on a recurring basis. $95.8 million of the increase was related to changes in valuation inputs and assumptions, which was offset by $20.0 million of amortization of servicing rights. In addition to changes in discount rates, $45.7 million of the increase in fair value was driven by a change in expected cash flows associated with REO commissions, partially offset by a lower projected recapture rate related to the PHH portfolio.

Change in Fair Value of Investments in Servicer Advance Investments

Changes in the fair value of investments in Servicer Advance Investments related to the following:



	Three Months Ended September 30,					Increase (Decrease)			Nine Months Ended September 30,						Increase (Decrease)
	2017			2016		Amount			2017			2016			Amount
Changes in interest rates and prepayment rates	$	(13,770	)	$	8,060	$	(21,830	)	$	(17,273	)	$	(74,744	)	$	57,471
Changes in discount rates	(3,099		)	—		(3,099		)	(157,903		)	59,708			(217,611		)
Changes in other factors	27,810			13,546		14,264			245,645			19,364			226,281
Total	$	10,941		$	21,606	$	(10,665	)	$	70,469		$	4,328		$	66,141

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

The positive mark-to-market adjustments during the three months ended September 30, 2017 were mainly driven by changes in valuation inputs and assumptions related to the Ocwen Transaction (Note 5 to our Condensed Consolidated Financial Statements) that caused fair value to increase by $41.5 million, partially offset by an increase in prepayment speed projections.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

The positive mark-to-market adjustments during the nine months ended September 30, 2017 were mainly driven by a change in valuation assumptions related to the HLSS portfolio. Primarily, we reduced our assumption related to the cost of subservicing in periods subsequent to the expiration of the related contract to reflect the current characteristics of, and market for, this investment.

This change in assumption resulted in a positive mark-to-market adjustment of $193.8 million. Changes in valuation inputs and assumptions related to the Ocwen Transaction (Note 5 to our Condensed Consolidated Financial Statements) further increased the fair value by $41.5 million. The increase was partially offset by a negative mark-to-market adjustment of $157.9 million driven by a discount rate change related to the HLSS portfolio.

Gain on Consumer Loans Investment

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Gain on consumer loans investment was a result of the SpringCastle Transaction (Note 9 to our Condensed Consolidated Financial Statements) on March 31, 2016, triggering a change in accounting to income recognition based on the consolidated assets and liabilities rather than recognition of income based on the distributions in excess of basis for prior periods.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Gain on consumer loans investment decreased by $9.9 million as a result of the SpringCastle Transaction (Note 9 to our Condensed Consolidated Financial Statements) on March 31, 2016, triggering a change in accounting to income recognition based on the consolidated assets and liabilities rather than recognition of income based on the distributions in excess of basis for prior periods.

Gain on Remeasurement of Consumer Loans Investment

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Gain on remeasurement of consumer loans investment represents the remeasurement of New Residential’s previously held equity method investment in the Consumer Loan Companies as a result of obtaining a controlling financial interest through the SpringCastle Transaction (Note 9 to our Condensed Consolidated Financial Statements).

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Gain on remeasurement of consumer loans investment of $71.3 million during the nine months ended September 30, 2016 represents the remeasurement of New Residential’s previously held equity method investment in the Consumer Loan Companies as a result of obtaining a controlling financial interest through the SpringCastle Transaction (Note 9 to our Condensed Consolidated Financial Statements).

Gain (Loss) on Settlement of Investments, Net

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Gain (loss) on settlement of investments increased by $12.7 million , primarily related to (i) increased gain on sale of real estate securities of $8.0 million, and (ii) $11.3 million realized gain related to the Ocwen Transaction (Note 5 to our Condensed Consolidated Financial Statements), partially offset by (iii) increased loss on extinguishment of debt and write-off financing fees of $2.4 million, and (iv) $4.1 million change in gain on sale of REO to loss on sale of REO, during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Gain (loss) on settlement of investments increased by $38.9 million , primarily related to (i) increased gain on sale of residential mortgage loans of $28.8 million, (ii) increased gain on sale of real estate securities of $14.5 million, (iii) $5.4 million decrease in loss on settlement of derivatives, and (iv) $11.3 million realized gain related to the Ocwen Transaction (Note 5 to our Condensed Consolidated Financial Statements). This increase was partially offset by (v) increased loss on extinguishment of debt and write-off financing fees of $2.4 million, (vi) $12.4 million change in gain on sale of REO to loss on sale of REO, and (vii) $6.4 million increase in loss on liquidated residential mortgage loans, during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Earnings from Investments in Consumer Loans, Equity Method Investees

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Earnings from investments in Consumer Loans, Equity Method Investees of $6.8 million during the three months ended September 30, 2017 represents earnings generated by our 25% member interest in LoanCo and WarrantCo (Note 9 to our Condensed Consolidated Financial Statements).

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Earnings from investments in Consumer Loans, Equity Method Investees of $12.6 million during the nine months ended September 30, 2017 represents earnings generated by our 25% member interest in LoanCo and WarrantCo (Note 9 to our Condensed Consolidated Financial Statements).

Other Income (Loss), Net

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Other income (loss), net decreased by $17.2 million , primarily attributable to (i) a $17.5 million decrease in unrealized gain on derivative instruments, (ii) a $2.7 million decrease in gain on transfers of EBO and reverse mortgage loans to HUD claim receivables, and (iii) a $2.8 million increase in REO expense. This decrease was partially offset by (iv) a $7.0 million gain on Ocwen common stock, during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Other income (loss), net increased by $0.8 million , primarily attributable to (i) a $15.0 million decrease in unrealized loss on derivative instruments, (ii) an increased gain on transfer of loans to REO of $2.1 million, and (iii) a $7.0 million gain on Ocwen common stock. This increase was partially offset by (iv) a $10.4 million decrease in Ocwen downgrade reimbursement income, and (v) a $8.5 million increase in REO expense and servicer advance expenses, (vi) a $2.7 million decrease in gain on transfers of EBO and reverse mortgage loans to HUD claim receivables, and (vii) a $1.2 million increase in reserve on collapse holdback during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

General and Administrative Expenses

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

General and administrative expenses increased by $11.1 million primarily attributable to (i) an increase of $4.2 million in deal related expense primarily associated with the Ocwen Transaction (Note 5 to our Condensed Consolidated Financial Statements), (ii) a $2.6 million increase in other general and administrative expenses related to newly acquired Residential Mortgage Loans, (iii) a $1.6 million increase in custodian expense, (iv) a $0.9 million increase in professional fees related to legal, and (v) a $0.7 million increase in professional fees related to servicing compliance, during the three months ended September 30, 2017 .

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

General and administrative expenses increased by $19.7 million primarily attributable to (i) a $5.7 million increase in other general and administrative expenses related to newly acquired Residential Mortgage Loans, (ii) a $4.8 million increase in securitization fees, (iii) a $2.4 million increase in custodian expense, (iv) a $1.9 million increase in professional fees related to servicing compliance, (v) a $1.7 million increase in professional fees related to legal, and (vi) a $1.5 million increase in deal related expense, during the nine months ended September 30, 2017 .

Management Fee to Affiliate

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Management fee to affiliate increased by $3.7 million as a result of increases to our gross equity subsequent to September 30, 2016 .

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Management fee to affiliate increased by $10.9 million as a result of increases to our gross equity subsequent to September 30, 2016 .

Incentive Compensation to Affiliate

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Incentive compensation to affiliate increased by $12.4 million due to an increase in our incentive compensation earnings measure resulting from the changes in the income and expense items described above, excluding any unrealized gains or losses from mark-to-market valuation changes on investments and debt, during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 .

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Incentive compensation to affiliate increased by $58.9 million due to an increase in our incentive compensation earnings measure resulting from the changes in the income and expense items described above, excluding any unrealized gains or losses from mark-to-market valuation changes on investments and debt, during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Loan Servicing Expense

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Loan servicing expense decreased by $0.5 million due to (i) a $1.8 million decrease in loan servicing expense on Consumer Loans, held for investment due the declining amount of UPB serviced, which was partially offset by (ii) a $1.3 million increase in servicing expense on the Residential Mortgage Loans due to an increase in the size of the portfolio serviced subsequent to September 30, 2016.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Loan servicing expense increased by $10.0 million due to (i) a $8.9 million increase of loan servicing expense on Consumer Loans, held for investment as a result of the SpringCastle Transaction (Note 9 to our Condensed Consolidated Financial Statements) on March 31, 2016, and (ii) a $1.4 million increase in servicing expense on the Residential Mortgage Loans, partially offset by (iii) a $0.2 million decrease in servicing expense on Real Estate Securities.

Subservicing Expense

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Subservicing expense increased $49.8 million during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 as a result of transactions that closed subsequent to September 30, 2016 within our licensed servicer subsidiary, NRM (Note 5 to our Condensed Consolidated Financial Statements).

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Subservicing expense increased $123.4 million during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 as a result of transactions that closed subsequent to September 30, 2016 within our licensed servicer subsidiary, NRM (Note 5 to our Condensed Consolidated Financial Statements).

Income Tax Expense (Benefit)

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Income tax expense (benefit) increased by $11.7 million primarily due to (i) the increase in the net deferred tax expense resulting from changes in assumptions impacting interest income and mark-to-market on Servicer Advance Investments and (ii) taxable income at NRM as a licensed mortgage servicer subsequent to September 30, 2016.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Income tax expense (benefit) increased by $102.9 million primarily due to the increase in the net deferred tax expense resulting from changes in assumptions impacting interest income and mark-to-market on Servicer Advance Investments and other book to tax differences.

Noncontrolling Interests in Income (Loss) of Consolidated Subsidiaries

Three Months Ended September 30, 2017 compared to the three months ended September 30, 2016 .

Noncontrolling interests in income of consolidated subsidiaries decreased by $18.6 million primarily due to (i) a $17.6 million decrease in other’s interest in the net income of the Buyer as a result of a decrease in ownership from 54.2% to 27.2%, as well as a net decrease in interest income earned on the Buyer’s levered assets and in the change in fair value of the Buyer’s assets, during the three months ended September 30, 2017 , and (ii) a $1.0 million decrease in other’s interest in the net income of the Consumer Loan Companies as a result of a decrease in UPB and interest income generated, during the three months ended September 30, 2017.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 .

Noncontrolling interests in income of consolidated subsidiaries decreased by $16.3 million primarily due to (i) a $23.0 million decrease in other’s interest in the net income of the Buyer as a result of a decrease in ownership from 54.2% to 27.2%, as well as a net decrease in interest income earned on the Buyer’s levered assets and in the change in fair value of the Buyer’s assets, during the nine months ended September 30, 2017 , which was partially offset by (ii) an increase of $6.7 million from the consolidation of the Consumer Loan Companies as part of the SpringCastle Transaction on March 31, 2016 (Note 9 to our Condensed Consolidated Financial Statements), which are 46.5% owned by third parties.

Other Comprehensive Income. See “—Accumulated Other Comprehensive Income (Loss)” below.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments, and other general business needs. Additionally, to maintain our status as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT taxable income. We note that a portion of this requirement may be able to be met in future years through stock dividends, rather than cash, subject to limitations based on the value of our stock.

Our primary sources of funds for liquidity generally consist of cash provided by operating activities (primarily income from our investments in Excess MSRs, MSRs, Servicer Advance Investments, RMBS and loans), sales of and repayments from our investments, potential debt financing sources, including securitizations, and the issuance of equity securities, when feasible and appropriate. Our ability to utilize funds generated by the MSRs held in our licensed servicer subsidiary, NRM, is subject to regulatory requirements regarding NRM’s liquidity. As of September 30, 2017 , approximately $132.4 million of our cash and cash equivalents was held at NRM, of which $51.8 million was in excess of regulatory liquidity requirements and available for deployment. Our primary uses of funds are the payment of interest, management fees, incentive compensation, outstanding commitments (including margins) and other operating expenses, and the repayment of borrowings and hedge obligations, as well as dividends. Although we have other sources of liquidity, such as sales of and repayments from our investments, potential debt financing sources and the issuance of equity securities, there can be no assurance that we will generate sufficient cash or achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions in the future. We have also committed to purchase certain future servicer advances. Currently, we expect that net recoveries of servicer advances will exceed net fundings for the foreseeable future. However, in the event of a significant economic downturn, net fundings could exceed net recoveries, which could have a materially adverse impact on our liquidity and could also result in additional expenses, primarily interest expense on any related financings of incremental advances.

Currently, our primary sources of financing are notes and bonds payable and repurchase agreements, although we have in the past and may in the future also pursue one or more other sources of financing such as securitizations and other secured and unsecured forms of borrowing. As of September 30, 2017 , we had outstanding repurchase agreements with an aggregate face amount of approximately $7.9 billion to finance our investments. The financing of our entire RMBS portfolio, which generally has 30 to 90 day terms, is subject to margin calls. Under repurchase agreements, we sell a security to a counterparty and concurrently agree to repurchase the same security at a later date for a higher specified price. The sale price represents financing proceeds and the difference between the sale and repurchase prices represents interest on the financing. The price at which the security is sold generally represents the market value of the security less a discount or “haircut,” which can range broadly, for example from 3% - 5% for Agency RMBS, 10% - 60% for Non-Agency RMBS, and 3% - 50% for residential mortgage loans. During the term of the repurchase agreement, the counterparty holds the security as collateral. If the agreement is subject to margin calls, the counterparty monitors and calculates what it estimates to be the value of the collateral during the term of the agreement. If this value declines by more than a de minimis threshold, the counterparty could require us to post additional collateral (or “margin”) in order to maintain the initial haircut on the collateral. This margin is typically required to be posted in the form of cash and cash equivalents. Furthermore, we may, from time to time, be a party to derivative agreements or financing arrangements that may be subject to margin calls based on the value of such instruments. In addition, $1.7 billion face amount of our MSR and Excess MSR financing is subject to mandatory monthly repayment to the extent that the outstanding balance exceeds the market value (as defined in the related agreement) of the financed asset multiplied by the contractual maximum loan-to-value ratio. We seek to maintain adequate cash reserves and other sources of available liquidity to meet any margin calls or related requirements resulting from decreases in value related to a reasonably possible (in our opinion) change in interest rates.

Our ability to obtain borrowings and to raise future equity capital is dependent on our ability to access borrowings and the capital markets on attractive terms. We continually monitor market conditions for financing opportunities and at any given time may be entering or pursuing one or more of the transactions described above. Our Manager’s senior management team has extensive long-term relationships with investment banks, brokerage firms and commercial banks, which we believe will enhance our ability to source and finance asset acquisitions on attractive terms and access borrowings and the capital markets at attractive levels.

With respect to the next 12 months, we expect that our cash on hand, combined with our cash flow provided by operations and our ability to roll our repurchase agreements and servicer advance financings, will be sufficient to satisfy our anticipated liquidity needs with respect to our current investment portfolio, including related financings, potential margin calls and operating expenses. Our ability to roll over short-term borrowings is critical to our liquidity outlook. While it is inherently more difficult to forecast beyond the next 12 months, we currently expect to meet our long-term liquidity requirements through our cash on hand and, if needed, additional borrowings, proceeds received from repurchase agreements and other financings, proceeds from equity offerings and the liquidation or refinancing of our assets.

These short-term and long-term expectations are forward-looking and subject to a number of uncertainties and assumptions, including those described under “—Market Considerations” as well as “Risk Factors.” If our assumptions about our liquidity prove to be incorrect, we could be subject to a shortfall in liquidity in the future, and such a shortfall may occur rapidly and with little or no notice, which could limit our ability to address the shortfall on a timely basis and could have a material adverse effect on our business.

Our cash flow provided by operations differs from our net income due to these primary factors: (i) the difference between (a) accretion and amortization and unrealized gains and losses recorded with respect to our investments and (b) cash received therefrom, (ii) unrealized gains and losses on our derivatives, and recorded impairments, if any, (iii) deferred taxes, and (iv) principal cash flows related to held-for-sale loans, which are characterized as operating cash flows under GAAP.

In addition to the information referenced above, the following factors could affect our liquidity, access to capital resources and our capital obligations. As such, if their outcomes do not fall within our expectations, changes in these factors could negatively affect our liquidity.

•

Access to Financing from Counterparties – Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, compliance with the terms of our current credit arrangements, industry and market trends, the availability of capital and our investors’, counterparties’ and lenders’ policies and rates applicable thereto, and the relative attractiveness of alternative investment or lending opportunities. Our business strategy is dependent upon our ability to finance certain of our investments at rates that provide a positive net spread.


•	Impact of Expected Repayment or Forecasted Sale on Cash Flows – The timing of and proceeds from the repayment or sale of certain investments may be different than expected or may not occur as expected. Proceeds from sales of assets are unpredictable and may vary materially from their estimated fair value and their carrying value. Further, the availability

of investments that provide similar returns to those repaid or sold investments is unpredictable and returns on new investments may vary materially from those on existing investments.

Debt Obligations

The following table presents certain information regarding our debt obligations (dollars in thousands):



	September 30, 2017
									Collateral
Debt Obligations/Collateral	Outstanding Face Amount		Carrying Value ^(A)		Final Stated Maturity ^(B)	Weighted Average Funding Cost		Weighted Average Life (Years)	Outstanding Face		Amortized Cost Basis		Carrying Value		Weighted Average Life (Years)
Repurchase Agreements ^(C)
Agency RMBS ^(D)	$	1,846,934	$	1,846,934	Oct-17 to Nov-17	1.35	%	0.1	$	1,845,992	$	1,905,003	$	1,907,360	0.3
Non-Agency RMBS ^(E)	4,316,544		4,316,544		Oct-17 to Jan-18	2.76	%	0.1	11,050,796		5,024,799		5,404,713		7.7
Residential Mortgage Loans ^(F)	1,584,033		1,581,980		Oct-17 to Feb-19	3.75	%	0.3	2,136,065		1,907,212		1,890,819		4.3
Real Estate Owned ^(G)(H)	102,703		102,570		Oct-17 to Feb-19	3.57	%	0.5	N/A		N/A		145,939		N/A
Total Repurchase Agreements	7,850,214		7,848,028			2.64	%	0.1
Notes and Bonds Payable
Secured Corporate Notes ^(I)	583,686		583,415		Jun-19 to Jul-22	4.98	%	2.9	263,232,259		1,085,585		1,212,791		5.9
MSRs ^(J)	1,097,085		1,096,380		Feb-18 to Apr-22	5.28	%	2.3	223,999,150		1,949,608		2,145,609		6.2
Servicer Advances ^(K)	4,081,010		4,073,283		Nov-17 to Dec-21	3.29	%	2.2	4,297,775		4,591,210		4,680,637		4.5
Residential Mortgage Loans ^(L)	143,207		143,207		Oct-17 to Apr-20	3.61	%	2.5	234,686		184,639		184,639		7.9
Consumer Loans ^(M)	1,340,943		1,337,708		Dec-21 to Mar-24	3.35	%	3.2	1,472,792		1,473,353		1,467,752		3.5
Receivable from government agency ^(L)	2,974		2,974		Oct-17	3.78	%	1.1	N/A		N/A		2,792		N/A
Total Notes and Bonds Payable	7,248,905		7,236,967			3.75	%	2.5
Total/ Weighted Average	$	15,099,119	$	15,084,995		3.17	%	1.3


(A)	Net of deferred financing costs.


(B)	All debt obligations with a stated maturity of October 2017 were refinanced, extended or repaid.


(C)	These repurchase agreements had approximately $18.4 million of associated accrued interest payable as of September 30, 2017 .


(D)	All of the Agency RMBS repurchase agreements have a fixed rate. Collateral amounts include approximately $1.8 billion of related trade and other receivables.


(E)	All of the Non-Agency RMBS repurchase agreements have LIBOR-based floating interest rates. This includes repurchase agreements of $160.3 million on retained servicer advance and consumer loan bonds.


(F)	All of these repurchase agreements have LIBOR-based floating interest rates.


(G)	All of these repurchase agreements have LIBOR-based floating interest rates.


(H)	Includes financing collateralized by receivables including claims from FHA on Ginnie Mae EBO loans for which foreclosure has been completed and for which we have made or intend to make a claim on the FHA guarantee.

(I)

Includes $213.7 million of corporate loans which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 3.75% , and includes $370.0 million of corporate loans which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 3.75% . The outstanding face amount of the collateral represents the UPB of our residential mortgage loans underlying our Excess MSRs that secure these notes.

(J)

Includes $290.0 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 4.25% , $232.9 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 3.75% , $74.0 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 3.50% , and $500.2 million of MSR notes which bear interest equal to the sum of (i) a floating rate index equal to one-month LIBOR and (ii) a margin of 4.00% . The outstanding face amount of the collateral represents the UPB of our residential mortgage loans underlying our MSRs and mortgage servicing rights financing receivable that secure these notes.

(K)


(L)	Represents: (i) a $10.8 million note payable to Nationstar that bears interest equal to one-month LIBOR plus 2.88% and (ii) $135.4 million of asset-backed notes held by third parties which bear interest equal to 3.60% .

(M)

Certain of the debt obligations included above are obligations of our consolidated subsidiaries, which own the related collateral. In some cases, such collateral is not available to other creditors of ours.

We have margin exposure on $7.9 billion of repurchase agreements. To the extent that the value of the collateral underlying these repurchase agreements declines, we may be required to post margin, which could significantly impact our liquidity.

The following table provides additional information regarding our short-term borrowings (dollars in thousands):



			Nine Months Ended September 30, 2017
	Outstanding Balance at September 30, 2017		Average Daily Amount Outstanding ^(A)		Maximum Amount Outstanding		Weighted Average Daily Interest Rate
Repurchase Agreements
Agency RMBS	$	1,846,934	$	2,133,048	$	2,727,309	1.09	%
Non-Agency RMBS	4,316,544		3,625,930		4,352,060		2.62	%
Residential Mortgage Loans	1,583,458		993,362		1,727,637		3.63	%
Real Estate Owned	102,638		83,698		163,264		3.58	%
Notes and Bonds Payable
Secured Corporate Notes	—		218,694		220,000		5.51	%
MSRs	596,898		432,560		596,898		5.15	%
Servicer Advances	249,598		284,252		646,067		3.01	%
Residential Mortgage Loans	7,831		7,836		8,819		3.77	%
Real Estate Owned	2,974		2,672		3,136		3.78	%
Total/Weighted Average	$	8,706,875	$	7,782,052			2.68	%


(A)	Represents the average for the period the debt was outstanding.



	Average Daily Amount Outstanding ^(A)
	Three Months Ended December 31, 2016		Three Months Ended March 31, 2017		Three Months Ended June 30, 2017	Three Months Ended September 30, 2017
Repurchase Agreements
Agency RMBS	$	1,530,739	$	1,905,559	2,531,373	1,961,597
Non-Agency RMBS	2,653,867		2,891,179		3,713,734	4,319,758
Residential Mortgage Loans	578,532		785,283		1,020,082	1,170,488
Real Estate Owned	60,494		92,169		83,235	75,870
Consumer Loans	30,565		—		—	—


(A)	Represents the average for the period the debt was outstanding.

For additional information on our debt activities, see Note 11 to our Condensed Consolidated Financial Statements.

Maturities

Our debt obligations as of September 30, 2017 , as summarized in Note 11 to our Condensed Consolidated Financial Statements, had contractual maturities as follows (in thousands):



Year	Nonrecourse ^(A)		Recourse ^(B)		Total
October 1 through December 31, 2017	$	185,907	$	7,624,943	$	7,810,850
2018	829,678		832,334		1,662,012
2019	1,551,725		370,639		1,922,364
2020	511,622		—		511,622
2021	1,223,797		—		1,223,797
2022 and thereafter	1,254,602		713,872		1,968,474
	$	5,557,331	$	9,541,788	$	15,099,119


(A)	Includes repurchase agreements and notes and bonds payable of $0.0 million and $5,557.0 million , respectively.


(B)	Includes repurchase agreements and notes and bonds payable of $7,850.0 million and $1,692.0 million , respectively.

The weighted average differences between the fair value of the assets and the face amount of available financing for the Agency RMBS repurchase agreements (including amounts related to Trades Receivable) and Non-Agency RMBS repurchase agreements were 3.2% and 20.1% , respectively, and for Residential Mortgage Loans and Real Estate Owned were 16.2% and 29.6% , respectively, during the nine months ended September 30, 2017 .

Borrowing Capacity

The following table represents our borrowing capacity as of September 30, 2017 (in thousands):



Debt Obligations/ Collateral	Collateral Type	Borrowing Capacity		Balance Outstanding		Available Financing
Repurchase Agreements
Residential Mortgage Loans	Residential mortgage loans and REO	$	2,890,000	$	1,686,736	$	1,203,264
Notes and Bonds Payable
Secured Corporate Loans	Excess MSRs	750,000		370,000		380,000
MSRs	MSRs	700,000		596,898		103,102
Servicer Advances ^(A)	Servicer advances	2,339,192		1,474,512		864,680
Consumer Loans	Consumer loans	150,000		86,343		63,657
		$	6,829,192	$	4,214,489	$	2,614,703

(A)

Our unused borrowing capacity is available to us if we have additional eligible collateral to pledge and meet other borrowing conditions as set forth in the applicable agreements, including any applicable advance rate. We pay a 0.1% fee on the unused borrowing capacity. Excludes borrowing capacity and outstanding debt for retained Non-Agency bonds, collateralized by servicer advances with a current face amount of $93.5 million .

Covenants

Certain of the debt obligations are subject to customary loan covenants and event of default provisions, including event of default provisions triggered by certain specified declines in our equity or failure to maintain a specified tangible net worth, liquidity, or indebtedness to tangible net worth ratio. We were in compliance with all of our debt covenants as of September 30, 2017 .

Stockholders’ Equity

Common Stock

Approximately 2.4 million shares of our common stock were held by Fortress, through its affiliates, and its principals as of September 30, 2017 .

As of September 30, 2017 , our outstanding options had a weighted average exercise price of $14.74 . Our outstanding options as of September 30, 2017 are summarized as follows:



Held by the Manager	16,128,730
Issued to the Manager and subsequently transferred to certain of the Manager’s employees	2,367,458
Issued to the independent directors	6,000
Total	18,502,188

Accumulated Other Comprehensive Income (Loss)

During the nine months ended September 30, 2017 , our accumulated other comprehensive income (loss) changed due to the following factors (in thousands):



	Total Accumulated Other Comprehensive Income
Accumulated other comprehensive income, December 31, 2016	$	126,363
Net unrealized gain (loss) on securities	277,805
Reclassification of net realized (gain) loss on securities into earnings	(20,856		)
Accumulated other comprehensive income (loss), September 30, 2017	$	383,312

Our GAAP equity changes as our real estate securities portfolio is marked to market each quarter, among other factors. The primary causes of mark to market changes are changes in interest rates and credit spreads. During the nine months ended September 30, 2017 , we recorded unrealized gains on our real estate securities primarily caused by performance, liquidity and other factors related specifically to certain investments, coupled with a net tightening of credit spreads. We recorded OTTI charges of $8.7 million with respect to real estate securities and realized gains of $29.6 million on sales of real estate securities.

See “—Market Considerations” above for a further discussion of recent trends and events affecting our unrealized gains and losses, as well as our liquidity.

Common Dividends

We are organized and intend to conduct our operations to qualify as a REIT for U.S. federal income tax purposes. We intend to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. We intend to make regular quarterly distributions of our taxable income to holders of our common stock out of assets legally available for this purpose, if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our repurchase agreements and other debt payable. If our cash available for distribution is less than our taxable income, we could be required to sell assets or raise capital to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.

We make distributions based on a number of factors, including an estimate of taxable earnings per common share. Dividends distributed and taxable and GAAP earnings will typically differ due to items such as fair value adjustments, differences in premium amortization and discount accretion, other differences in method of accounting, non-deductible general and administrative expenses, taxable income arising from certain modifications of debt instruments and investments held in TRSs. Our quarterly dividend per share may be substantially different than our quarterly taxable earnings and GAAP earnings per share.



Common Dividends Declared for the Period Ended	Paid/Payable	Amount Per Share
December 31, 2016	January 2017	$	0.46
March 31, 2017	April 2017	$	0.48
June 30, 2017	July 2017	$	0.50
September 30, 2017	October 2017	$	0.50

Cash Flow

Operating Activities

Net cash flows provided by operating activities decreased approximately $1.1 billion for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 . Operating cash flows for the nine months ended September 30, 2017 primarily consisted of proceeds from sales and principal repayments of purchased residential mortgage loans, held-for-sale of $3.1 billion , servicing fees received of $297.8 million , collections on receivables and other assets of $36.4 million , net interest income received of $426.5 million , and distributions of earnings from equity method investees of $15.3 million . Operating cash outflows primarily consisted of purchases of residential mortgage loans, held-for-sale of $4.1 billion , incentive compensation and management fees paid to the Manager of $82.6 million , net funding on servicer advances receivable of $12.9 million , taxes paid of $5.0 million , subservicing fees paid of $75.9 million and other outflows of approximately $106.9 million that primarily consisted of general and administrative costs and loan servicing fees.

Investing Activities

Cash flows used in investing activities were $1.6 billion for the nine months ended September 30, 2017 . Investing activities consisted primarily of the acquisition of MSRs, Excess MSRs, real estate securities, and loans, and the funding of servicer advances, net of principal repayments from Servicer Advance Investments, MSRs, real estate securities and loans as well as proceeds from the sale of real estate securities, loans and REO, and derivative cash flows.

Financing Activities

Cash flows provided by financing activities were approximately $2.2 billion during the nine months ended September 30, 2017 . Financing activities consisted primarily of borrowings net of repayments under debt obligations, equity offerings, capital contributions net of distributions from noncontrolling interests in the equity of consolidated subsidiaries, and payment of dividends.

INTEREST RATE, CREDIT AND SPREAD RISK

We are subject to interest rate, credit and spread risk with respect to our investments. These risks are further described in “Quantitative and Qualitative Disclosures About Market Risk.”

OFF-BALANCE SHEET ARRANGEMENTS

We have material off-balance sheet arrangements related to our non-consolidated securitizations of residential mortgage loans treated as sales in which we retained certain interests. We believe that these off-balance sheet structures presented the most efficient and least expensive form of financing for these assets at the time they were entered and represented the most common market-accepted method for financing such assets. Our exposure to credit losses related to these non-recourse, off-balance sheet financings is limited to $400.8 million . As of September 30, 2017 , there was $4,701.9 million in total outstanding unpaid principal balance of residential mortgage loans underlying such securitization trusts that represent off-balance sheet financings.

As described in Note 9 to our condensed consolidated financial statements, we have a co-investment in a portfolio of consumer loans held through an entity (“LoanCo”) which we account for under the equity method. LoanCo had outstanding debt of $149.2 million as of August 31, 2017. We have not guaranteed this debt.

We did not have any other off-balance sheet arrangements as of September 30, 2017 . We did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured investment vehicles, or special purpose or variable interest entities, established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes, other than the entities described above. Further, we have not guaranteed any obligations of unconsolidated entities or entered into any commitment and do not intend to provide additional funding to any such entities.

CONTRACTUAL OBLIGATIONS

Our contractual obligations as of September 30, 2017 included all of the material contractual obligations referred to in our annual report on Form 10-K for the year ended December 31, 2016 , excluding debt that was repaid as described in “—Liquidity and Capital Resources—Debt Obligations.”

In addition, we executed the following material contractual obligations during the nine months ended September 30, 2017 :


•	Derivatives – as described in Note 10 to our Condensed Consolidated Financial Statements, we have altered the composition of our economic hedges during the period.


•	Debt obligations – as described in Note 11 to our Condensed Consolidated Financial Statements, we borrowed additional amounts, including borrowings to fund MSRs.

See Notes 14 and 18 to our Condensed Consolidated Financial Statements included in this report for information regarding commitments and material contracts entered into subsequent to September 30, 2017 , if any. As described in Note 14, we have committed to purchase certain future servicer advances. The actual amount of future advances is subject to significant uncertainty. However, we currently expect that net recoveries of servicer advances will exceed net fundings for the foreseeable future. This expectation is based on judgments, estimates and assumptions, all of which are subject to significant uncertainty, as further described in “—Application of Critical Accounting Policies—Servicer Advance Investments.” In addition, the Consumer Loan Companies have invested in loans with an aggregate of $141.0 million of unfunded and available revolving credit privileges as of September 30, 2017 . However, under the terms of these loans, requests for draws may be denied and unfunded availability may be terminated at management’s discretion. As described in Note 5 to our Condensed Consolidated Financial Statements, we have entered into the Ocwen Transaction.

INFLATION

Virtually all of our assets and liabilities are financial in nature. As a result, interest rates and other factors affect our performance more so than inflation, although inflation rates can often have a meaningful influence over the direction of interest rates. Furthermore, our financial statements are prepared in accordance with GAAP and our distributions are determined by our board of directors primarily based on our taxable income, and, in each case, our activities and balance sheet are measured with reference to historical cost and/or fair market value without considering inflation. See “Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk.”

CORE EARNINGS

We have four primary variables that impact our operating performance: (i) the current yield earned on our investments, (ii) the interest expense under the debt incurred to finance our investments, (iii) our operating expenses and taxes and (iv) our realized and unrealized gains or losses, including any impairment, on our investments. “Core earnings” is a non-GAAP measure of our

operating performance, excluding the fourth variable above and adjusts the earnings from the consumer loan investment to a level yield basis. Core earnings is used by management to evaluate our performance without taking into account: (i) realized and unrealized gains and losses, which although they represent a part of our recurring operations, are subject to significant variability and are generally limited to a potential indicator of future economic performance; (ii) incentive compensation paid to our Manager; (iii) non-capitalized transaction-related expenses; and (iv) deferred taxes, which are not representative of current operations.

Our definition of core earnings includes accretion on held-for-sale loans as if they continued to be held-for-investment. Although we intend to sell such loans, there is no guarantee that such loans will be sold or that they will be sold within any expected timeframe. During the period prior to sale, we continue to receive cash flows from such loans and believe that it is appropriate to record a yield thereon. In addition, our definition of core earnings excludes all deferred taxes, rather than just deferred taxes related to unrealized gains or losses, because we believe deferred taxes are not representative of current operations. Our definition of core earnings also limits accreted interest income on RMBS where we receive par upon the exercise of associated call rights based on the estimated value of the underlying collateral, net of related costs including advances. We created this limit in order to be able to accrete to the lower of par or the net value of the underlying collateral, in instances where the net value of the underlying collateral is lower than par. We believe this amount represents the amount of accretion we would have expected to earn on such bonds had the call rights not been exercised.

Our investments in consumer loans are accounted for under ASC No. 310-20 and ASC No. 310-30, including certain non-performing consumer loans with revolving privileges that are explicitly excluded from being accounted for under ASC No. 310-30. Under ASC No. 310-20, the recognition of expected losses on these non-performing consumer loans is delayed in comparison to the level yield methodology under ASC No. 310-30, which recognizes income based on an expected cash flow model reflecting an investment’s lifetime expected losses. The purpose of the Core Earnings adjustment to adjust consumer loans to a level yield is to present income recognition across the consumer loan portfolio in the manner in which it is economically earned, avoid potential delays in loss recognition, and align it with our overall portfolio of mortgage-related assets which generally record income on a level yield basis. With respect to consumer loans classified as held-for-sale, the level yield is computed through the expected sale date. With respect to the gains recorded under GAAP in 2014 and 2016 as a result of a refinancing of, and the consolidation of, the Consumer Loan Companies, respectively, we continue to record a level yield on those assets based on their original purchase price.

While incentive compensation paid to our Manager may be a material operating expense, we exclude it from core earnings because (i) from time to time, a component of the computation of this expense will relate to items (such as gains or losses) that are excluded from core earnings, and (ii) it is impractical to determine the portion of the expense related to core earnings and non-core earnings, and the type of earnings (loss) that created an excess (deficit) above or below, as applicable, the incentive compensation threshold. To illustrate why it is impractical to determine the portion of incentive compensation expense that should be allocated to core earnings, we note that, as an example, in a given period, we may have core earnings in excess of the incentive compensation threshold but incur losses (which are excluded from core earnings) that reduce total earnings below the incentive compensation threshold. In such case, we would either need to (a) allocate zero incentive compensation expense to core earnings, even though core earnings exceeded the incentive compensation threshold, or (b) assign a “pro forma” amount of incentive compensation expense to core earnings, even though no incentive compensation was actually incurred. We believe that neither of these allocation methodologies achieves a logical result. Accordingly, the exclusion of incentive compensation facilitates comparability between periods and avoids the distortion to our non-GAAP operating measure that would result from the inclusion of incentive compensation that relates to non-core earnings.

With regard to non-capitalized transaction-related expenses, management does not view these costs as part of our core operations, as they are considered by management to be similar to realized losses incurred at acquisition. Non-capitalized transaction-related expenses are generally legal and valuation service costs, as well as other professional service fees, incurred when we acquire certain investments, as well as costs associated with the acquisition and integration of acquired businesses.

Management believes that the adjustments to compute “core earnings” specified above allow investors and analysts to readily identify and track the operating performance of the assets that form the core of our activity, assist in comparing the core operating results between periods, and enable investors to evaluate our current core performance using the same measure that management uses to operate the business. Management also utilizes core earnings as a measure in its decision-making process relating to improvements to the underlying fundamental operations of our investments, as well as the allocation of resources between those investments, and management also relies on core earnings as an indicator of the results of such decisions. Core earnings excludes certain recurring items, such as gains and losses (including impairment as well as derivative activities) and non-capitalized transaction-related expenses, because they are not considered by management to be part of our core operations for the reasons described herein. As such, core earnings is not intended to reflect all of our activity and should be considered as only one of the factors used by management in assessing our performance, along with GAAP net income which is inclusive of all of our activities.

The primary differences between core earnings and the measure we use to calculate incentive compensation relate to (i) realized gains and losses (including impairments), (ii) non-capitalized transaction-related expenses and (iii) deferred taxes (other than those related to unrealized gains and losses). Each are excluded from core earnings and included in our incentive compensation measure (either immediately or through amortization). In addition, our incentive compensation measure does not include accretion on held-for-sale loans and the timing of recognition of income from consumer loans is different. Unlike core earnings, our incentive compensation measure is intended to reflect all realized results of operations. The Gain on Remeasurement of Consumer Loans Investment was treated as an unrealized gain for the purposes of calculating incentive compensation and was therefore excluded from such calculation.

Core earnings does not represent and should not be considered as a substitute for, or superior to, net income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with U.S. GAAP, and our calculation of this measure may not be comparable to similarly entitled measures reported by other companies. For a further description of the difference between cash flow provided by operations and net income, see “—Liquidity and Capital Resources” above. Set forth below is a reconciliation of core earnings to the most directly comparable GAAP financial measure (dollars in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net income attributable to common stockholders	$	226,121		$	98,908		$	669,231		$	279,296
Impairment	28,209			20,040			74,117			49,683
Other Income adjustments:
Other Income
Change in fair value of investments in excess mortgage servicing rights	14,291			17,060			32,650			24,397
Change in fair value of investments in excess mortgage servicing rights, equity method investees	(2,054		)	(6,261		)	(6,056		)	(8,608		)
Change in fair value of investments in mortgage servicing rights financing receivable	(89,115		)	—			(95,838		)	—
Change in fair value of servicer advance investments	(10,941		)	(21,606		)	(70,469		)	(4,328		)
Gain on consumer loans investment	—			—			—			(9,943		)
Gain on remeasurement of consumer loans investment	—			—			—			(71,250		)
(Gain) loss on settlement of investments, net	(1,553		)	11,165			(1,250		)	37,682
Unrealized (gain) loss on derivative instruments	(3,560		)	(21,048		)	124			15,112
Unrealized (gain) loss on other ABS	(189		)	(724		)	(340		)	226
(Gain) loss on transfer of loans to REO	(5,179		)	(4,373		)	(16,791		)	(14,660		)
(Gain) loss on transfer of loans to other assets	(66		)	(2,743		)	(359		)	(3,021		)
Gain on Excess MSR recapture agreements	(606		)	(768		)	(1,948		)	(2,188		)
(Gain) loss on Ocwen common stock	(6,987		)	—			(6,987		)	—
Other (income) loss	6,700			2,597			18,605			8,054
Total Other Income Adjustments	(99,259		)	(26,701		)	(148,659		)	(28,527		)

Other Income and Impairment attributable to non-controlling interests	(6,329		)	(4,783		)	(24,430		)	(9,970		)
Change in fair value of investments in mortgage servicing rights	11,518			—			(77,465		)	—
Non-capitalized transaction-related expenses	6,467			2,608			14,397			8,021
Incentive compensation to affiliate	19,491			7,075			72,123			13,200
Deferred taxes	28,410			17,132			114,016			12,998
Interest income on residential mortgage loans, held-for-sale	4,603			6,177			12,069			12,650
Limit on RMBS discount accretion related to called deals	(13,543		)	—			(20,059		)	(6,243		)
Adjust consumer loans to level yield	(9,874		)	(2,621		)	(23,460		)	12,541
Core earnings of equity method investees:
Excess mortgage servicing rights	3,476			6,092			10,010			12,231
Core Earnings	$	199,290		$	123,927		$	671,890		$	355,880

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, credit spreads, foreign currency exchange rates, commodity prices, equity prices and other market based risks. The primary market risks that we are exposed to are interest rate risk, prepayment rate risk, credit spread risk and credit risk. These risks are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. All of our market risk sensitive assets, liabilities and derivative positions (other than TBAs) are for non-trading purposes only. For a further discussion of how market risk may affect our financial position or results of operations, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Application of Critical Accounting Policies.”

Interest Rate Risk

Changes in interest rates, including changes in expected interest rates or “yield curves,” affect our investments in various ways, the most significant of which are discussed below.

Cash Flow Impact

Changes in interest rates affect our net interest income, which is the difference between the interest income earned on assets and the interest expense incurred in connection with our debt obligations and hedges.

We may use match funded structures, when appropriate and available. This means that we may seek to match the maturities of our debt obligations with the maturities of our assets to reduce the risk that we have to refinance our liabilities prior to the maturities of our assets, and to reduce the impact of changing interest rates on our earnings. In addition, we may seek to match fund interest rates on our assets with like-kind debt (i.e., fixed rate assets are financed with fixed rate debt and floating rate assets are financed with floating rate debt), directly or through the use of interest rate swaps, caps or other financial instruments (see below), or through a combination of these strategies, which we believe allows us to reduce the impact of changing interest rates on our earnings.

However, increases or decreases in interest rates can nonetheless reduce our net interest income to the extent that we are not completely match funded. Furthermore, a period of changing interest rates can negatively impact our return on certain floating rate investments. Although these investments may be financed with floating rate debt, the interest rate on the debt may reset prior or subsequent to, and in some cases more or less frequently than, the interest rate on the assets, causing a decrease in return on equity during a period of changing interest rates. See further disclosure regarding our Agency RMBS under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Portfolio—Real Estate Securities—Agency RMBS” for information about certain reset terms and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt Obligations” for information about related debt.

We are exposed to fluctuations in forward LIBOR rates across our portfolio. For our Servicer Advance Investments (including the basic fee component of the related MSRs), forward LIBOR rates have a direct impact on current period income recognition. Performance-based incentive fees paid to both Nationstar and Ocwen as part of our MSR purchase agreements are impacted by changes in LIBOR. Ocwen’s performance-based incentive fee is reduced by a LIBOR-based factor if the advance ratio exceeds a predetermined level for that month. Shifts upward in projected LIBOR will increase any projected reduction in Ocwen’s incentive fee, thus increasing our share of the servicing fee. Conversely, shifts downward in projected LIBOR will decrease the projected reduction in Ocwen’s incentive fee, thus decreasing our share of the servicing fee. Nationstar’s performance-based incentive fee is based on our target equity return. Changes in LIBOR may impact Nationstar’s ability to reach our target return. Shifts downward in projected LIBOR will decrease our projected cost of borrowings thus decreasing the share of the servicing fee we need to receive in order to obtain our target return. Conversely, shifts upward in projected LIBOR will increase our projected cost of borrowings thus increasing the share of the servicing fee we need to receive in order to obtain our target return.

We have elected to record our Servicer Advance Investments, including the right to the basic fee component of the related MSRs, at fair value. Therefore, any changes to our projected payments to/from our related servicers can impact the estimated future cash flows used to value the investments and the unrealized gains/losses on the investment. Changes to estimated future cash flows will also impact interest income recognized in the current period. We may project net cash flow increases in connection with decreases in projected LIBOR, as a result of estimated savings on our future cost of borrowings outweighing estimated reductions of future retained servicing fees. However, only the asset impact would be reflected in our current period income statement.

As of September 30, 2017 , an immediate 50 basis point increase in short term interest rates, based on a shift in the yield curve, would increase our cash flows by approximately $12.3 million in the next 12 months, whereas a 50 basis point decrease in short term interest rates would decrease our cash flows by approximately $9.5 million in the next 12 months, based solely on our current

net floating rate exposure and assuming a static portfolio of investments (including fixed rate repurchase agreements that mature within 60 days of September 30, 2017 and assuming a LIBOR floor of 0.0%).

Other Impacts

Changes in the level of interest rates also affect the yields required by the marketplace on interest rate instruments. Increasing interest rates would decrease the value of the fixed rate assets we hold at the time because higher required yields result in lower prices on existing fixed rate assets in order to adjust their yield upward to meet the market.

Changes in unrealized gains or losses resulting from changes in market interest rates do not directly affect our cash flows, or our ability to pay a dividend, to the extent the related assets are expected to be held and continue to perform as expected, as their fair value is not relevant to their underlying cash flows. Changes in unrealized gains or losses would impact our ability to realize gains on existing investments if they were sold. Furthermore, with respect to changes in unrealized gains or losses on investments which are carried at fair value, changes in unrealized gains or losses would impact our net book value and, in certain cases, our net income.

Changes in interest rates can also have ancillary impacts on our investments. Generally, in a declining interest rate environment, residential mortgage loan prepayment rates increase which in turn would cause the value of MSRs, mortgage servicing rights financing receivable, Excess MSRs and the rights to the basic fee components of MSRs to decrease, because the duration of the cash flows we are entitled to receive becomes shortened, and the value of loans and Non-Agency RMBS to increase, because we generally acquired these investments at a discount whose recovery would be accelerated. With respect to a significant portion of our investments in MSRs and Excess MSRs, we have recapture agreements, as described in Notes 4 and 5 to our Consolidated Financial Statements. These recapture agreements help to protect these investments from the impact of increasing prepayment rates. In addition, to the extent that the loans underlying our investments in MSRs, mortgage servicing rights financing receivable, Excess MSRs and the rights to the basic fee components of MSRs are well-seasoned with credit-impaired borrowers who may have limited refinancing options, we believe the impact of interest rates on prepayments would be reduced. Conversely, in an increasing interest rate environment, prepayment rates decrease which in turn would cause the value of MSRs, mortgage servicing rights financing receivable, Excess MSRs and the rights to the basic fee components of MSRs to increase and the value of loans and Non-Agency RMBS to decrease. To the extent we do not hedge against changes in interest rates, our balance sheet, results of operations and cash flows would be susceptible to significant volatility due to changes in the fair value of, or cash flows from, our investments as interest rates change. However, rising interest rates could result from more robust market conditions, which could reduce the credit risk associated with our investments. The effects of such a decrease in values on our financial position, results of operations and liquidity are discussed below under “—Prepayment Rate Exposure.”

Changes in the value of our assets could affect our ability to borrow and access capital. Also, if the value of our assets subject to short-term financing were to decline, it could cause us to fund margin, or repay debt, and affect our ability to refinance such assets upon the maturity of the related financings, adversely impacting our rate of return on such investments.

We are subject to margin calls on our repurchase agreements. Furthermore, we may, from time to time, be a party to derivative agreements or financing arrangements that are subject to margin calls, or mandatory repayment, based on the value of such instruments. We seek to maintain adequate cash reserves and other sources of available liquidity to meet any margin calls, or required repayments, resulting from decreases in value related to a reasonably possible (in our opinion) change in interest rates but there can be no assurance that our cash reserves will be sufficient.

In addition, changes in interest rates may impact our ability to exercise our call rights and to realize or maximize potential profits from them. A significant portion of the residential mortgage loans underlying our call rights bear fixed rates and may decline in value during a period of rising market interest rates. Furthermore, rising rates could cause prepayment rates on these loans to decline, which would delay our ability to exercise our call rights. These impacts could be at least partially offset by potential declines in the value of Non-Agency RMBS related to the call rights, which could then be acquired more cheaply, and in credit spreads, which could offset the impact of rising market interest rates on the value of fixed rate loans to some degree. Conversely, declining interest rates could increase the value of our call rights by increasing the value of the underlying loans.

We believe our consumer loan investments generally have limited interest rate sensitivity given that our portfolio is mostly composed of very seasoned loans with credit-impaired borrowers who are paying fixed rates, who we believe are relatively unlikely to change their prepayment patterns based on changes in interest rates.

As of September 30, 2017 , an immediate 50 basis point increase in short term interest rates, based on a shift in the yield curve, would increase our net book value by approximately $258.1 million , whereas a 50 basis point decrease in short term interest rates would decrease our net book value by approximately $352.4 million , based on the present value of estimated cash flows on a static

portfolio of investments. This does not include changes in our book value resulting from potential related changes in discount rates; refer to “—Credit Spread Risk” below.

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control.

A further discussion on the sensitivity of our book value to changes in yields required by the marketplace on interest bearing investments is included below under “—Credit Spread Risk.”

Prepayment Rate Exposure

Prepayment rates significantly affect the value of MSRs, mortgage servicing rights financing receivable, Excess MSRs, the basic fee component of MSRs (which we own as part of our Servicer Advance Investments), Non-Agency RMBS and loans, including consumer loans. Prepayment rate is the measurement of how quickly borrowers pay down the UPB of their loans or how quickly loans are otherwise brought current, modified, liquidated or charged off. The price we pay to acquire certain investments will be based on, among other things, our projection of the cash flows from the related pool of loans. Our expectation of prepayment rates is a significant assumption underlying those cash flow projections. If the fair value of MSRs, mortgage servicing rights financing receivable, Excess MSRs or the basic fee component of MSRs decreases, we would be required to record a non-cash charge, which would have a negative impact on our financial results. Furthermore, a significant increase in prepayment rates could materially reduce the ultimate cash flows we receive from MSRs, mortgage servicing rights financing receivable, Excess MSRs or our right to the basic fee component of MSRs, and we could ultimately receive substantially less than what we paid for such assets. Conversely, a significant decrease in prepayment rates with respect to our loans or RMBS could delay our expected cash flows and reduce the yield on these investments.

We seek to reduce our exposure to prepayment through the structuring of our investments. For example, in our MSR and Excess MSR investments, we seek to enter into “recapture agreements” whereby our MSR or Excess MSR is retained if the applicable servicer or subservicer originates a new loan the proceeds of which are used to repay a loan underlying an MSR or Excess MSR in our portfolio. We seek to enter into such recapture agreements in order to protect our returns in the event of a rise in voluntary prepayment rates.

Please refer to the table in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Application of Critical Accounting Policies—Excess MSRs” for an analysis of the sensitivity of these investments to changes in certain market factors.

Credit Spread Risk

Credit spreads measure the yield demanded on financial instruments by the market based on their credit relative to U.S. Treasuries, for fixed rate credit, or LIBOR, for floating rate credit. Excessive supply of such financial instruments combined with reduced demand will generally cause the market to require a higher yield on such financial instruments, resulting in the use of a higher (or “wider”) spread over the benchmark rate to value them.

Widening credit spreads would result in higher yields being required by the marketplace on financial instruments. This widening would reduce the value of the financial instruments we hold at the time because higher required yields result in lower prices on existing financial instruments in order to adjust their yield upward to meet the market. The effects of such a decrease in values on our financial position, results of operations and liquidity are discussed above under “—Interest Rate Risk.”

As of September 30, 2017 , a 25 basis point increase in credit spreads would decrease our net book value by approximately $168.0 million , and a 25 basis point decrease in credit spreads would increase our net book value by approximately $172.4 million , based on a static portfolio of investments, but would not directly affect our earnings or cash flow.

In an environment where spreads are tightening, if spreads tighten on the assets we purchase to a greater degree than they tighten on the liabilities we issue, our net spread will be reduced.

Credit Risk

We are subject to varying degrees of credit risk in connection with our assets. Credit risk refers to the ability of each individual borrower underlying our investments in MSRs, mortgage servicing rights financing receivable, Excess MSRs, Servicer Advance Investments, securities and loans to make required interest and principal payments on the scheduled due dates. If delinquencies increase, then the amount of servicer advances we are required to make will also increase, as would our financing cost thereof.

We may also invest in loans and Non-Agency RMBS which represent “first loss” pieces; in other words, they do not benefit from credit support although we believe they predominantly benefit from underlying collateral value in excess of their carrying amounts. Although we do not expect to encounter credit risk in our Agency RMBS, we do anticipate credit risk related to Non-Agency RMBS, residential mortgage loans and consumer loans.

We seek to reduce credit risk through prudent asset selection, actively monitoring our asset portfolio and the underlying credit quality of our holdings and, where appropriate and achievable, repositioning our investments to upgrade their credit quality. Our pre-acquisition due diligence and processes for monitoring performance include the evaluation of, among other things, credit and risk ratings, principal subordination, prepayment rates, delinquency and default rates, and vintage of collateral.

For our MSRs, mortgage servicing rights financing receivable, and Excess MSRs on Agency collateral and our Agency RMBS, delinquency and default rates have an effect similar to prepayment rates. Our Excess MSRs on Non-Agency portfolios are not directly affected by delinquency rates because the servicer continues to advance principal and interest until a default occurs on the applicable loan, so delinquencies decrease prepayments therefore having a positive impact on fair value, while increased defaults have an effect similar to increased prepayments. For our Non-Agency RMBS and loans, higher default rates can lead to greater loss of principal. For our call rights, higher delinquencies and defaults could reduce the value of the underlying loans, therefore reducing or eliminating the related potential profit.

Market factors that could influence the degree of the impact of credit risk on our investments include (i) unemployment and the general economy, which impact borrowers’ ability to make payments on their loans, (ii) home prices, which impact the value of collateral underlying residential mortgage loans, (iii) the availability of credit, which impacts borrowers’ ability to refinance, and (iv) other factors, all of which are beyond our control.

Liquidity Risk

The assets that comprise our asset portfolio are generally not publicly traded. A portion of these assets may be subject to legal and other restrictions on resale or otherwise be less liquid than publicly-traded securities. The illiquidity of our assets may make it difficult for us to sell such assets if the need or desire arises, including in response to changes in economic and other conditions.

Investment Specific Sensitivity Analyses

Excess MSRs

The following table summarizes the estimated change in fair value of our interests in the Agency Excess MSRs owned directly as of September 30, 2017 given several parallel shifts in the discount rate, prepayment rate, delinquency rate and recapture rate (dollars in thousands):



Fair value at September 30, 2017	$	333,849
Discount rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	363,861		$	348,201		$	320,675		$	308,542
Change in estimated fair value:
Amount	$	30,012		$	14,352		$	(13,174	)	$	(25,307	)
%	9.0		%	4.3		%	(3.9		)%	(7.6		)%

Prepayment rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	357,063		$	345,210		$	322,979		$	312,578
Change in estimated fair value:
Amount	$	23,214		$	11,361		$	(10,870	)	$	(21,271	)
%	7.0		%	3.4		%	(3.3		)%	(6.4		)%

Delinquency rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	337,281		$	335,567		$	332,136		$	330,423
Change in estimated fair value:
Amount	$	3,432		$	1,718		$	(1,713	)	$	(3,426	)
%	1.0		%	0.5		%	(0.5		)%	(1.0		)%

Recapture rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	324,225		$	329,006		$	338,768		$	343,758
Change in estimated fair value:
Amount	$	(9,624	)	$	(4,843	)	$	4,919		$	9,909
%	(2.9		)%	(1.5		)%	1.5		%	3.0		%

100

The following table summarizes the estimated change in fair value of our interests in the Non-Agency Excess MSRs owned directly as of September 30, 2017 given several parallel shifts in the discount rate, prepayment rate, delinquency rate and recapture rate (dollars in thousands):



Fair value at September 30, 2017	$	844,459
Discount rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	913,773		$	877,474		$	813,416		$	785,048
Change in estimated fair value:
Amount	$	69,314		$	33,015		$	(31,043	)	$	(59,411	)
%	8.2		%	3.9		%	(3.7		)%	(7.0		)%

Prepayment rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	918,828		$	880,110		$	810,525		$	779,188
Change in estimated fair value:
Amount	$	74,369		$	35,651		$	(33,934	)	$	(65,271	)
%	8.8		%	4.2		%	(4.0		)%	(7.7		)%

Delinquency rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	844,459		$	844,459		$	844,459		$	844,459
Change in estimated fair value:
Amount	$	—		$	—		$	—		$	—
%	—		%	—		%	—		%	—		%

Recapture rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	839,943		$	842,003		$	846,212		$	848,365
Change in estimated fair value:
Amount	$	(4,516	)	$	(2,456	)	$	1,753		$	3,906
%	(0.5		)%	(0.3		)%	0.2		%	0.5		%

101

The following table summarizes the estimated change in fair value of our interests in the Agency Excess MSRs owned through equity method investees as of September 30, 2017 given several parallel shifts in the discount rate, prepayment rate, delinquency rate and recapture rate (dollars in thousands):



Fair value at September 30, 2017	$	175,633
Discount rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	190,417		$	182,703		$	169,135		$	163,151
Change in estimated fair value:
Amount	$	14,784		$	7,070		$	(6,498	)	$	(12,482	)
%	8.4		%	4.0		%	(3.7		)%	(7.1		)%

Prepayment rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	186,883		$	181,144		$	170,344		$	165,277
Change in estimated fair value:
Amount	$	11,250		$	5,511		$	(5,289	)	$	(10,356	)
%	6.4		%	3.1		%	(3.0		)%	(5.9		)%

Delinquency rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	178,252		$	176,942		$	174,322		$	173,012
Change in estimated fair value:
Amount	$	2,619		$	1,309		$	(1,311	)	$	(2,621	)
%	1.5		%	0.7		%	(0.7		)%	(1.5		)%

Recapture rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	170,316		$	172,957		$	178,345		$	181,098
Change in estimated fair value:
Amount	$	(5,317	)	$	(2,676	)	$	2,712		$	5,465
%	(3.0		)%	(1.5		)%	1.5		%	3.1		%

102

MSRs

The following table summarizes the estimated change in fair value of our interests in the Agency MSRs, including mortgage servicing rights financing receivable, owned as of September 30, 2017 given several parallel shifts in the discount rate, prepayment rate, delinquency rate and recapture rate (dollars in thousands):



Fair value at September 30, 2017	$	2,176,418
Discount rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	2,359,336		$	2,264,143		$	2,095,371		$	2,020,301
Change in estimated fair value:
Amount	$	182,918		$	87,725		$	(81,047	)	$	(156,117	)
%	8.4		%	4.0		%	(3.7		)%	(7.2		)%

Prepayment rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	2,342,182		$	2,257,295		$	2,099,363		$	2,025,931
Change in estimated fair value:
Amount	$	165,764		$	80,877		$	(77,055	)	$	(150,487	)
%	7.6		%	3.7		%	(3.5		)%	(6.9		)%

Delinquency rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	2,195,027		$	2,185,725		$	2,167,117		$	2,157,813
Change in estimated fair value:
Amount	$	18,609		$	9,307		$	(9,301	)	$	(18,605	)
%	0.9		%	0.4		%	(0.4		)%	(0.9		)%

Recapture rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	2,127,534		$	2,151,990		$	2,200,874		$	2,225,319
Change in estimated fair value:
Amount	$	(48,884	)	$	(24,428	)	$	24,456		$	48,901
%	(2.2		)%	(1.1		)%	1.1		%	2.2		%

103

The following table summarizes the estimated change in fair value of our interests in the Non-Agency MSRs, including mortgage

servicing rights financing receivable, owned as of September 30, 2017 given several parallel shifts in the discount rate, prepayment

rate, delinquency rate and recapture rate (dollars in thousands):



Fair value at September 30, 2017	$	133,727
Discount rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	148,132		$	140,607		$	127,415		$	121,607
Change in estimated fair value:
Amount	$	14,405		$	6,880		$	(6,312	)	$	(12,120	)
%	10.8		%	5.1		%	(4.7		)%	(9.1		)%

Prepayment rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	136,768		$	135,216		$	132,292		$	130,904
Change in estimated fair value:
Amount	$	3,041		$	1,489		$	(1,435	)	$	(2,823	)
%	2.3		%	1.1		%	(1.1		)%	(2.1		)%

Delinquency rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	134,099		$	133,913		$	133,540		$	133,352
Change in estimated fair value:
Amount	$	372		$	186		$	(187	)	$	(375	)
%	0.3		%	0.1		%	(0.1		)%	(0.3		)%

Recapture rate shift in %	-20%			-10%			10%			20%
Estimated fair value	$	133,727		$	133,727		$	133,727		$	133,727
Change in estimated fair value:
Amount	$	—		$	—		$	—		$	—
%	—		%	—		%	—		%	—		%

Each of the preceding sensitivity analyses is hypothetical and should be used with caution. In particular, the results are calculated by stressing a particular economic assumption independent of changes in any other assumption; in practice, changes in one factor may result in changes in another, which might counteract or amplify the sensitivities. Also, changes in the fair value based on a 10% variation in an assumption generally may not be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Following the HLSS Acquisition, material potential claims, lawsuits, regulatory inquiries or investigations, and other proceedings, of which we are currently aware, are as follows. We have not accrued losses in connection with these legal contingencies because management does not believe there is a probable and reasonably estimable loss. Furthermore, we cannot reasonably estimate the range of potential loss related to these legal contingencies at this time. However, the ultimate outcomes of the proceedings described below may have a material adverse effect on our business, financial position or results of operations.

In addition to the matters described below, from time to time, we are or may be involved in various disputes, litigation and regulatory inquiry and investigation matters that arise in the ordinary course of business. Given the inherent unpredictability of these types of proceedings, it is possible that future adverse outcomes could have a material adverse effect on our financial results.

Three putative class action lawsuits have been filed against HLSS and certain of its current and former officers and directors in the United States District Court for the Southern District of New York entitled: (i) Oliveira v. Home Loan Servicing Solutions, Ltd., et al. , No. 15-CV-652 (S.D.N.Y.), filed on January 29, 2015; (ii) Berglan v. Home Loan Servicing Solutions, Ltd., et al. , No. 15-CV-947 (S.D.N.Y.), filed on February 9, 2015; and (iii) W. Palm Beach Police Pension Fund v. Home Loan Servicing Solutions, Ltd., et al. , No. 15-CV-1063 (S.D.N.Y.), filed on February 13, 2015. On April 2, 2015, these lawsuits were consolidated into a single action, which is referred to as the “Securities Action.” On April 28, 2015, lead plaintiffs, lead counsel and liaison counsel were appointed in the Securities Action. On November 9, 2015, lead plaintiffs filed an amended class action complaint. On January 27, 2016, the Securities Action was transferred to the United States District Court for the Southern District of Florida and given the Index No. 16-CV-60165 (S.D. Fla.).

The Securities Action names as defendants HLSS, former HLSS Chairman William C. Erbey, HLSS Director, President, and Chief Executive Officer John P. Van Vlack, and HLSS Chief Financial Officer James E. Lauter. The Securities Action asserts causes of action under Sections 10(b) and 20(a) of the Exchange Act based on certain public disclosures made by HLSS relating to its relationship with Ocwen and HLSS’s risk management and internal controls. More specifically, the consolidated class action complaint alleges that a series of statements in HLSS’s disclosures were materially false and misleading, including statements about (i) Ocwen’s servicing capabilities; (ii) HLSS’s contingencies and legal proceedings; (iii) its risk management and internal controls; and (iv) certain related party transactions. The consolidated class action complaint also appears to allege that HLSS’s financial statements for the years ended 2012 and 2013, and the first quarter ended March 30, 2014, were false and misleading based on HLSS’s August 18, 2014 restatement. Lead plaintiffs in the Securities Action also allege that HLSS misled investors by failing to disclose, among other things, information regarding governmental investigations of Ocwen’s business practices. Lead plaintiffs seek money damages under the Exchange Act in an amount to be proven at trial and reasonable costs, expenses, and fees. On February 11, 2015, defendants filed motions to dismiss the Securities Action in its entirety. On June 6, 2016, all allegations except those regarding certain related party transactions were dismissed.

On June 15, 2017, the court entered an order preliminarily approving a settlement of the Securities Action for $6.0 million , certifying a settlement class, approving the form and content of notice of the settlement to class members, and setting a hearing for November 17, 2017 to determine whether the settlement should receive final approval.

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ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully read and consider the following risk factors and all other information contained in this report. If any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, occur, our business, financial condition or results of operations could be materially and adversely affected. The risk factors summarized below are categorized as follows: (i) Risks Related to Our Business, (ii) Risks Related to Our Manager, (iii) Risks Related to the Financial Markets, (iv) Risks Related to Our Taxation as a REIT and (v) Risks Related to Our Common Stock. However, these categories do overlap and should not be considered exclusive.

Risks Related to Our Business

We may not be able to successfully operate our business strategy or generate sufficient revenue to make or sustain distributions to our stockholders.

We cannot assure you that we will be able to successfully operate our business or implement our operating policies and strategies. There can be no assurance that we will be able to generate sufficient returns to pay our operating expenses and make satisfactory distributions to our stockholders, or any distributions at all. Our results of operations and our ability to make or sustain distributions to our stockholders depend on several factors, including the availability of opportunities to acquire attractive assets, the level and volatility of interest rates, the availability of adequate short- and long-term financing, and conditions in the real estate market, the financial markets and economic conditions.

The value of our investments is based on various assumptions that could prove to be incorrect and could have a negative impact on our financial results.

When we make investments, we base the price we pay and the rate of amortization of those investments on, among other things, our projection of the cash flows from the related pool of loans. We generally record such investments on our balance sheet at fair value, and we measure their fair value on a recurring basis. Our projections of the cash flow from our investments, and the determination of the fair value thereof, are based on assumptions about various factors, including, but not limited to:


•	rates of prepayment and repayment of the underlying loans;


•	potential fluctuations in prevailing interest rates;


•	rates of delinquencies and defaults;


•	costs of engaging a subservicer to service MSRs;


•	in the case of MSRs and Excess MSRs, recapture rates; and


•	in the case of Servicer Advance Investments and Servicer Advances Receivable, the amount and timing of servicer advances and recoveries.

Our assumptions could differ materially from actual results. The use of different estimates or assumptions in connection with the valuation of these investments could produce materially different fair values for such investments, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows. The ultimate realization of the value of our investments may be materially different than the fair values of such investments as reflected in our Condensed Consolidated Financial Statements as of any particular date.

With respect to our investments in MSRs, Excess MSRs, interest-only RMBS, residential mortgage loans and consumer loans, when the related loans are prepaid as a result of a refinancing or otherwise, the related cash flows payable to us will either, in the case of interest-only RMBS, Excess MSRs, and/or MSRs, cease (unless, in the case of MSRs and Excess MSRs, the loans are recaptured upon a refinancing), or we will cease to receive interest income on such investments, as applicable. Borrowers under residential mortgage loans and consumer loans are generally permitted to prepay their loans at any time without penalty. Our expectation of prepayment rates is a significant assumption underlying our cash flow projections. Prepayment rate is the measurement of how quickly borrowers pay down the UPB of their loans or how quickly loans are otherwise brought current, modified, liquidated or charged off. If the fair value of our MSRs, Excess MSRs or interest-only RMBS decreases, we would be required to record a non-cash charge, which would have a negative impact on our financial results. Furthermore, a significant increase in prepayment rates could materially reduce the ultimate cash flows and/or interest income, as applicable, we receive from our investments, and we could ultimately receive substantially less than what we paid for such assets. Consequently, the price we pay to acquire our investments may prove to be too high if there is a significant increase in prepayment rates.

The values of our investments are highly sensitive to changes in interest rates. Historically, the value of MSRs, which underpin the value of certain of our investments, has increased when interest rates rise and decreased when interest rates decline due to the

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effect of changes in interest rates on prepayment rates. Prepayment rates could increase as a result of a general economic recovery or other factors, which would reduce the value of our interests in MSRs.

Moreover, delinquency rates have a significant impact on the value of our investments. When delinquent residential mortgage loans are resolved through foreclosure (or repurchased by the GSEs), the UPB of such mortgage loans cease to be a part of the aggregate UPB of the serviced loan pool when the related properties are foreclosed on and liquidated and the related cash flows payable to us, as the holder of the MSR, Excess MSR or basic fee, as applicable, cease. An increase in delinquencies will generally result in lower revenue because typically we will only collect on our MSRs from GSEs or mortgage owners for performing loans. An increase in delinquencies with respect to the loans underlying our servicer advances could also result in a higher advance balance and the need to obtain additional financing, which we may not be able to do on favorable terms or at all. In addition, delinquencies on the loans underlying our servicer advances give rise to accrued but unpaid servicing fees, or “deferred servicing fees,” which we have agreed to purchase or have otherwise acquired in connection with our purchase of Servicer Advance Investments, and deferred servicing fees generally cannot be financed on terms as favorable as the terms available to other types of servicer advances. Additionally, in the case of residential mortgage loans, consumer loans and RMBS that we own, an increase in foreclosures could result in an acceleration of repayments, resulting in a decrease in interest income. Alternatively, increases in delinquencies and defaults could also adversely affect our investments in RMBS, residential mortgage loans and/or consumer loans if and to the extent that losses are suffered on residential mortgage loans, consumer loans or, in the case of RMBS, the residential mortgage loans underlying such RMBS. Accordingly, if delinquencies are significantly greater than expected, the estimated fair value of these investments could be diminished. As a result, we could suffer a loss, which would have a negative impact on our financial results.

We are party to several “recapture agreements” whereby our MSR or Excess MSR is retained if the applicable servicer originates a new loan the proceeds of which are used to repay a loan underlying an MSR in our portfolio. We believe that such arrangements will mitigate the impact on our returns in the event of a rise in voluntary prepayment rates. There are no assurances, however, that counterparties will enter into such arrangements with us in connection with any future investment in MSRs. We are not party to any such arrangements with respect to residential mortgage loans or consumer loans that we own.

If the applicable servicer does not meet anticipated recapture targets, the servicing cash flow on a given pool could be significantly lower than projected, which could have a material adverse effect on the value of our MSRs or Excess MSRs and consequently on our business, financial condition, results of operations and cash flows. Our recapture target for our current recapture agreements is stated in the table in Note 12 to our Condensed Consolidated Financial Statements. In our Servicer Advance Investments, we are not entitled to the cash flows from recaptured loans.

Servicer advances may not be recoverable or may take longer to recover than we expect, which could cause us to fail to achieve our targeted return on our Servicer Advance Investments or MSRs.

We have agreed (in the case of Nationstar, together with certain third-party investors) to purchase from certain of our servicers all servicer advances related to certain loan pools, as a result of which we are entitled to amounts representing repayment for such advances. During any period in which a borrower is not making payments, a servicer is generally required under the applicable servicing agreement to advance its own funds to cover the principal and interest remittances due to investors in the loans, pay property taxes and insurance premiums to third parties, and to make payments for legal expenses and other protective advances. The servicer also advances funds to maintain, repair and market real estate properties on behalf of investors in the loans.

Repayment for servicer advances and payment of deferred servicing fees are generally made from late payments and other collections and recoveries on the related residential mortgage loan (including liquidation, insurance and condemnation proceeds) or, if the related servicing agreement provides for a “general collections backstop,” from collections on other residential mortgage loans to which such servicing agreement relates. The rate and timing of payments on servicer advances and deferred servicing fees are unpredictable for several reasons, including the following:

•

payments on the servicer advances and the deferred servicing fees depend on the source of repayment, and whether and when the related servicer receives such payment (certain servicer advances are reimbursable only out of late payments and other collections and recoveries on the related residential mortgage loan, while others are also reimbursable out of principal and interest collections with respect to all residential mortgage loans serviced under the related servicing agreement, and as a consequence, the timing of such reimbursement is highly uncertain);


•	the length of time necessary to obtain liquidation proceeds may be affected by conditions in the real estate market or the financial markets generally, the availability of financing for the acquisition of the real estate and other factors, including, but not limited to, government intervention;


•	the length of time necessary to effect a foreclosure may be affected by variations in the laws of the particular jurisdiction in which the related mortgaged property is located, including whether or not foreclosure requires judicial action;

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•	the requirements for judicial actions for foreclosure (which can result in substantial delays in reimbursement of servicer advances and payment of deferred servicing fees), which vary from time to time as a result of changes in applicable state law; and


•	the ability of the related servicer to sell delinquent residential mortgage loans to third parties prior to liquidation, resulting in the early reimbursement of outstanding unreimbursed servicer advances in respect of such residential mortgage loans.

As home values change, the servicer may have to reconsider certain of the assumptions underlying its decisions to make advances. In certain situations, its contractual obligations may require the servicer to make certain advances for which it may not be reimbursed. In addition, when a residential mortgage loan defaults or becomes delinquent, the repayment of the advance may be delayed until the residential mortgage loan is repaid or refinanced, or a liquidation occurs. To the extent that one of our servicers fails to recover the servicer advances in which we have invested, or takes longer than we expect to recover such advances, the value of our investment could be adversely affected and we could fail to achieve our expected return and suffer losses.

Servicing agreements related to residential mortgage securitization transactions generally require a residential mortgage servicer to make servicer advances in respect of serviced residential mortgage loans unless the servicer determines in good faith that the servicer advance would not be ultimately recoverable from the proceeds of the related residential mortgage loan, mortgaged property or mortgagor. In many cases, if the servicer determines that a servicer advance previously made would not be recoverable from these sources, the servicer is entitled to withdraw funds from the related custodial account in respect of payments on the related pool of serviced mortgages to reimburse the related servicer advance. This is what is often referred to as a “general collections backstop.” The timing of when a servicer may utilize a general collections backstop can vary (some contracts require actual liquidation of the related loan first, while others do not), and contracts vary in terms of the types of servicer advances for which reimbursement from a general collections backstop is available. Accordingly, a servicer may not ultimately be reimbursed if both (i) the payments from related loan, property or mortgagor payments are insufficient for reimbursement, and (ii) a general collections backstop is not available or is insufficient. Also, if a servicer improperly makes a servicer advance, it would not be entitled to reimbursement. Historically, according to information made available to us, Nationstar and Ocwen have each recovered more than 99% of the advances that they have made. While we do not expect recovery rates to vary materially during the term of our investments, there can be no assurance regarding future recovery rates related to our portfolio.

We rely heavily on mortgage servicers and subservicers to achieve our investment objective and have no direct ability to influence their performance.

The value of our investments in MSRs, Excess MSRs, Servicer Advance Investments, Non-Agency RMBS and residential mortgage loans is dependent on the satisfactory performance of servicing obligations by the related mortgage servicer or subservicer, as applicable. The duties and obligations of mortgage servicers are defined through contractual agreements, generally referred to as Servicing Guides in the case of GSEs, the MBS Guide in the case of Ginnie Mae (collectively with the GSEs, the “Agencies”) or Pooling and Servicing Agreements in the case of Non-Agency securities (collectively, the “Servicing Guidelines”). The duties of the subservicers we engage to service the loans on our behalf when we own the MSR are defined through subservicing agreements with our subservicers. The duties of a subservicer under a subservicing agreement may not be identical to the obligations of the servicer under Servicing Guidelines. Our investment in MSRs or Excess MSRs is subject to all of the terms and conditions of the applicable Servicing Guidelines. Servicing Guidelines generally provide for the possibility of termination of the contractual rights of the servicer in the absolute discretion of the owner of the mortgages being serviced (or the required bondholders of a residential mortgage backed securitization). Under the Agency Servicing Guidelines, the servicer may be terminated by the applicable Agency for any reason, “with” or “without” cause, for all or any portion of the loans being serviced for such Agency. In the event mortgage owners (or bondholders) terminate the servicer (regardless of whether such servicer is a subsidiary of New Residential or one of its subservicers), the related MSRs, Excess MSRs and basic fees, as applicable, would under most circumstances lose all value on a going forward basis. If the servicer is terminated as servicer for any Agency pools, the servicer’s right to service the related mortgage loans will be extinguished and our investment in related MSRs, Excess MSRs and basic fees, as applicable, will likely lose all of its value. Any recovery in such circumstances will be highly conditioned and may require, among other things, a new servicer willing to pay for the right to service the applicable residential mortgage loans while assuming responsibility for the origination and prior servicing of the residential mortgage loans. In addition, in the case of Agency MSRs, any payment received from a successor servicer will be applied first to pay the applicable Agency for all of its claims and costs, including claims and costs against the servicer that do not relate to the residential mortgage loans for which we own the MSRs. A termination could also result in an event of default under our related financings. It is expected that any termination of a servicer by mortgage owners (or bondholders) would take effect across all mortgages of such mortgage owners (or bondholders) and would not be limited to a particular vintage or other subset of mortgages. Therefore, it is expected that all investments with a given servicer would lose all their value in the event mortgage owners (or bondholders) terminate such servicer. Nationstar, Ocwen, Ditech and PHH are the servicers of most of the loans underlying our investments in MSRs, Excess MSRs, and Servicer Advance Investments, including the related basic fee, and Nationstar and Ocwen are the servicer or master servicer of the vast majority of the loans underlying our Non-Agency RMBS to date. See “—We have significant counterparty concentration risk in Nationstar, Ocwen, Ditech and

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OneMain, and are subject to other counterparty concentration and default risks.” As a result, we could be materially and adversely affected if Nationstar, Ocwen, Ditech, PHH or any other servicer of the loans underlying our investments is unable to adequately carry out its duties as a result of:


•	its failure to comply with applicable laws and regulation;


•	a downgrade in, or failure to maintain, any of its servicer ratings;


•	its failure to maintain sufficient liquidity or access to sources of liquidity;


•	its failure to perform its loss mitigation obligations;


•	its failure to perform adequately in its external audits;


•	a failure in or poor performance of its operational systems or infrastructure;


•	regulatory or legal scrutiny or regulatory actions regarding any aspect of a servicer’s operations, including, but not limited to, servicing practices and foreclosure processes lengthening foreclosure timelines;


•	an Agency’s or a whole-loan owner’s transfer of servicing to another party; or


•	any other reason.

Nationstar is subject to numerous legal proceedings, federal, state or local governmental examinations, investigations or enforcement actions in the ordinary course of business, which could adversely affect its reputation and its liquidity, financial position and results of operations. For example, Nationstar announced that on March 15, 2017, it entered into a consent order with the Consumer Financial Protection Bureau (the “CFPB”), providing for $1.75 million in civil monetary penalties for failure to comply with certain of the data reporting requirements of the Home Mortgage Disclosure Act. Other servicers, including Ocwen and Ditech, have experienced heightened regulatory scrutiny and enforcement actions, and Nationstar could be adversely affected by the market’s perception that Nationstar could experience similar regulatory issues. See “—Ocwen has been and is subject to certain federal and state regulatory matters, which may adversely impact us” and “—Ditech and other Walter companies have been and may be subject to certain federal and state regulatory matters and certain other litigation, which may adversely impact us” for more information on heightened regulatory scrutiny of Ocwen and Ditech, respectively. In light of recent regulatory actions against Ocwen, we cannot assure you that Ocwen will not be removed as servicer by the Agencies or by bondholders, which could have a material adverse effect on our interests in the loans serviced by Ocwen.

Loss mitigation techniques are intended to reduce the probability that borrowers will default on their loans and to minimize losses when defaults occur, and they may include the modification of mortgage loan rates, principal balances and maturities. If any of our servicers or subservicers fails to adequately perform its loss mitigation obligations, we could be required to purchase servicer advances in excess of those that we might otherwise have had to purchase, and the time period for collecting servicer advances may extend. Any increase in servicer advances or material increase in the time to resolution of a defaulted loan could result in increased capital requirements and financing costs for us and our co-investors and could adversely affect our liquidity and net income. In the event that one of our servicers from which we are obligated to purchase servicer advances is required by the applicable Servicing Guidelines to make advances in excess of amounts that we or, in the case of Nationstar, the co-investors, are willing or able to fund, such servicer may not be able to fund these advance requests, which could result in a termination event under the applicable Servicing Guidelines, an event of default under our advance facilities and a breach of our purchase agreement with such servicer. As a result, we could experience a partial or total loss of the value of our Servicer Advance Investments.

MSRs and servicer advances are subject to numerous federal, state and local laws and regulations and may be subject to various judicial and administrative decisions. If the servicer actually or allegedly failed to comply with applicable laws, rules or regulations, it could be terminated as the servicer, and could lead to civil and criminal liability, loss of licensing, damage to our reputation and litigation, which could have a material adverse effect on our business, financial condition, results of operations or cash flows. In addition, servicer advances that are improperly made may not be eligible for financing under our facilities and may not be reimbursable by the related securitization trust or other owner of the residential mortgage loan, which could cause us to suffer losses.

Favorable servicer ratings from third-party rating agencies, such as S&P Global Ratings (“S&P”), Moody’s Investors Service (“Moody’s”) and Fitch Ratings (“Fitch”), are important to the conduct of a mortgage servicer’s loan servicing business, and a downgrade in a mortgage servicer’s servicer ratings could have an adverse effect on the value of our MSRs, Excess MSRs, and Servicer Advance Investments, including the related basic fee, and result in an event of default under our financings. Downgrades in a mortgage servicer’s servicer ratings could adversely affect their and our ability to finance our assets and maintain their status as an approved servicer by Fannie Mae and Freddie Mac. Downgrades in servicer ratings could also lead to the early termination of existing advance facilities and affect the terms and availability of financing that a mortgage servicer or we may seek in the future. A mortgage servicer’s failure to maintain favorable or specified ratings may cause their termination as a servicer and may impair their ability to consummate future servicing transactions, which could result in an event of default under our financing for servicer advances and have an adverse effect on the value of our investments since we will rely heavily on mortgage servicers to

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achieve our investment objective and have no direct ability to influence their performance. As a result of recent regulatory actions, certain rating agencies have announced that they have placed Ocwen’s servicer ratings on review for possible downgrade.

In addition, a bankruptcy by any mortgage servicer that services the residential mortgage loans underlying our MSRs, Excess MSRs, and Servicer Advance Investments, including the related basic fee, could materially and adversely affect us. Walter announced that on October 20, 2017, it had entered into (i) an Amended and Restated Restructuring Support Agreement (as amended, the “Term Loan RSA”) with certain of its lenders under its credit agreement that are subject to the existing Restructuring Support Agreement, dated as of July 31, 2017 (as amended), and (ii) a Restructuring Support Agreement (the “Senior Noteholder RSA,” and together with the Term Loan RSA, the “RSAs”) with certain of its senior unsecured noteholders. Based on Walter’s public filings, each RSA provides for a proposed financial restructuring of Walter to be implemented through a prepackaged plan of reorganization under Title 11 of the United States Code. Walter reported that as of October 25, 2017, lenders holding approximately 89% of the term loans are parties to the Term Loan RSA and approximately 71% of the senior notes are parties to the Senior Noteholder RSA. Although Walter reported that its operating entities, including DiTech, are expected to remain out of Chapter 11 and continue their operations in ordinary course through the consummation of the RSAs, there can be no assurances as to what the outcome of Walter’s restructuring will be or that the outcome will not have a material adverse effect on us. See “—A bankruptcy of any of our mortgage servicers could materially and adversely affect us.”

For additional information about the ways in which we may be affected by mortgage servicers, see “—The value of our MSRs, Excess MSRs, Servicer Advance Investments and RMBS may be adversely affected by deficiencies in servicing and foreclosure practices, as well as related delays in the foreclosure process.”

A number of lawsuits, including class-actions, have been filed against mortgage servicers alleging improper servicing in connection with residential non-agency mortgage securitizations. Investors in, and counterparties to, such securitizations may commence legal action against us and responding to such claims, and any related losses, could negatively impact our business.

A number of lawsuits, including class actions, have been filed against mortgage servicers alleging improper servicing in connection with residential non-agency mortgage securitizations. Investors in, and counterparties to, such securitizations may commence legal action against us and responding to such claims, and any related losses, could negatively impact our business. The number of counterparties on behalf of which we service loans significantly increases as the size of our non-agency MSR portfolio increases and we may become subject to claims and legal proceedings, including purported class-actions, in the ordinary course of our business, challenging whether our loan servicing practices and other aspects of our business comply with applicable laws, agreements and regulatory requirements. We are unable to predict whether any such claims will be made, the ultimate outcome of any such claims, the possible loss, if any, associated with the resolution of such claims or the potential impact any such claims may have on us or our business and operations. Regardless of the merit of any such claims or lawsuits, defending any claims or lawsuits may be time consuming and costly and we may be required to expend significant internal resources and incur material expenses, and management time may be diverted from other aspects of our business, in connection therewith. Further, if our efforts to defend any such claims or lawsuits are not successful, our business could be materially and adversely affected. As a result of investor and other counterparty claims, we could also suffer reputational damage and trustees, lenders and other counterparties could cease wanting to do business with us.

Ocwen has been and is subject to certain federal and state regulatory matters and certain other litigation, which may adversely impact us.

Regulatory action and legal proceedings against Ocwen, a public company, could increase our financing costs or operating expenses, reduce our revenues or otherwise materially adversely affect our business, financial condition, results of operations and liquidity. Ocwen may be subject to additional federal and state regulatory matters in the future that could materially and adversely affect the value of our investments because we rely heavily on Ocwen to achieve our investment objectives and have no direct ability to influence its performance. Below is a description of certain matters that Ocwen has disclosed in its periodic reports filed with the SEC. There can be no assurance that such events will not have a material adverse effect on Ocwen. We are currently evaluating the impact of such events and cannot assure you what impact these events may have or actions we may take under our agreements with Ocwen. In addition, we cannot assure you that Ocwen will not be removed as servicer by the Agencies or by counterparties to its securitization or bondholders, which could have a material adverse effect on our interests in the loans and MSRs serviced by Ocwen.

On July 28, 2017, Ocwen entered into an agreement in principle to resolve two putative class actions, Snyder v. Ocwen Loan Servicing, LLC, Case No 1:14-cv-08461-MFK and Beecroft v. Ocwen Loan Servicing, LLC, Case No 1:16-cf-08677-MFK, which have been consolidated in the United States District Court for the Northern District of Illinois. The cases relate to Ocwen’s compliance with the Telephone Consumer Protection Act. Pending final approval by the court, Ocwen disclosed that the settlement

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would include the establishment of a settlement fund to be distributed to impacted borrowers that submit claims for settlement benefits pursuant to a claims administrative process.

On July 20, 2017, Ocwen announced that it reached an agreement in principle to settle a class action, captioned In re Ocwen Financial Corporation Securities Litigation that was pending in the U.S. District Court for the Southern District of Florida and involved allegations in connection with Ocwen’s restatements of its 2013 and first quarter 2014 financial statements and the 2014 Consent Order (as described below), among other matters. Pending final approval by the court, Ocwen disclosed that the settlement would include a $49 million cash payment and an issuance of 2,500,000 shares of Ocwen’s common stock to plaintiffs.

On April 20, 2017, the CFPB filed a lawsuit against Ocwen in the U.S. District Court for the Southern District of Florida alleging misconduct in Ocwen’s mortgage servicing business, including illegal foreclosures on homeowners, servicing loans with incorrect and incomplete information and failure to send accurate monthly statements, properly credit payments or handle taxes and insurance. On April 21, 2017, Ocwen issued a statement disputing the allegations and announcing its intention to vigorously defend against the suit. On April 26, 2017, Ocwen announced the filing of two related motions seeking an early court ruling that the CFPB is unconstitutional and that its enforcement action against Ocwen should be dismissed.

Ocwen has disclosed that in April 2017, two state attorneys general took actions against Ocwen relating to its servicing practices. The Florida Attorney General filed a lawsuit in the U.S. District Court for the Southern District of Florida against Ocwen, Ocwen Mortgage Servicing, Inc. (“OMS”) and Ocwen Loan Servicing, LLC (“OLS”), alleging violations of federal and state consumer financial laws relating to Ocwen’s servicing business. These claims are similar to the claims made by the CFPB. The Florida Attorney General’s lawsuit seeks injunctive and equitable relief, costs, and civil money penalties in excess of $10,000 per confirmed violation of the applicable statute. In addition, the Massachusetts Attorney General filed a lawsuit against OLS in the Superior Court for the Commonwealth of Massachusetts, alleging violations of state consumer financial laws relating to its servicing business, including with respect to its activities relating to lender-placed insurance and property preservation fees. The Massachusetts Attorney General’s lawsuit seeks injunctive and equitable relief, costs, and civil money penalties of $5,000 per confirmed violation of the applicable statute. Ocwen has announced its belief that it has valid defenses to the claims made in both lawsuits and is vigorously defending itself in both of them.

Ocwen also announced that on April 20, 2017 and subsequently, 31 state (including the District of Columbia) mortgage and banking regulatory agencies issued orders against OLS and certain other Ocwen companies. All of these orders apply to OLS, but additional Ocwen entities are named in some state orders, including OMS, Homeward Residential, Inc. and Liberty Home Equity Solutions, Inc. While such orders tend to vary by state, they generally prohibit a range of actions, including (1) acquiring new MSRs, (2) originating or acquiring new mortgage loans, where we would be the servicer, (3) originating or acquiring new mortgage loans and (4) conducting foreclosure activities, among others. Ocwen announced its intention to vigorously defend itself while continuing to work with these regulatory agencies to resolve their concerns. In addition, Ocwen has announced that in July 2017, it received notice that Ginnie Mae had declared an event of default under Ocwen’s Guaranty Agreements with Ginnie Mae due to the state regulators’ orders (as described above), which created a material change in Ocwen’s business status under Chapter 3 of the Ginnie Mae MBS Guide. Ocwen has disclosed its intention to resolve Ginnie Mae’s concerns, including with respect to Ocwen’s efforts to settle the state regulatory matters; as of October 3, 2017, Ocwen has announced that it has reached a resolution with 21 states.

In April 2017, Ocwen received a subpoena from the Office of Inspector General of HUD requesting the production of documentation related to lender-placed insurance arrangements with a mortgage insurer and the amounts paid for such insurance. The subpoena consisted of a request for information but did not contain allegations against Ocwen.

In addition, Ocwen is one of three defendants in an administrative complaint pending with HUD brought by a non-profit organization alleging discrimination in the manner in which it maintains REO properties in minority communities. Ocwen has announced its belief that the allegations are without merit and that it will vigorously defend.

Previously, on December 19, 2013, Ocwen announced that it had reached an agreement, which was approved by consent judgment by the U.S. District Court for the District of Columbia on February 26, 2014, involving the CFPB, various state attorneys general and other agencies that regulate the mortgage servicing industry. According to Ocwen’s disclosure, the key elements of the settlement are as follows:


•	A commitment by Ocwen to service loans in accordance with specified servicing guidelines and to be subject to oversight by an independent national monitor for three years;

•

A payment of $127.3 million to a consumer relief fund to be disbursed by an independent administrator to eligible borrowers. In May 2014, Ocwen satisfied this obligation with regards to the consumer relief fund, $60.4 million of which is the responsibility of former owners of certain servicing portfolios acquired by Ocwen, pursuant to indemnification and loss sharing provisions in the applicable agreements; and

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•

A commitment by Ocwen to continue its principal forgiveness modification programs to delinquent and underwater borrowers, including underwater borrowers at imminent risk of default, in an aggregate amount of at least $2.0 billion over three years from the date of the consent order. Ocwen will only receive credit towards its $2.0 billion commitment for principal reductions that satisfy various criteria set forth in the settlement. In April 2016, Ocwen satisfied these obligations and was credited with over $2.1 billion in consumer relief credits, which exceeded such obligations.

On March 27, 2017, Ocwen announced that it had entered into an additional settlement with the NY DFS in connection with the previously disclosed consent order, dated December 22, 2014 related to investigations into Ocwen’s mortgage servicing practices in New York (the “2014 Consent Order”) that, according to Ocwen’s disclosure, provides for:


•	The termination of the engagement of the NY DFS Operations Monitor appointed pursuant to the 2014 Consent Order; and


•	A determination on whether the restrictions on acquisitions of MSRs contained in the 2014 Consent Order should be eased following completion of a scheduled servicing examination.

On February 17, 2017, Ocwen announced that it had entered into a comprehensive settlement with the California Department of Business Oversight (the “CA DBO”), terminating the previously disclosed consent order, dated January 23, 2015. According to Ocwen’s disclosure, the key elements of the settlement to terminate the consent order are as follows:


•	Payment of $25.0 million (which Ocwen had previously reserved as of September 30, 2016); and


•	An additional $198.0 million in debt forgiveness through loan modifications to existing California borrowers over a three-year period.

On January 26, 2016, Ocwen announced that it had reached a settlement with the SEC, resolving the previously disclosed SEC matters, including Ocwen's business dealings with Altisource Portfolio Solutions, S.A., HLSS, Altisource Asset Management Corporation and Altisource Residential Corporation and the interests of its directors and executive officers in those companies, as well as amendments to Ocwen's 2013 Annual Report on Form 10-K and 2014 First Quarter Quarterly Report on Form 10-Q. According to Ocwen’s disclosure, the key elements of the settlement are as follows:


•	Payment of $2.5 million (of which Ocwen had previously accrued $2.0 million as of September 30, 2015 with respect to the proposed resolution); and


•	Consent to the entry of an administrative order requiring that Ocwen cease and desist from any violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and certain related SEC rules promulgated thereunder.

On August 25, 2016, Ocwen announced that it had entered into a Consent Order with the Washington State Department of Financial Institutions (the “WA-DFI”) relating to the activities of certain subsidiaries in Washington State under the Washington Consumer Loan Act. Ocwen disclosed that under the Consent Order, Ocwen neither admits nor denies any wrongdoing and agrees, among other things, to pay the WA-DFI $900,000 to conclude this matter.

Ditech and other Walter companies have been and may be subject to certain federal and state regulatory matters and certain other litigation, which may adversely impact us.

Walter and its subsidiaries have been and continue to be subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations and threatened legal actions and proceedings. In connection with formal and informal inquiries, Walter receives numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of Walter’s activities, including whether certain of Ditech’s residential loan servicing and originations practices, bankruptcy practices and other aspects of its business comply with applicable laws and regulatory requirements. Walter cannot provide any assurance as to the outcome of any of the aforementioned actions, proceedings or inquiries, or that such outcomes will not have a material adverse effect on Walter’s reputation, business, prospects, results of operations, liquidity or financial condition.

Below are descriptions of certain regulatory and litigation matters that Walter has disclosed publicly:

•

In April 2015, Walter announced that its wholly owned mortgage subservicing subsidiary, Ditech, entered into a stipulated order with the Federal Trade Commission (“FTC”) and the CFPB to resolve allegations resulting from an investigation by the FTC and CFPB that started in 2010 and continued into 2015 (“Stipulated Order”). According to Walter’s disclosure, the key elements to the Stipulated Order included injunctive relief, including establishing a data integrity program and a home preservation program, as well as payments of (i) $18 million for alleged misrepresentations relating to payment methods that entail convenience fees; (ii) $30 million for alleged misrepresentations related primarily to the time it would take to review short sale requests and for alleged delays in processing loan modifications in servicing transfers; and (iii) a

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$15 million civil money penalty. Ditech remains subject to various ongoing obligations under the terms of the Stipulated Order, including requirements relating to data integrity testing, loan transfer practices, consumer disclosure practices, record-keeping, and compliance reporting and monitoring.

•

Walter has received various subpoenas for testimony and documents, motions for examinations pursuant to Federal Rule of Bankruptcy Procedure 2004, and other information requests from certain Offices of the United States Trustees, acting through trial counsel in various federal judicial districts, seeking information regarding an array of Walter’s policies, procedures and practices in servicing loans to borrowers who are in bankruptcy and Walter’s compliance with bankruptcy laws and rules. The information has been provided in response to these subpoenas and requests and Walter’s management have met with representatives of certain Offices of the United States Trustees to discuss various issues that have arisen in the course of these inquiries, including compliance with bankruptcy laws and rules. The outcome of the aforementioned proceedings and investigations cannot be predicted, which could result in requests for damages, fines, sanctions, or other remediation. Walter could face further legal proceedings in connection with these matters, and may seek to enter into one or more agreements to resolve these matters. Any such agreement may require Walter to pay fines or other amounts for alleged breaches of law and to change or otherwise remediate Walter’s business practices.

•

From time to time, Walter has received and may in the future receive subpoenas and other information requests from federal and state governmental and regulatory agencies that are examining or investigating Walter. Walter and certain of its current or former officers have received subpoenas from the SEC requesting documents, testimony and/or other information in connection with an investigation concerning trading in Walter’s securities. Walter and the aforementioned officers are cooperating with the investigation. Walter cannot provide any assurance as to the outcome of the aforementioned investigations or that such outcomes will not have a material adverse effect on Walter’s reputation, business, prospects, results of operations, liquidity or financial condition.

•

Since mid-2014, Walter has received subpoenas for documents and other information requests from the offices of various state attorneys general who have, as a group and individually, been investigating Walter’s mortgage servicing practices. According to Walter’s public filings, Walter has provided information in response to these subpoenas and requests and has had discussions with representatives of the states involved in the investigations to explain Walter’s practices. Walter may seek to reach an agreement to resolve these matters with one or more states. Any such agreement may include, among other things, enhanced servicing standards, monitoring and testing obligations, injunctive relief and payments for remediation, consumer relief, penalties and other amounts. Walter cannot predict whether litigation or other legal proceedings will be commenced by one or more states in relation to these investigations.

•

Walter is involved in litigation, including putative class actions, and other legal proceedings concerning, among other things, lender-placed insurance, private mortgage insurance, bankruptcy practices, employment practices, the Consumer Financial Protection Act, the Fair Debt Collection Practices Act, the Telephone Consumer Protection Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, and other federal and state laws and statutes.

•

On August 28, 2015, Walter’s wholly owned subsidiary, Reverse Mortgage Solutions, Inc. (“RMS”), received a Civil Investigative Demand (“CID”) from the CFPB to produce certain documents and answer questions relating to RMS’s marketing and provision of reverse mortgage products and services. On December 7, 2016, RMS agreed to the terms of a consent order that settled the matters arising from a CFPB investigation. Under the order, RMS, without admitting or denying the allegations detailed in the order, agreed to pay a $325,000 civil money penalty. RMS also agreed to injunctions against future violations of certain consumer protection statutes and regulations and agreed to establish and maintain a comprehensive compliance plan designed to ensure RMS’s compliance with applicable consumer financial protection law and the full terms of the consent order. If RMS fails to comply with the order, it could be subject to additional sanctions, including actions for contempt, actions seeking additional fines, or new actions alleging violations of consumer protection statutes.

•

Walter has also disclosed that RMS has received (i) subpoenas from the Office of Inspector General of the U.S. Department of Housing and Urban Development (“HUD”), requiring RMS to produce documents and other materials relating to, among other things, the origination, underwriting and appraisal of reverse mortgages for the time period since January 1, 2005, and (ii) a letter from the NY DFS requesting information on RMS’s reverse mortgage servicing business in New York. RMS has also received a subpoena dated March 30, 2017 from the Office of the Attorney General of the State of New York requiring RMS to produce documents and information relating to, among other things, the servicing of HECMs insured by the FHA during the period since January 1, 2012. Walter also disclosed that it is cooperating with this inquiry.

•

On June 17, 2016, Walter’s board of directors received a letter from a stockholder demanding that the board of directors assert legal claims against certain current and former directors and officers of Walter. The stockholder alleged that these directors and officers breached their fiduciary duties by failing to oversee Walter’s operations and internal controls regarding its loan servicing, loan origination, reverse mortgage and financial reporting practices. On June 27, 2016, the board formed an evaluation committee to consider and make a recommendation concerning the stockholder demand. On November 11, 2016, the evaluation committee recommended that the board refuse the demand, which the board adopted, and the demanding stockholder’s counsel has been informed of the board’s determination, according to Walter’s public disclosure.

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•

On March 14, 2017, Walter publicly disclosed that it had identified material weaknesses in internal controls over operational processes related to Ditech default servicing activities and that, as a result, it had made several adjustments to reserves during the fourth quarter of 2016. In March and April of 2017, class action lawsuits were filed against Walter on behalf of its stockholders, alleging that Walter and its management had made false and/or misleading statements and omissions relating to its business and financial condition as a result of deficient internal controls. One such complaint, Courtney Elkin, et al. vs. Walter Investment Management Corp., et al. , Case No. 2:17-cv-202025-AB, was transferred to the U.S. District Court for the Eastern District of Pennsylvania on May 2, 2017. The court has appointed a lead plaintiff in the action, and an amended complaint was due no later than August 18, 2017. Plaintiffs in the other two lawsuits, Emil Bonomi, et al. vs. Walter Investment Management Corporation, et al. , Case No 8:17-cv-00645 and Joseph Petrovets, et al. vs. Walter Investment Management Corp., et al. , Case No 8:17-cv-00695, agreed to dismiss their actions without prejudice and coordinate the pursuit of their claims with the claims in the Elkin action in the U.S. Court for the Eastern District of Pennsylvania. The Bonomi action was dismissed on May 4, 2017, and the Petrovets action was dismissed on May 9, 2017.

•

On August 9, 2017, Walter amended their Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the fiscal periods ended June 30, 2016, September 30, 2016 and March 31, 2017, due to an error in their calculation of the valuation allowance on their deferred tax asset balances in the previously issued consolidated financial statements and other financial information contained in such reports. In light of their need to restate the aforementioned financial statements, Walter publicly disclosed that it has obtained the necessary waivers to certain provisions of a number of its and its subsidiaries’ credit and financing arrangements.

•

On June 22, 2017, a stockholder derivative complaint was filed against the current members of Walter’s Board of Directors in the U.S. District Court for the Eastern District of Pennsylvania. The complaint, Michael E. Vacek, Jr., et al. vs. George M. Awad, et al., Case No 2:17-cv-02820-AB, seeks monetary damages and equitable relief and asserts a claim for breach of fiduciary duty arising out of Walter’s alleged failure to disclose that: (i) it was involved in fraudulent practices that violated the False Claims Act; (ii) Ditech Financial had a material weakness in its internal controls over financial reporting; (iii) it had a material weakness relating to the ineffective review of the tax calculations associated with the valuation allowance on deferred tax asset balances; and (iv) it lacked adequate internal controls over financial reporting.

•

On July 13, 2017 and August 11, 2017, Walter received written notifications from the NYSE, indicating that Walter was considered to be non-compliant with the NYSE listing standards. Walter announced that it intends to take steps to remedy the listing deficiencies in a timely manner and that neither notification constitutes a violation of the terms of, or constitutes an event of default under, any of Walter’s material debt obligations.

The outcome of all of Walter’s regulatory matters and other legal proceedings is uncertain, and it is possible that adverse results in such proceedings (which could include restitution, penalties, punitive damages and injunctive relief affecting Walter’s business practices) and the terms of any settlements of such proceedings could have a material adverse effect on Walter’s reputation, business, prospects, results of operations, liquidity or financial condition. In addition, governmental and regulatory agency examinations, inquiries and investigations may result in the commencement of lawsuits or other proceedings against Walter or its personnel. Although Walter has historically been able to resolve the preponderance of its ordinary course litigations on terms it considered favorable and without a material effect, this pattern may not continue and, in any event, individual cases could have unexpected materially adverse outcomes, requiring payments or other expenses in excess of amounts already accrued. Walter cannot predict whether or how any legal proceeding will affect Walter’s business relationship with actual or potential customers, Walter’s creditors, rating agencies and others. In addition, cooperating in, defending and resolving these legal proceedings consume significant amounts of management time and attention and could cause Walter to incur substantial legal, consulting and other expenses and to change Walter’s business practices, even in cases where there is no determination that Walter’s conduct failed to meet applicable legal or regulatory requirements.

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Completion of the pending transactions related to MSRs (the “MSR Transactions”) is subject to various closing conditions, involves significant costs, and we cannot assure you if, when or the terms on which such transactions will close. Failure to complete the pending MSR Transactions could adversely affect our future business and results of operations.

We have entered into an agreement for the purchase and sale of approximately $67.0 billion UPB of MSRs and related servicer advances from PHH Mortgage Corporation and its subsidiaries (“PHH”) (the various aspects of such transaction, the “PHH Transaction”). The completion of the pending PHH Transaction is subject to the satisfaction of closing conditions, and consents of third parties and we cannot assure you that such conditions will be satisfied and that some or all portions of the PHH Transaction will be successfully completed on their current terms, if at all. In the event that any portion of the PHH Transaction is not consummated, we will have spent considerable time and resources, and incurred substantial costs, many of which must be paid even if the PHH Transaction is not completed.

We have entered into an agreement for Ocwen to transfer its remaining interests in $110 billion of UPB of non-Agency MSRs to NRM (the “Ocwen Subject MSRs”). We currently hold certain interests in the Ocwen Subject MSRs (including all servicer advances) pursuant to existing agreements with Ocwen that we assumed in connection with the HLSS Acquisition. The transfer of Ocwen’s interests in the Ocwen Subject MSRs is subject to numerous consents of third parties and certain actions by rating agencies. There is no assurance that we will be able to obtain such consents in order to transfer Ocwen’s interests in the Ocwen Subject MSRs to NRM. We have spent considerable time and resources, and incurred substantial costs, in connection with the negotiation of such transaction and we will incur such costs even if the Owcen Subject MSRs cannot be transferred to NRM.

We may be unable to become the named servicer in respect of Non-Agency MSRs because, among other potential reasons, we do not maintain any servicer ratings from rating agencies. If we are unable to become the named servicer in respect of any of the Ocwen Subject MSRs in accordance with the Ocwen Transaction, Ocwen has the right, in certain circumstances, to purchase from us our interests in the related MSRs. In such a situation, we will be required to sell Ocwen those assets (and will cease to receive income on those investments) and/or may be required to refinance certain indebtedness on terms that are not favorable to us.

Our ability to acquire MSRs may be subject to the approval of various third parties and such approvals may not be provided on a timely basis or at all, or may be subject to conditions, representations and warranties and indemnities.

Our ability to acquire MSRs may be subject to the approval of various third parties and such approvals may not be provided on a timely basis or at all, or may be conditioned upon our satisfaction of significant conditions which could require material expenditures and the provision of significant representations, warranties and indemnities. Such third parties may include the Agencies and the FHFA with respect to agency MSRs, and securitization trustees, master servicers, depositors, rating agencies and insurers, among others, with respect to non-agency MSRs. The process of obtaining any such approvals required for a servicing transfer, especially with respect to non-agency MSRs, may be time consuming and costly and we may be required to expend significant internal resources and incur material expenses in connection with such transactions. Further, the parties from whom approval is necessary may require that we provide significant representations and warranties and broad indemnities as a condition to their consent, which such representations and warranties and indemnities, if given, may expose us to material risks in addition to those arising under the related servicing agreements. Consenting parties may also charge a material consent fee and may require that we reimburse them for the legal expenses they incur in connection with their approval of the servicing transfer, which such expenses may include costs relating to substantial contract due diligence and may be significant. No assurance can be given that we will be able to successfully obtain the consents required to acquire the MSRs that we have agreed to purchase.

We have significant counterparty concentration risk in Nationstar, Ocwen, Ditech, PHH and OneMain, and are subject to other counterparty concentration and default risks.

We are not restricted from dealing with any particular counterparty or from concentrating any or all of our transactions with a few counterparties. Any loss suffered by us as a result of a counterparty defaulting, refusing to conduct business with us or imposing more onerous terms on us would also negatively affect our business, results of operations, cash flows and financial condition.

A majority of our investments in MSRs, Excess MSRs and Servicer Advance Investments relate to loans serviced or subserviced, as applicable, by Nationstar, Ocwen, Ditech, or PHH. If any of these servicer parties is the named servicer as the related MSR and is terminated, its servicing performance deteriorates, or in the event that any of them files for bankruptcy, our expected returns on these investments would be severely impacted. In addition, a large portion of the loans underlying our Non-Agency RMBS are serviced by Nationstar or Ocwen. We closely monitor Nationstar’s, Ocwen’s, Ditech’s and PHH’s mortgage servicing performance and overall operating performance, financial condition and liquidity, as well as their compliance with applicable regulations and Servicing Guidelines. We have various information, access and inspection rights in our agreements with these servicers that enable us to monitor their financial and operating performance and credit quality, which we periodically evaluate and discuss with their management. However, we have no direct ability to influence our servicers’ performance, and our diligence cannot prevent, and

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may not even help us anticipate, the termination of any such servicers’ servicing agreement or a severe deterioration of any of our servicers’ servicing performance on our MSR portfolio.

Furthermore, Nationstar, Ocwen and Walter are subject to numerous legal proceedings, federal, state or local governmental examinations, investigations or enforcement actions, which could adversely affect their operations, reputation and liquidity, financial position and results of operations. See “—Ocwen has been and is subject to certain federal and state regulatory matters, which may adversely impact us” and “—Ditech and other Walter companies have been and may be subject to certain federal and state regulatory matters and certain other litigation, which may adversely impact us” for more information on heightened regulatory scrutiny of Ocwen and Ditech, respectively.

None of our servicers or subservicers have an obligation to offer us any future co-investment opportunity on the same terms as prior transactions, or at all, and we may not be able to find suitable counterparties from which to acquire MSRs, Excess MSRs and Servicer Advance Investments, which could impact our business strategy. See “—We will rely heavily on mortgage servicers to achieve our investment objective and have no direct ability to influence their performance.”

Repayment of the outstanding amount of servicer advances (including payment with respect to deferred servicing fees) may be subject to delay, reduction or set-off in the event that any applicable servicer or subservicer breaches any of its obligations under the Servicing Guidelines, including, without limitation, any failure of such servicer or subservicer to perform its servicing and advancing functions in accordance with the terms of such Servicing Guidelines. If any applicable servicer (included NRM, if NRM is the named servicer) is terminated or resigns as servicer and the applicable successor servicer does not purchase all outstanding servicer advances at the time of transfer, collection of the servicer advances will be dependent on the performance of such successor servicer and, if applicable, reliance on such successor servicer’s compliance with the “first-in, first-out” or “FIFO” provisions of the Servicing Guidelines. In addition, such successor servicers may not agree to purchase the outstanding advances on the same terms as our current purchase arrangements and may require, as a condition of their purchase, modification to such FIFO provisions, which could further delay our repayment and adversely affect the returns from our investment.

We are subject to substantial other operational risks associated with Nationstar, Ocwen, Ditech, PHH or any other applicable servicer or subservicer in connection with the financing of servicer advances. In our current financing facilities for servicer advances, the failure of our servicer or subservicer to satisfy various covenants and tests can result in an amortization event and/or an event of default. We have no direct ability to control our servicer or subservicer’s compliance with those covenants and tests. Failure of our servicer or subservicer to satisfy any such covenants or tests could result in a partial or total loss on our investment.

In addition, Ocwen is a party to substantially all financing agreements with subsidiaries of HLSS acquired by us in the HLSS Acquisition (including the related servicer advance facilities). Our ability to obtain financing for the assets of those acquired subsidiaries is dependent on Ocwen’s agreement to be a party to its financing agreements. If Ocwen does not agree to be a party to these financing agreements for any reason, we may not be able to obtain financing on favorable terms or at all. Breaches and other events with respect to Ocwen (including, without limitation, failure of Ocwen to satisfy certain financial tests) could cause certain or all of the financing, in respect of mortgage loans underlying our MSR investments that are serviced or subserviced by Ocwen, to become due and payable prior to maturity. Our ability to obtain financing on such assets is dependent on Ocwen’s ability to satisfy various tests under such financing arrangements. We will be dependent on Ocwen as the servicer or subservicer of the residential mortgage loans with respect to which we hold an MSR investment, and Ocwen’s servicing practices may impact the value of certain of our assets. We may be adversely impacted:


•	By regulatory actions taken against Ocwen;


•	By a default by Ocwen under its debt agreements;


•	By further downgrades in Ocwen’s servicer rating;


•	If Ocwen fails to ensure its servicer advances comply with the terms of its Pooling and Servicing Agreements (“PSAs”);


•	If Ocwen were terminated as servicer under certain PSAs;


•	If Ocwen becomes subject to a bankruptcy proceeding; or


•	If Ocwen fails to meet its obligations or is deemed to be in default under the indenture governing notes issued under any servicer advance facility with respect to which Ocwen is the servicer.

A material portion of our MSR portfolio is subserviced by each of Citi, PHH, Ditech or Nationstar. Upon transfer of the Ocwen Subject MSRs in connection with the Ocwen Transaction, Ocwen will subservice a material portion of our MSR portfolio. Nationstar is currently the servicer for a significant portion of our loans, and the loans underlying our Excess MSRs and Servicer Advance Investments. The selection of Nationstar as subservicer on the MSR portfolio in our agreement with CitiMortgage, Inc. for the purchase and sale of MSRs and related servicer advances (including certain other agreements, the “Citi Transaction”) extends our relationship with Nationstar, which could further exacerbate our counterparty concentration and default risks. If the servicing performance of one of our subservicers deteriorates, if one of our subservicers files for bankruptcy or if one of our

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subservicers is otherwise unwilling or unable to continue to subservice MSRs for us, our expected returns on these investments would be severely impacted. In addition, if a subservicer becomes subject to a regulatory consent order or similar enforcement proceeding, that regulatory action could adversely affect us in several ways. For example, the regulatory action could result in delays of transferring servicing from an interim subservicer to our designated successor subservicer or cause the subservicer’s performance to degrade. Any such development would negatively affect our expected returns on these investments, and such effect could be materially adverse to our business and results of operations. We closely monitor each subservicer’s mortgage servicing performance and overall operating performance, financial condition and liquidity, as well as its compliance with applicable regulations and GSE servicing guidelines. We have various information, access and inspection rights in our respective agreements with our subservicers that enable us to monitor their financial and operating performance and credit quality, which we periodically evaluate and discuss with each subservicer’s respective management. However, we have no direct ability to influence each subservicer’s performance, and our diligence cannot prevent, and may not even help us anticipate, a severe deterioration of each subservicer’s respective servicing performance on our MSR portfolio.

In addition, a material portion of the consumer loans in which we have invested are serviced by OneMain. If OneMain is terminated as the servicer of some or all of these portfolios, or in the event that it files for bankruptcy or is otherwise unable to continue to service such loans, our expected returns on these investments could be severely impacted.

Moreover, we are party to repurchase agreements with a limited number of counterparties. If any of our counterparties elected not to roll our repurchase agreements, we may not be able to find a replacement counterparty, which would have a material adverse effect on our financial condition.

Our risk-management processes may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, we may not take sufficient action to reduce our risks effectively. Although we will monitor our credit exposures, default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate. In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses.

In the event of a counterparty default, particularly a default by a major investment bank, we could incur material losses rapidly, and the resulting market impact of a major counterparty default could seriously harm our business, results of operations, cash flows and financial condition. In the event that one of our counterparties becomes insolvent or files for bankruptcy, our ability to eventually recover any losses suffered as a result of that counterparty’s default may be limited by the liquidity of the counterparty or the applicable legal regime governing the bankruptcy proceeding.

Counterparty risks have increased in complexity and magnitude as a result of the insolvency of a number of major financial institutions in recent years and the consequent decrease in the number of potential counterparties. In addition, counterparties have generally tightened their underwriting standards and increased their margin requirements for financing, which could negatively impact us in several ways, including by decreasing the number of counterparties willing to provide financing to us, decreasing the overall amount of leverage available to us, and increasing the costs of borrowing.

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The counterparties to the MSR Transactions have been and are subject to certain federal and state regulatory matters and certain other litigation.

The counterparties to certain MSR Transactions have been and continue to be subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations and threatened legal actions and proceedings. In connection with formal and informal inquiries, the respective counterparties to the MSR Transactions may receive numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of their activities, including whether certain of their residential loan servicing and originations practices, bankruptcy practices and other aspects of their business comply with applicable laws and regulatory requirements. Such counterparties cannot provide any assurance as to the outcome of any of the aforementioned actions, proceedings or inquiries, or that such outcomes will not have a material adverse effect on its reputation, business, prospects, results of operations, liquidity or financial condition.

A bankruptcy of any of our mortgage servicers could materially and adversely affect us.

If Nationstar, Ocwen, Ditech, PHH or any of our other mortgage servicers becomes subject to a bankruptcy proceeding, we could be materially and adversely affected, and you could suffer losses, as discussed below.

A sale of MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable or other assets, including loans, could be re-characterized as a pledge of such assets in a bankruptcy proceeding.

We believe that a mortgage servicer’s transfer to us of MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable and any other asset transferred pursuant to a related purchase agreement, including loans, constitutes a sale of such assets, in which case such assets would not be part of such servicer’s bankruptcy estate. The servicer (as debtor-in-possession in the bankruptcy proceeding), a bankruptcy trustee appointed in such servicer’s bankruptcy proceeding, or any other party in interest, however, might assert in a bankruptcy proceeding that MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable or any other assets transferred to us pursuant to the related purchase agreement were not sold to us but were instead pledged to us as security for such servicer’s obligation to repay amounts paid by us to the servicer pursuant to the related purchase agreement. We generally create and perfect security interests with respect to the MSRs that we acquire, though we do not do so in all instances. If such assertion were successful, all or part of the MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable or any other asset transferred to us pursuant to the related purchase agreement would constitute property of the bankruptcy estate of such servicer, and our rights against the servicer could be those of a secured creditor with a lien on such present and future assets. Under such circumstances, cash proceeds generated from our collateral would constitute “cash collateral” under the provisions of the U.S. bankruptcy laws. Under U.S. bankruptcy laws, the servicer could not use our cash collateral without either (a) our consent or (b) approval by the bankruptcy court, subject to providing us with “adequate protection” under the U.S. bankruptcy laws. In addition, under such circumstances, an issue could arise as to whether certain of these assets generated after the commencement of the bankruptcy proceeding would constitute after-acquired property excluded from our entitlement pursuant to the U.S. bankruptcy laws.

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If such a recharacterization occurs, the validity or priority of our security interest in the MSRs, Excess MSRs, Servicer Advances or other assets could be challenged in a bankruptcy proceeding of such servicer.

If the purchases pursuant to the related purchase agreement are recharacterized as secured financings as set forth above, we nevertheless created and perfected security interests with respect to the MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable and other assets that we may have purchased from such servicer by including a pledge of collateral in the related purchase agreement and filing financing statements in appropriate jurisdictions. Nonetheless, to the extent we have created and perfected a security interest, our security interests may be challenged and ruled unenforceable, ineffective or subordinated by a bankruptcy court, and the amount of our claims may be disputed so as not to include all MSRs, Excess MSRs, Servicer Advance Investments and Servicer Advances Receivable to be collected. If this were to occur, or if we have not created a security interest, then the servicer’s obligations to us with respect to purchased MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable and other assets would be deemed unsecured obligations, payable from unencumbered assets to be shared among all of such servicer’s unsecured creditors. In addition, even if the security interests are found to be valid and enforceable, if a bankruptcy court determines that the value of the collateral is less than such servicer’s underlying obligations to us, the difference between such value and the total amount of such obligations will be deemed an unsecured “deficiency” claim and the same result will occur with respect to such unsecured claim. In addition, even if the security interest is found to be valid and enforceable, such servicer would have the right to use the proceeds of our collateral subject to either (a) our consent or (b) approval by the bankruptcy court, subject to providing us with “adequate protection” under U.S. bankruptcy laws. Such servicer also would have the ability to confirm a chapter 11 plan over our objections if the plan complied with the “cramdown” requirements under U.S. bankruptcy laws.

Payments made by a servicer to us could be voided by a court under federal or state preference laws.

If one of our mortgage servicers were to file, or to become the subject of, a bankruptcy proceeding under the United States Bankruptcy Code or similar state insolvency laws, and our security interest is declared unenforceable, ineffective or subordinated, payments previously made by a servicer to us pursuant to the related purchase agreement may be recoverable on behalf of the bankruptcy estate as preferential transfers. A payment could constitute a preferential transfer if a court were to find that the payment was a transfer of an interest of property of such servicer that:


•	Was made to or for the benefit of a creditor;


•	Was for or on account of an antecedent debt owed by such servicer before that transfer was made;


•	Was made while such servicer was insolvent (a company is presumed to have been insolvent on and during the 90 days preceding the date the company’s bankruptcy petition was filed);


•	Was made on or within 90 days (or if we are determined to be a statutory insider, on or within one year) before such servicer’s bankruptcy filing;


•	Permitted us to receive more than we would have received in a Chapter 7 liquidation case of such servicer under U.S. bankruptcy laws; and


•	Was a payment as to which none of the statutory defenses to a preference action apply.

If the court were to determine that any payments were avoidable as preferential transfers, we would be required to return such payments to such servicer’s bankruptcy estate and would have an unsecured claim against such servicer with respect to such returned amounts.

Payments made to us by such servicer, or obligations incurred by it, could be voided by a court under federal or state fraudulent conveyance laws.

The mortgage servicer (as debtor-in-possession in the bankruptcy proceeding), a bankruptcy trustee appointed in such servicer’s bankruptcy proceeding, or another party in interest could also claim that such servicer’s transfer to us of MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable or other assets or such servicer’s agreement to incur obligations to us under the related purchase agreement was a fraudulent conveyance. Under U.S. bankruptcy laws and similar state insolvency laws, transfers made or obligations incurred could be voided if such servicer, at the time it made such transfers or incurred such obligations: (a) received less than reasonably equivalent value or fair consideration for such transfer or incurrence and (b) either (i) was insolvent at the time of, or was rendered insolvent by reason of, such transfer or incurrence; (ii) was engaged in, or was about to engage in, a business or transaction for which the assets remaining with such servicer were an unreasonably small capital; or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. If any transfer or incurrence is determined to be a fraudulent conveyance, Nationstar, Ocwen or Ditech, as the case may be, (as debtor-in-possession in the bankruptcy proceeding) or a bankruptcy trustee on such servicer’s behalf would be entitled to recover such transfer or to avoid the obligation previously incurred.

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Any purchase agreement pursuant to which we purchase MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable or other assets, including loans,or any subservicing agreement between us and a subservicer on our behalf could be rejected in a bankruptcy proceeding of one of our mortgage servicers or counterparties.

A mortgage servicer (as debtor-in-possession in the bankruptcy proceeding) or a bankruptcy trustee appointed in such servicer’s or counterparty’s bankruptcy proceeding could seek to reject the related purchase agreement or subservicing agreement with a counterparty and thereby terminate such servicer’s or counterparty’s obligation to service the MSRs, Excess MSRs, Servicer Advances and any other asset transferred pursuant to such purchase agreement, and terminate our right to acquire additional assets under such purchase agreement and our right to require such servicer to use commercially reasonable efforts to transfer servicing. If the bankruptcy court approved the rejection, we would have a claim against such servicer or counterparty for any damages from the rejection, and the resulting transfer of our MSRs or servicing of the MSRs relating to our Excess MSRs to another subservicer may result in significant cost and may negatively impact the value of our MSRs or Excess MSRs.

A bankruptcy court could stay a transfer of servicing to another servicer.

Our ability to terminate a subservicer or to require a mortgage servicer to use commercially reasonable efforts to transfer servicing rights to a new servicer would be subject to the automatic stay in such servicer’s bankruptcy proceeding. To enforce this right, we would have to seek relief from the bankruptcy court to lift such stay, and there is no assurance that the bankruptcy court would grant this relief.

Any Subservicing Agreement could be rejected in a bankruptcy proceeding.

If one of our mortgage servicers or subservicers were to file, or to become the subject of, a bankruptcy proceeding under the United States Bankruptcy Code or similar state insolvency laws, such servicer (as debtor-in-possession in the bankruptcy proceeding) or the bankruptcy trustee could reject its subservicing agreement with us and terminate such servicer’s obligation to service the MSRs, servicer advances or loans in which we have an investment. Any claim we have for damages arising from the rejection of a subservicing agreement would be treated as a general unsecured claim for purposes of distributions from such servicer’s bankruptcy estate.

Our mortgage servicers could discontinue servicing.

If one of our mortgage servicers or subservicers were to file or to become the subject of a bankruptcy proceeding under the United States Bankruptcy Code, such servicer could be terminated as servicer (with bankruptcy court approval) or could discontinue servicing, in which case there is no assurance that we would be able to continue receiving payments and transfers in respect of the MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable and other assets purchased under the related purchase agreement or subserviced under the related subservicing agreement. Even if we were able to obtain the servicing rights or terminate the related subservicer, because we do not and in the future may not have the employees, servicing platforms, or technical resources necessary to service mortgage loans, we would need to engage an alternate subservicer (which may not be readily available on acceptable terms or at all) or negotiate a new subservicing agreement with such servicer, which presumably would be on less favorable terms to us. Any engagement of an alternate subservicer by us would require the approval of the related RMBS trustees or the Agencies, as applicable.

The automatic stay under the United States Bankruptcy Code may prevent the ongoing receipt of servicing fees or other amounts due.

Even if we are successful in arguing that we own the MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable and other assets, including loans, purchased under the related purchase agreement, we may need to seek relief in the bankruptcy court to obtain turnover and payment of amounts relating to such assets, and there may be difficulty in recovering payments in respect of such assets that may have been commingled with other funds of such servicer.

A bankruptcy of any of our servicers or subservicers may default our MSR, Excess MSR and servicer advance financing facilities and negatively impact our ability to continue to purchase MSRs, Excess MSRs, Servicer Advance Investments and Servicer Advances Receivable.

If any of our servicers or subservicers were to file for bankruptcy or become the subject of a bankruptcy proceeding, it could result in an event of default under certain of our financing facilities that would require the immediate paydown of such facilities. In this scenario, we may not be able to comply with our obligations to purchase MSRs and servicer advances under the related purchase agreements. Notwithstanding this inability to purchase, the related seller may try to force us to continue making such purchases.

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If it is determined that we are in breach of our obligations under our purchase agreements, any claims that we may have against such related seller may be subject to offset against claims such seller may have against us by reason of this breach.

GSE initiatives and other actions may adversely affect returns from investments in MSRs and Excess MSRs.

On January 18, 2011, the Federal Housing Finance Agency (“FHFA”) announced that it had instructed Fannie Mae and Freddie Mac to study possible alternatives to the current residential mortgage servicing and compensation system used for single-family mortgage loans. It is unclear what Fannie Mae or Freddie Mac may propose as alternatives to current servicing compensation practices, or when any such alternatives may become effective. Although we do not expect MSRs that have already been created to be subject to any changes implemented by Fannie Mae or Freddie Mac, it is possible that, because of the significant role of Fannie Mae or Freddie Mac in the secondary mortgage market, any changes they implement could become prevalent in the mortgage servicing industry generally. Other industry stakeholders or regulators may also implement or require changes in response to the perception that the current mortgage servicing practices and compensation do not appropriately serve broader housing policy objectives. These proposals are still evolving. To the extent the GSEs implement reforms that materially affect the market for conforming loans, there may be secondary effects on the subprime and Alt-A markets. These reforms may have a material adverse effect on the economics or performance of any MSRs that we may acquire in the future.

Changes to the minimum servicing amount for GSE loans could occur at any time and could impact us in significantly negative ways that we are unable to predict or protect against.

Currently, when a loan is sold into the secondary market for Fannie Mae or Freddie Mac loans, the servicer is generally required to retain a minimum servicing amount (“MSA”) of 25 basis points of the UPB for fixed rate mortgages. As has been widely publicized, in September 2011, the FHFA announced that a Joint Initiative on Mortgage Servicing Compensation was seeking public comment on two alternative mortgage servicing compensation structures detailed in a discussion paper. Changes to the MSA structure could significantly impact our business in negative ways that we cannot predict or protect against. For example, the elimination of a MSA could radically change the mortgage servicing industry and could severely limit the supply of MSRs or Excess MSRs available for sale. In addition, a removal of, or reduction in, the MSA could significantly reduce the recapture rate on the affected loan portfolio, which would negatively affect the investment return on our MSRs or Excess MSRs. We cannot predict whether any changes to current MSA rules will occur or what impact any changes will have on our business, results of operations, liquidity or financial condition.

Our investments in MSRs, Excess MSRs and Servicer Advance Investments may involve complex or novel structures.

Investments in MSRs, Excess MSRs and Servicer Advance Investments may entail new types of transactions and may involve complex or novel structures. Accordingly, the risks associated with the transactions and structures are not fully known to buyers and sellers. In the case of MSRs or Excess MSRs on Agency pools, Agencies may require that we submit to costly or burdensome conditions as a prerequisite to their consent to an investment in, or our financing of, MSRs or Excess MSRs on Agency pools. Agency conditions, including capital requirements, may diminish or eliminate the investment potential of MSRs or Excess MSRs on Agency pools by making such investments too expensive for us or by severely limiting the potential returns available from MSRs or Excess MSRs on Agency pools.

It is possible that an Agency’s views on whether any such acquisition structure is appropriate or acceptable may not be known to us when we make an investment and may change from time to time for any reason or for no reason, even with respect to a completed investment. An Agency’s evolving posture toward an acquisition or disposition structure through which we invest in or dispose of Excess MSRs on Agency pools may cause such Agency to impose new conditions on our existing investments in Excess MSRs on Agency pools, including the owner’s ability to hold such Excess MSRs on Agency pools directly or indirectly through a grantor trust or other means. Such new conditions may be costly or burdensome and may diminish or eliminate the investment potential of the Excess MSRs on Agency pools that are already owned by us. Moreover, obtaining such consent may require us or our co-investment counterparties to agree to material structural or economic changes, as well as agree to indemnification or other terms that expose us to risks to which we have not previously been exposed and that could negatively affect our returns from our investments.

Our ability to finance the MSRs and servicer advances acquired in the MSR Transactions may depend on the related servicer’s cooperation with our financing sources and compliance with certain covenants.

We have in the past and intend to continue to finance some or all of the MSRs or servicer advances acquired in the MSR Transactions, and as a result, we will be subject to substantial operational risks associated with the related servicers. In our current financing facilities for Excess MSRs and servicer advances, the failure of the related servicer to satisfy various covenants and tests can result in an amortization event and/or an event of default. Our financing sources may require us to include similar provisions in any

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financing we obtain relating to the MSRs and servicer advances acquired in the MSR Transactions. If we decide to finance such assets, we will not have the direct ability to control any party’s compliance with any such covenants and tests and the failure of any party to satisfy any such covenants or tests could result in a partial or total loss on our investment. Some financing sources may be unwilling to finance any assets acquired in the MSR Transactions.

In addition, any financing for the MSRs and servicer advances acquired in the MSR Transactions may be subject to regulatory approval and the agreement of the relevant servicer or subservicer to be party to such financing agreements. If we cannot get regulatory approval or these parties do not agree to be a party to such financing agreements, we may not be able to obtain financing on favorable terms or at all.

Mortgage servicing is heavily regulated at the U.S. federal, state and local levels, and each transfer of MSRs to our subservicer of such MSRs may not be approved by the requisite regulators.

Mortgage servicers must comply with U.S. federal, state and local laws and regulations. These laws and regulations cover topics such as licensing; allowable fees and loan terms; permissible servicing and debt collection practices; limitations on forced-placed insurance; special consumer protections in connection with default and foreclosure; and protection of confidential, nonpublic consumer information. The volume of new or modified laws and regulations has increased in recent years, and states and individual cities and counties continue to enact laws that either restrict or impose additional obligations in connection with certain loan origination, acquisition and servicing activities in those cities and counties. The laws and regulations are complex and vary greatly among the states and localities, and in some cases, these laws are in conflict with each other or with U.S. federal law. In connection with the MSR Transactions, there is no assurance that each transfer of MSRs to our selected subservicer will be approved by the requisite regulators. If regulatory approval for each such transfer is not obtained, we may incur additional costs and expenses in connection with the approval of another replacement subservicer.

We do not have legal title to the MSRs underlying our Excess MSRs and certain of our servicer advances.

We do not have legal title to the MSRs underlying our Excess MSRs and certain of the MSRs related to the transactions contemplated by the purchase agreements pursuant to which we acquire Servicer Advance Investments from Ocwen, SLS and Nationstar, and are subject to increased risks as a result of the related servicer continuing to own the mortgage servicing rights. The validity or priority of our interest in the underlying mortgage servicing could be challenged in a bankruptcy proceeding of the servicer, and the related purchase agreement could be rejected in such proceeding. Any of the foregoing events might have a material adverse effect on our business, financial condition, results of operations and liquidity. As part of the Ocwen Transaction, we and Ocwen will cooperate to obtain any third party consents required to transfer Ocwen’s remaining interest in the Ocwen Subject MSRs to us. As noted above, however, there is no assurance that we will be successful in obtaining those consents.

Many of our investments may be illiquid, and this lack of liquidity could significantly impede our ability to vary our portfolio in response to changes in economic and other conditions or to realize the value at which such investments are carried if we are required to dispose of them.

Many of our investments are illiquid. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale, refinancing or other disposition. Dispositions of investments may be subject to contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof.

MSRs, Excess MSRs and Servicer Advance Investments are highly illiquid and may be subject to numerous restrictions on transfers, including without limitation the receipt of third-party consents. For example, the Servicing Guidelines of a mortgage owner may require that holders of Excess MSRs obtain the mortgage owner’s prior approval of any change of direct ownership of such Excess MSRs. Such approval may be withheld for any reason or no reason in the discretion of the mortgage owner. Moreover, we have not received and do not expect to receive any assurances from any GSEs that their conditions for the sale by us of any MSRs or Excess MSRs will not change. Therefore, the potential costs, issues or restrictions associated with receiving such GSEs’ consent for any such dispositions by us cannot be determined with any certainty. Additionally, investments in MSRs, Excess MSRs and Servicer Advance Investments may entail complex transaction structures and the risks associated with the transactions and structures are not fully known to buyers or sellers. As a result of the foregoing, we may be unable to locate a buyer at the time we wish to sell MSRs, Excess MSRs or Servicer Advance Investments. There is some risk that we will be required to dispose of MSRs, Excess MSRs or Servicer Advance Investments either through an in-kind distribution or other liquidation vehicle, which will, in either case, provide little or no economic benefit to us, or a sale to a co-investor in the MSRs, Excess MSRs or Servicer Advance Investments, which may be an affiliate. Accordingly, we cannot provide any assurance that we will obtain any return or any benefit of any kind from any disposition of MSRs, Excess MSRs or Servicer Advance Investments. We may not benefit from the full term of the assets and for the aforementioned reasons may not receive any benefits from the disposition, if any, of such assets.

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In addition, some of our real estate related securities may not be registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws. There are also no established trading markets for a majority of our intended investments. Moreover, certain of our investments, including our investments in consumer loans, Servicer Advance Investments and certain investments in MSRs and Excess MSRs, are made indirectly through a vehicle that owns the underlying assets. Our ability to sell our interest may be contractually limited or prohibited. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be limited.

Our real estate related securities have historically been valued based primarily on third-party quotations, which are subject to significant variability based on the liquidity and price transparency created by market trading activity. A disruption in these trading markets could reduce the trading for many real estate related securities, resulting in less transparent prices for those securities, which would make selling such assets more difficult. Moreover, a decline in market demand for the types of assets that we hold would make it more difficult to sell our assets. If we are required to liquidate all or a portion of our illiquid investments quickly, we may realize significantly less than the amount at which we have previously valued these investments.

Market conditions could negatively impact our business, results of operations, cash flows and financial condition.

The market in which we operate is affected by a number of factors that are largely beyond our control but can nonetheless have a potentially significant, negative impact on us. These factors include, among other things:


•	interest rates and credit spreads;


•	the availability of credit, including the price, terms and conditions under which it can be obtained;


•	the quality, pricing and availability of suitable investments and credit losses with respect to our investments;


•	the ability to obtain accurate market-based valuations;


•	the ability of securities dealers to make markets in relevant securities and loans;


•	loan values relative to the value of the underlying real estate assets;


•	default rates on the loans underlying our investments and the amount of the related losses;


•	prepayment rates, delinquency rates and legislative/regulatory changes with respect to our investments in MSRs, Excess MSRs, Servicer Advance Investments, RMBS, and loans, and the timing and amount of servicer advances;


•	the availability and cost of quality servicers and subservicers, and advance and recapture rates;


•	competition;


•	the actual and perceived state of the real estate markets, bond markets, market for dividend-paying stocks and public capital markets generally;


•	the impact of potential changes to the tax code;


•	unemployment rates; and


•	the attractiveness of other types of investments relative to investments in real estate or REITs generally.

Changes in these factors are difficult to predict, and a change in one factor can affect other factors. For example, at various points in time, increased default rates in the subprime mortgage market played a role in causing credit spreads to widen, reducing availability of credit on favorable terms, reducing liquidity and price transparency of real estate related assets, resulting in difficulty in obtaining accurate mark-to-market valuations, and causing a negative perception of the state of the real estate markets and of REITs generally. While market conditions have generally improved since 2008, they could deteriorate as a result of a variety of factors beyond our control with adverse effects to our financial condition.

The geographic distribution of the loans underlying, and collateral securing, certain of our investments subjects us to geographic real estate market risks, which could adversely affect the performance of our investments, our results of operations and financial condition.

The geographic distribution of the loans underlying, and collateral securing, our investments, including our MSRs, Excess MSRs, Servicer Advance Investments, Services Advances Receivable, Non-Agency RMBS and loans, exposes us to risks associated with the real estate and commercial lending industry in general within the states and regions in which we hold significant investments. These risks include, without limitation: possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; changes in zoning laws; increased energy costs; unemployment; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; casualty or condemnation losses; uninsured damages from floods, hurricanes, earthquakes or other natural disasters; and changes in interest rates.

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As of September 30, 2017 , 24.1% and 19.0% of the total UPB of the residential mortgage loans underlying our Excess MSRs and MSRs, respectively, was secured by properties located in California , which are particularly susceptible to natural disasters such as fires, earthquakes and mudslides. 8.6% and 6.0% of the total UPB of the residential mortgage loans underlying our Excess MSRs and MSRs, respectively, was secured by properties located in Florida , which are particularly susceptible to natural disasters such as hurricanes and floods. As of September 30, 2017 , 38.5% of the collateral securing our Non-Agency RMBS was located in the Western U.S., 23.8% was located in the Southeastern U.S., 19.8% was located in the Northeastern U.S., 10.6% was located in the Midwestern U.S. and 7.2% was located in the Southwestern U.S. We were unable to obtain geographical information for 0.1% of the collateral. As a result of this concentration, we may be more susceptible to adverse developments in those markets than if we owned a more geographically diverse portfolio. To the extent any of the foregoing risks arise in states and regions where we hold significant investments, the performance of our investments, our results of operations, cash flows and financial condition could suffer a material adverse effect.

Many of the RMBS in which we invest are collateralized by subprime mortgage loans, which are subject to increased risks.

Many of the RMBS in which we invest are backed by collateral pools of subprime residential mortgage loans. “Subprime” mortgage loans refer to mortgage loans that have been originated using underwriting standards that are less restrictive than the underwriting requirements used as standards for other first and junior lien mortgage loan purchase programs, such as the programs of Fannie Mae and Freddie Mac. These lower standards include mortgage loans made to borrowers having imperfect or impaired credit histories (including outstanding judgments or prior bankruptcies), mortgage loans where the amount of the loan at origination is 80% or more of the value of the mortgage property, mortgage loans made to borrowers with low credit scores, mortgage loans made to borrowers who have other debt that represents a large portion of their income and mortgage loans made to borrowers whose income is not required to be disclosed or verified. Due to economic conditions, including increased interest rates and lower home prices, as well as aggressive lending practices, subprime mortgage loans have in recent periods experienced significant rates of delinquency, foreclosure, bankruptcy and loss, and they are likely to continue to experience delinquency, foreclosure, bankruptcy and loss rates that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. Thus, because of the higher delinquency rates and losses associated with subprime mortgage loans, the performance of RMBS backed by subprime mortgage loans could be correspondingly adversely affected, which could adversely impact our results of operations, liquidity, financial condition and business.

The value of our MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable and RMBS may be adversely affected by deficiencies in servicing and foreclosure practices, as well as related delays in the foreclosure process.

Allegations of deficiencies in servicing and foreclosure practices among several large sellers and servicers of residential mortgage loans that surfaced in 2010 raised various concerns relating to such practices, including the improper execution of the documents used in foreclosure proceedings (so-called “robo signing”), inadequate documentation of transfers and registrations of mortgages and assignments of loans, improper modifications of loans, violations of representations and warranties at the date of securitization and failure to enforce put-backs.

As a result of alleged deficiencies in foreclosure practices, a number of servicers temporarily suspended foreclosure proceedings beginning in the second half of 2010 while they evaluated their foreclosure practices. In late 2010, a group of state attorneys general and state bank and mortgage regulators representing nearly all 50 states and the District of Columbia, along with the U.S. Justice Department and HUD, began an investigation into foreclosure practices of banks and servicers. The investigations and lawsuits by several state attorneys general led to a settlement agreement in early February 2012 with five of the nation’s largest banks, pursuant to which the banks agreed to pay more than $25.0 billion to settle claims relating to improper foreclosure practices. The settlement does not prohibit the states, the federal government, individuals or investors from pursuing additional actions against the banks and servicers in the future.

Under the terms of the agreements governing our Servicer Advance Investments and MSRs, we (in certain cases, together with third-party co-investors) are required to purchase from Nationstar, Ocwen, Ditech and our other servicers, advances on certain loan pools. While a residential mortgage loan is in foreclosure, servicers are generally required to continue to advance delinquent principal and interest and to also make advances for delinquent taxes and insurance and foreclosure costs and the upkeep of vacant property in foreclosure to the extent it determines that such amounts are recoverable. Servicer advances are generally recovered when the delinquency is resolved.

Foreclosure moratoria or other actions that lengthen the foreclosure process increase the amount of servicer advances our servicers are required to make and we are required to purchase, lengthen the time it takes for us to be repaid for such advances and increase the costs incurred during the foreclosure process. In addition, servicer advance financing facilities contain provisions that modify the advance rates for, and limit the eligibility of, servicer advances to be financed based on the length of time that servicer advances are outstanding, and, as a result, an increase in foreclosure timelines could further increase the amount of servicer advances that

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we need to fund with our own capital. Such increases in foreclosure timelines could increase our need for capital to fund servicer advances (which do not bear interest), which would increase our interest expense, reduce the value of our investment and potentially reduce the cash that we have available to pay our operating expenses or to pay dividends.

Even in states where servicers have not suspended foreclosure proceedings or have lifted (or will soon lift) any such delayed foreclosures, servicers, including Nationstar, Ocwen, Ditech and our other servicers, have faced, and may continue to face, increased delays and costs in the foreclosure process. For example, the current legislative and regulatory climate could lead borrowers to contest foreclosures that they would not otherwise have contested under ordinary circumstances, and servicers may incur increased litigation costs if the validity of a foreclosure action is challenged by a borrower. In general, regulatory developments with respect to foreclosure practices could result in increases in the amount of servicer advances and the length of time to recover servicer advances, fines or increases in operating expenses, and decreases in the advance rate and availability of financing for servicer advances. This would lead to increased borrowings, reduced cash and higher interest expense which could negatively impact our liquidity and profitability. Although the terms of our Servicer Advance Investments contain adjustment mechanisms that would reduce the amount of performance fees payable to the related servicer if servicer advances exceed pre-determined amounts, those fee reductions may not be sufficient to cover the expenses resulting from longer foreclosure timelines.

The integrity of the servicing and foreclosure processes is critical to the value of the residential mortgage loan portfolios underlying our MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivables and RMBS, and our financial results could be adversely affected by deficiencies in the conduct of those processes. For example, delays in the foreclosure process that have resulted from investigations into improper servicing practices may adversely affect the values of, and result in losses on, these investments. Foreclosure delays may also increase the administrative expenses of the securitization trusts for the RMBS, thereby reducing the amount of funds available for distribution to investors.

In addition, the subordinate classes of securities issued by the securitization trusts may continue to receive interest payments while the defaulted loans remain in the trusts, rather than absorbing the default losses. This may reduce the amount of credit support available for the senior classes of RMBS that we own, thus possibly adversely affecting these securities. Additionally, a substantial portion of the $25.0 billion settlement is a “credit” to the banks and servicers for principal write-downs or reductions they may make to certain mortgages underlying RMBS. There remains uncertainty as to how these principal reductions will work and what effect they will have on the value of related RMBS. As a result, there can be no assurance that any such principal reductions will not adversely affect the value of our MSRs, Excess MSRs, Servicer Advance Investments, Servicer Advances Receivable and RMBS.

While we believe that the sellers and servicers would be in violation of the applicable Servicing Guidelines to the extent that they have improperly serviced mortgage loans or improperly executed documents in foreclosure or bankruptcy proceedings, or do not comply with the terms of servicing contracts when deciding whether to apply principal reductions, it may be difficult, expensive, time consuming and, ultimately, uneconomic for us to enforce our contractual rights. While we cannot predict exactly how the servicing and foreclosure matters or the resulting litigation or settlement agreements will affect our business, there can be no assurance that these matters will not have an adverse impact on our results of operations, cash flows and financial condition.

A failure by any or all of the members of Buyer to make capital contributions for amounts required to fund servicer advances could result in an event of default under our advance facilities and a complete loss of our investment.

As described in Note 6 to our Condensed Consolidated Financial Statements, New Residential and third-party co-investors, through a joint venture entity (Advance Purchaser LLC, the “Buyer”) have agreed to purchase all future arising servicer advances from Nationstar under certain residential mortgage servicing agreements. Buyer relies, in part, on its members to make committed capital contributions in order to pay the purchase price for future servicer advances. A failure by any or all of the members to make such capital contributions for amounts required to fund servicer advances could result in an event of default under our advance facilities and a complete loss of our investment.

The loans underlying the securities we invest in and the loans we directly invest in are subject to delinquency, foreclosure and loss, which could result in losses to us.

Mortgage backed securities are securities backed by mortgage loans. The ability of borrowers to repay these mortgage loans is dependent upon the income or assets of these borrowers. If a borrower has insufficient income or assets to repay these loans, it will default on its loan. Our investments in RMBS will be adversely affected by defaults under the loans underlying such securities. To the extent losses are realized on the loans underlying the securities in which we invest, we may not recover the amount invested in, or, in extreme cases, any of our investment in such securities.

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Residential mortgage loans, manufactured housing loans and subprime mortgage loans are secured by single-family residential property and are also subject to risks of delinquency and foreclosure, and risks of loss. The ability of a borrower to repay a loan secured by a residential property is dependent upon the income or assets of the borrower. A number of factors may impair borrowers’ abilities to repay their loans, including, among other things, changes in the borrower’s employment status, changes in national, regional or local economic conditions, changes in interest rates or the availability of credit on favorable terms, changes in regional or local real estate values, changes in regional or local rental rates and changes in real estate taxes.

In the event of default under a loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the outstanding principal and accrued but unpaid interest of the loan, which could adversely affect our results of operations, cash flows and financial condition.

Our investments in real estate related securities are subject to changes in credit spreads as well as available market liquidity, which could adversely affect our ability to realize gains on the sale of such investments.

Real estate related securities are subject to changes in credit spreads. Credit spreads measure the yield demanded on securities by the market based on their credit relative to a specific benchmark.

Fixed rate securities are valued based on a market credit spread over the rate payable on fixed rate U.S. Treasuries of like maturity. Floating rate securities are valued based on a market credit spread over LIBOR and are affected similarly by changes in LIBOR spreads. As of September 30, 2017 , 92.0% of our Non-Agency RMBS Portfolio consisted of floating rate securities and 8.0% consisted of fixed rate securities, and 10.4% of our Agency RMBS portfolio consisted of floating rate securities and 89.6% consisted of fixed rate securities, based on the amortized cost basis of all securities (including the amortized cost basis of interest-only and residual classes). Excessive supply of these securities combined with reduced demand will generally cause the market to require a higher yield on these securities, resulting in the use of a higher, or “wider,” spread over the benchmark rate to value such securities. Under such conditions, the value of our real estate related securities portfolios would tend to decline. Conversely, if the spread used to value such securities were to decrease, or “tighten,” the value of our real estate related securities portfolio would tend to increase. Such changes in the market value of our real estate securities portfolios may affect our net equity, net income or cash flow directly through their impact on unrealized gains or losses on available-for-sale securities, and therefore our ability to realize gains on such securities, or indirectly through their impact on our ability to borrow and access capital. Widening credit spreads could cause the net unrealized gains on our securities and derivatives, recorded in accumulated other comprehensive income or retained earnings, and therefore our book value per share, to decrease and result in net losses.

Prepayment rates on the residential mortgage loans underlying our real estate related securities may adversely affect our profitability.

In general, the residential mortgage loans backing our real estate related securities may be prepaid at any time without penalty. Prepayments on our real estate related securities result when homeowners/mortgagors satisfy (i.e., pay off) the mortgage upon selling or refinancing their mortgaged property. When we acquire a particular security, we anticipate that the underlying residential mortgage loans will prepay at a projected rate which, together with expected coupon income, provides us with an expected yield on such securities. If we purchase assets at a premium to par value, and borrowers prepay their mortgage loans faster than expected, the corresponding prepayments on the real estate related security may reduce the expected yield on such securities because we will have to amortize the related premium on an accelerated basis. Conversely, if we purchase assets at a discount to par value, when borrowers prepay their mortgage loans slower than expected, the decrease in corresponding prepayments on the real estate related security may reduce the expected yield on such securities because we will not be able to accrete the related discount as quickly as originally anticipated.

Prepayment rates on loans are influenced by changes in mortgage and market interest rates and a variety of economic, geographic, political and other factors, all of which are beyond our control. Consequently, such prepayment rates cannot be predicted with certainty and no strategy can completely insulate us from prepayment or other such risks. In periods of declining interest rates, prepayment rates on mortgage loans generally increase. If general interest rates decline at the same time, the proceeds of such prepayments received during such periods are likely to be reinvested by us in assets yielding less than the yields on the assets that were prepaid. In addition, the market value of our real estate related securities may, because of the risk of prepayment, benefit less than other fixed-income securities from declining interest rates.

With respect to Agency RMBS, we may purchase securities that have a higher or lower coupon rate than the prevailing market interest rates. In exchange for a higher coupon rate, we would then pay a premium over par value to acquire these securities. In accordance with GAAP, we would amortize the premiums on our Agency RMBS over the life of the related securities. If the mortgage loans securing these securities prepay at a more rapid rate than anticipated, we would have to amortize our premiums on an accelerated basis which may adversely affect our profitability. As compensation for a lower coupon rate, we would then pay

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a discount to par value to acquire these securities. In accordance with GAAP, we would accrete any discounts on our Agency RMBS over the life of the related securities. If the mortgage loans securing these securities prepay at a slower rate than anticipated, we would have to accrete our discounts on an extended basis which may adversely affect our profitability. Defaults on the mortgage loans underlying Agency RMBS typically have the same effect as prepayments because of the underlying Agency guarantee.

Prepayments, which are the primary feature of mortgage backed securities that distinguish them from other types of bonds, are difficult to predict and can vary significantly over time. As the holder of the security, on a monthly basis, we receive a payment equal to a portion of our investment principal in a particular security as the underlying mortgages are prepaid. In general, on the date each month that principal prepayments are announced (i.e., factor day), the value of our real estate related security pledged as collateral under our repurchase agreements is reduced by the amount of the prepaid principal and, as a result, our lenders will typically initiate a margin call requiring the pledge of additional collateral or cash, in an amount equal to such prepaid principal, in order to re-establish the required ratio of borrowing to collateral value under such repurchase agreements. Accordingly, with respect to our Agency RMBS, the announcement on factor day of principal prepayments is in advance of our receipt of the related scheduled payment, thereby creating a short-term receivable for us in the amount of any such principal prepayments. However, under our repurchase agreements, we may receive a margin call relating to the related reduction in value of our Agency RMBS and, prior to receipt of this short-term receivable, be required to post additional collateral or cash in the amount of the principal prepayment on or about factor day, which would reduce our liquidity during the period in which the short-term receivable is outstanding. As a result, in order to meet any such margin calls, we could be forced to sell assets in order to maintain liquidity. Forced sales under adverse market conditions may result in lower sales prices than ordinary market sales made in the normal course of business. If our real estate related securities were liquidated at prices below our amortized cost (i.e., the cost basis) of such assets, we would incur losses, which could adversely affect our earnings. In addition, in order to continue to earn a return on this prepaid principal, we must reinvest it in additional real estate related securities or other assets; however, if interest rates decline, we may earn a lower return on our new investments as compared to the real estate related securities that prepay.

Prepayments may have a negative impact on our financial results, the effects of which depend on, among other things, the timing and amount of the prepayment delay on our Agency RMBS, the amount of unamortized premium or discount on our real estate related securities, the rate at which prepayments are made on our Non-Agency RMBS, the reinvestment lag and the availability of suitable reinvestment opportunities.

Our investments in RMBS may be subject to significant impairment charges, which would adversely affect our results of operations.

We will be required to periodically evaluate our investments for impairment indicators. The value of an investment is impaired when our analysis indicates that, with respect to a security, it is probable that the value of the security is other-than-temporarily impaired. The judgment regarding the existence of impairment indicators is based on a variety of factors depending upon the nature of the investment and the manner in which the income related to such investment was calculated for purposes of our financial statements. If we determine that an impairment has occurred, we are required to make an adjustment to the net carrying value of the investment, which would adversely affect our results of operations in the applicable period and thereby adversely affect our ability to pay dividends to our stockholders.

The lenders under our repurchase agreements may elect not to extend financing to us, which could quickly and seriously impair our liquidity.

We finance a meaningful portion of our investments in RMBS with repurchase agreements, which are short-term financing arrangements. Under the terms of these agreements, we will sell a security to the lending counterparty for a specified price and concurrently agree to repurchase the same security from our counterparty at a later date for a higher specified price. During the term of the repurchase agreement—which can be as short as 30 days—the counterparty will make funds available to us and hold the security as collateral. Our counterparties can also require us to post additional margin as collateral at any time during the term of the agreement. When the term of a repurchase agreement ends, we will be required to repurchase the security for the specified repurchase price, with the difference between the sale and repurchase prices serving as the equivalent of paying interest to the counterparty in return for extending financing to us. If we want to continue to finance the security with a repurchase agreement, we ask the counterparty to extend—or “roll”—the repurchase agreement for another term.

Our counterparties are not required to roll our repurchase agreements upon the expiration of their stated terms, which subjects us to a number of risks. Counterparties electing to roll our repurchase agreements may charge higher spread and impose more onerous terms upon us, including the requirement that we post additional margin as collateral. More significantly, if a repurchase agreement counterparty elects not to extend our financing, we would be required to pay the counterparty the full repurchase price on the maturity date and find an alternate source of financing. Alternate sources of financing may be more expensive, contain more onerous terms or simply may not be available. If we were unable to pay the repurchase price for any security financed with a

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repurchase agreement, the counterparty has the right to sell the underlying security being held as collateral and require us to compensate it for any shortfall between the value of our obligation to the counterparty and the amount for which the collateral was sold (which may be a significantly discounted price). As of September 30, 2017 , we had outstanding repurchase agreements with an aggregate face amount of approximately $4.3 billion to finance Non-Agency RMBS and approximately $1.8 billion to finance Agency RMBS and related trades receivable. Moreover, our repurchase agreement obligations are currently with a limited number of counterparties. If any of our counterparties elected not to roll our repurchase agreements, we may not be able to find a replacement counterparty in a timely manner. Finally, some of our repurchase agreements contain covenants and our failure to comply with such covenants could result in a loss of our investment.

The financing sources under our servicer advance financing facilities may elect not to extend financing to us or may have or take positions adverse to us, which could quickly and seriously impair our liquidity.

We finance a meaningful portion of our Servicer Advance Investments and Servicer Advances Receivable with structured financing arrangements. These arrangements are commonly of a short-term nature. These arrangements are generally accomplished by having the named servicer if the named servicer is a subsidiary of the Company or the purchaser of such Servicer Advance Investments (which is a subsidiary of the Company) transfer our right to repayment for certain servicer advances that we have as servicer under the relevant Servicing Guidelines or that we have acquired from one of our mortgage servicers, as applicable, to one of our wholly owned bankruptcy remote subsidiaries (a “Depositor”). We are generally required to continue to transfer to the related Depositor all of our rights to repayment for any particular pool of servicer advances as they arise (and, if applicable, are transferred from one of our mortgage servicers) until the related financing arrangement is paid in full and is terminated. The related Depositor then transfers such rights to an “Issuer.” The Issuer then issues limited recourse notes to the financing sources backed by such rights to repayment.

The outstanding balance of servicer advances securing these arrangements is not likely to be repaid on or before the maturity date of such financing arrangements. Accordingly, we rely heavily on our financing sources to extend or refinance the terms of such financing arrangements. Our financing sources are not required to extend the arrangements upon the expiration of their stated terms, which subjects us to a number of risks. Financing sources electing to extend may charge higher interest rates and impose more onerous terms upon us, including without limitation, lowering the amount of financing that can be extended against any particular pool of servicer advances.

If a financing source is unable or unwilling to extend financing, including, but not limited to, due to legal or regulatory matters applicable to us or our mortgage servicers, the related Issuer will be required to repay the outstanding balance of the financing on the related maturity date. Additionally, there may be substantial increases in the interest rates under a financing arrangement if the related notes are not repaid, extended or refinanced prior to the expected repayment dated, which may be before the related maturity date. If an Issuer is unable to pay the outstanding balance of the notes, the financing sources generally have the right to foreclose on the servicer advances pledged as collateral.

As of September 30, 2017 , certain of the notes issued under our structured servicer advance financing arrangements accrued interest at a floating rate of interest. Servicer advances are non-interest bearing assets. Accordingly, if there is an increase in prevailing interest rates and/or our financing sources increase the interest rate “margins” or “spreads.” the amount of financing that we could obtain against any particular pool of servicer advances may decrease substantially and/or we may be required to obtain interest rate hedging arrangements. There is no assurance that we will be able to obtain any such interest rate hedging arrangements.

Alternate sources of financing may be more expensive, contain more onerous terms or simply may not be available. Moreover, our structured servicer advance financing arrangements are currently with a limited number of counterparties. If any of our sources are unable to or elected not to extend or refinance such arrangements, we may not be able to find a replacement counterparty in a timely manner.

Many of our servicer advance financing arrangements are provided by financial institutions with whom we have substantial relationships. Some of our servicer advance financing arrangements entail the issuance of term notes to capital markets investors with whom we have little or no relationships or the identities of which we may not be aware and, therefore, we have no ability to control or monitor the identity of the holders of such term notes. Holders of such term notes may have or may take positions - for example, “short” positions in our stock or the stock of our servicers - that could be benefited by adverse events with respect to us or our servicers. If any holders of term notes allege or assert noncompliance by us or the related servicer under our servicer advance financing arrangements in order to realize such benefits, we or our servicers, or our ability to maintain servicer advance financing on favorable terms, could be materially and adversely affected.

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In order to continue to finance servicer advances and deferred servicing fees arising in connection with the Ocwen Subject MSRs upon any transfer in connection with the Ocwen Transaction, we will need to amend our existing servicer advance financing facilities (or establish new servicer advance financing facilities) related to the Ocwen Subject MSRs to permit such continued financing. There is no assurance we will able to do so on favorable terms or at all. As of September 30, 2017 , we had borrowed $2.6 billion against approximately $3.1 billion of servicer advances and deferred servicing fees arising under the Ocwen Subject MSRs that had not yet been transferred. Our obligation to pay Ocwen lump sum payments in connection with any transfer of interests in the Ocwen Subject MSRs in connection with the Ocwen Transaction is not conditioned on having such servicer advance financings amended (or having new servicer advance financing facilities established).

We may not be able to finance our investments on attractive terms or at all, and financing for MSRs, Excess MSRs or servicer advances may be particularly difficult to obtain.

The ability to finance investments with securitizations or other long-term non-recourse financing not subject to margin requirements has been more challenging since 2007 as a result of market conditions. These conditions may result in having to use less efficient forms of financing for any new investments, which will likely require a larger portion of our cash flows to be put toward making the initial investment and thereby reduce the amount of cash available for distribution to our stockholders and funds available for operations and investments, and which will also likely require us to assume higher levels of risk when financing our investments. In addition, there is a limited market for financing of investments in MSRs and Excess MSRs, and it is possible that one will not develop for a variety of reasons, such as the challenges with perfecting security interests in the underlying collateral.

Certain of our advance facilities may mature in the short term, and there can be no assurance that we will be able to renew these facilities on favorable terms or at all. Moreover, an increase in delinquencies with respect to the loans underlying our servicer advances could result in the need for additional financing, which may not be available to us on favorable terms or at all. If we are not able to obtain adequate financing to purchase servicer advances from our servicers or fund servicer advances under our MSRs in accordance with the applicable Servicing Guidelines, we or any such servicer, as applicable, could default on its obligation to fund such advances, which could result in its termination of us or any applicable servicer, as applicable, as servicer under the applicable Servicing Guidelines, and a partial or total loss of our Servicer Advance Investments, Servicer Advances Receivable, MSRs and Excess MSRs, as applicable.

The non-recourse long-term financing structures we use expose us to risks, which could result in losses to us.

We use structured finance and other non-recourse long-term financing for our investments to the extent available and appropriate. In such structures, our financing sources typically have only a claim against the assets included in the securitizations rather than a general claim against us as an entity. Prior to any such financing, we would seek to finance our investments with relatively short-term facilities until a sufficient portfolio is accumulated. As a result, we would be subject to the risk that we would not be able to acquire, during the period that any short-term facilities are available, sufficient eligible assets or securities to maximize the efficiency of a securitization. We also bear the risk that we would not be able to obtain new short-term facilities or would not be able to renew any short-term facilities after they expire should we need more time to seek and acquire sufficient eligible assets or securities for a securitization. In addition, conditions in the capital markets may make the issuance of any such securitization less attractive to us even when we do have sufficient eligible assets or securities. While we would intend to retain the unrated equity component of securitizations and, therefore, still have exposure to any investments included in such securitizations, our inability to enter into such securitizations may increase our overall exposure to risks associated with direct ownership of such investments, including the risk of default. Our inability to refinance any short-term facilities would also increase our risk because borrowings thereunder would likely be recourse to us as an entity. If we are unable to obtain and renew short-term facilities or to consummate securitizations to finance our investments on a long-term basis, we may be required to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price.

The final Basel FRTB Ruling, which raised capital charges for bank holders of ABS, CMBS and Non-Agency MBS beginning in 2019, could adversely impact available trading liquidity and access to financing.

In January 2006, the Basel Committee on Banking Supervision released a finalized framework for calculating minimum capital requirements for market risk, which will take effect in January 2019. In the final proposal, capital requirements would overall be meaningfully higher than current requirements, but are less punitive than the previous December 2014 proposal. However, each country’s specific regulator may codify the rules differently. Under the framework, capital charges on a bond are calculated based on three components: default, market and residual risk. Implementation of the final proposal could impose meaningfully higher capital charges on dealers compared with current requirements, and could reduce liquidity in the securitized products market.

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Risks associated with our investment in the consumer loan sector could have a material adverse effect on our business and financial results.

Our portfolio includes an investment in the consumer loan sector. Although many of the risks applicable to consumer loans are also applicable to residential mortgage loans, and thus the type of risks that we have experience managing, there are nevertheless substantial risks and uncertainties associated with engaging in a new category of investment. There may be factors that affect the consumer loan sector with which we are not as familiar compared to the residential mortgage loan sector. Moreover, our underwriting assumptions for these investments may prove to be materially incorrect. It is also possible that the addition of consumer loans to our investment portfolio could divert our Manager’s time away from our other investments. Furthermore, external factors, such as compliance with regulations, may also impact our ability to succeed in the consumer loan investment sector. Failure to successfully manage these risks could have a material adverse effect on our business and financial results.

The consumer loans we invest in are subject to delinquency and loss, which could have a negative impact on our financial results.

The ability of borrowers to repay the consumer loans we invest in may be adversely affected by numerous personal factors, including unemployment, divorce, major medical expenses or personal bankruptcy. General factors, including an economic downturn, high energy costs or acts of God or terrorism, may also affect the financial stability of borrowers and impair their ability or willingness to repay the consumer loans in our investment portfolio. In the event of any default under a loan in the consumer loan portfolio in which we have invested, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral securing the loan, if any, and the principal and accrued interest of the loan. In addition, our investments in consumer loans may entail greater risk than our investments in residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. Further, repossessing personal property securing a consumer loan can present additional challenges, including locating the collateral and taking possession of it. In addition, borrowers under consumer loans may have lower credit scores. There can be no guarantee that we will not suffer unexpected losses on our investments as a result of the factors set out above, which could have a negative impact on our financial results.

The servicer of the loans underlying our consumer loan investment may not be able to accurately track the default status of senior lien loans in instances where our consumer loan investments are secured by second or third liens on real estate.

A portion of our investment in consumer loans is secured by second and third liens on real estate. When we hold the second or third lien another creditor or creditors, as applicable, holds the first and/or second, as applicable, lien on the real estate that is the subject of the security. In these situations our second or third lien is subordinate in right of payment to the first and/or second, as applicable, holder’s right to receive payment. Moreover, as the servicer of the loans underlying our consumer loan portfolio is not able to track the default status of a senior lien loan in instances where we do not hold the related first mortgage, the value of the second or third lien loans in our portfolio may be lower than our estimates indicate.

The consumer loan investment sector is subject to various initiatives on the part of advocacy groups and extensive regulation and supervision under federal, state and local laws, ordinances and regulations, which could have a negative impact on our financial results.

In recent years consumer advocacy groups and some media reports have advocated governmental action to prohibit or place severe restrictions on the types of short-term consumer loans in which we have invested. Such consumer advocacy groups and media reports generally focus on the annual percentage rate to a consumer for this type of loan, which is compared unfavorably to the interest typically charged by banks to consumers with top-tier credit histories.

The fees charged on the consumer loans in the portfolio in which we have invested may be perceived as controversial by those who do not focus on the credit risk and high transaction costs typically associated with this type of investment. If the negative characterization of these types of loans becomes increasingly accepted by consumers, demand for the consumer loan products in which we have invested could significantly decrease. Additionally, if the negative characterization of these types of loans is accepted by legislators and regulators, we could become subject to more restrictive laws and regulations in the area.

In addition, we are, or may become, subject to federal, state and local laws, regulations, or regulatory policies and practices, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) (which, among other things, established the CFPB with broad authority to regulate and examine financial institutions), which may, amongst other things, limit the amount of interest or fees allowed to be charged on the consumer loans we invest in, or the number of consumer loans that

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customers may receive or have outstanding. The operation of existing or future laws, ordinances and regulations could interfere with the focus of our investments which could have a negative impact on our financial results.

A significant portion of the residential mortgage loans that we acquire are, or may become, sub-performing loans, non-performing loans or REO assets, which increases our risk of loss.

We acquire distressed residential mortgage loans where the borrower has failed to make timely payments of principal and/or interest. As part of the residential mortgage loan portfolios we purchase, we also may acquire performing loans that are or subsequently become sub-performing or non-performing, meaning the borrowers fail to timely pay some or all of the required payments of principal and/or interest. Under current market conditions, it is likely that some of these loans will have current loan-to-value ratios in excess of 100%, meaning the amount owed on the loan exceeds the value of the underlying real estate.

The borrowers on sub-performing or non-performing loans may be in economic distress and may have become unemployed, bankrupt or otherwise unable or unwilling to make payments when due. Borrowers may also face difficulties with refinancing such loans, including due to reduced availability of refinancing alternatives and insufficient equity in their homes to permit them to refinance. Increases in mortgage interest rates would exacerbate these difficulties. We may need to foreclose on collateral securing such loans, and the foreclosure process can be lengthy and expensive. Furthermore, REO assets (i.e., real estate owned by the lender upon completion of the foreclosure process) are relatively illiquid, and we may not be able to sell such REO assets on terms acceptable to us or at all.

Even though we typically pay less than the amount owed on these loans to acquire them, if actual results differ from our assumptions in determining the price we paid to acquire such loans, we may incur significant losses. Any loss we incur may be significant and could materially and adversely affect us.

Certain jurisdictions require licenses to purchase, hold, enforce or sell residential mortgage loans and/or MSRs, and we may not be able to obtain and/or maintain such licenses.

Certain jurisdictions require a license to purchase, hold, enforce or sell residential mortgage loans and/or MSRs. We currently hold some but not all such licenses. In the event that any licensing requirement is applicable to us, there can be no assurance that we will obtain such licenses or, if obtained, that we will be able to maintain them. Our failure to obtain or maintain such licenses could restrict our ability to invest in loans in these jurisdictions if such licensing requirements are applicable. With respect to mortgage loans, in lieu of obtaining such licenses, we may contribute our acquired residential mortgage loans to one or more wholly owned trusts whose trustee is a national bank, which may be exempt from state licensing requirements. We have formed one or more subsidiaries to apply for certain state licenses. If these subsidiaries obtain the required licenses, any trust holding loans in the applicable jurisdictions may transfer such loans to such subsidiaries, resulting in these loans being held by a state-licensed entity. There can be no assurance that we will be able to obtain the requisite licenses in a timely manner or at all or in all necessary jurisdictions, or that the use of the trusts will reduce the requirement for licensing. In addition, even if we obtain necessary licenses, we may not be able to maintain them. Any of these circumstances could limit our ability to invest in residential mortgage loans or MSRs in the future and have a material adverse effect on us.

Our determination of how much leverage to apply to our investments may adversely affect our return on our investments and may reduce cash available for distribution.

We leverage certain of our assets through a variety of borrowings. Our investment guidelines do not limit the amount of leverage we may incur with respect to any specific asset or pool of assets. The return we are able to earn on our investments and cash available for distribution to our stockholders may be significantly reduced due to changes in market conditions, which may cause the cost of our financing to increase relative to the income that can be derived from our assets.

A significant portion of our investments are not match funded, which may increase the risks associated with these investments.

When available, a match funding strategy mitigates the risk of not being able to refinance an investment on favorable terms or at all. However, our Manager may elect for us to bear a level of refinancing risk on a short-term or longer-term basis, as in the case of investments financed with repurchase agreements, when, based on its analysis, our Manager determines that bearing such risk is advisable or unavoidable. In addition, we may be unable, as a result of conditions in the credit markets, to match fund our investments. For example since the 2008 recession, non-recourse term financing not subject to margin requirements has been more difficult to obtain, which impairs our ability to match fund our investments. Moreover, we may not be able to enter into interest rate swaps. A decision not to, or the inability to, match fund certain investments exposes us to additional risks.

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Furthermore, we anticipate that, in most cases, for any period during which our floating rate assets are not match funded with respect to maturity, the income from such assets may respond more slowly to interest rate fluctuations than the cost of our borrowings. Because of this dynamic, interest income from such investments may rise more slowly than the related interest expense, with a consequent decrease in our net income. Interest rate fluctuations resulting in our interest expense exceeding interest income would result in operating losses for us from these investments.

Accordingly, to the extent our investments are not match funded with respect to maturities and interest rates, we are exposed to the risk that we may not be able to finance or refinance our investments on economically favorable terms, or at all, or may have to liquidate assets at a loss.

Interest rate fluctuations and shifts in the yield curve may cause losses.

Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Our primary interest rate exposures relate to our investments in MSRs, Excess MSRs, Servicer Advance Investments, RMBS, loans and any floating rate debt obligations that we may incur. Changes in interest rates, including changes in expected interest rates or “yield curves,” affect our business in a number of ways. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on our interest-earning assets and the interest expense incurred in connection with our interest-bearing liabilities and hedges. Changes in the level of interest rates also can affect, among other things, our ability to acquire real estate related securities at attractive prices, the value of our real estate related securities and derivatives and our ability to realize gains from the sale of such assets. We may wish to use hedging transactions to protect certain positions from interest rate fluctuations, but we may not be able to do so as a result of market conditions, REIT rules or other reasons. In such event, interest rate fluctuations could adversely affect our financial condition, cash flows and results of operations.

Recently, the Federal Reserve has increased the benchmark interest rate and indicated that there may be further increases in the future. In the event of a significant rising interest rate environment and/or economic downturn, loan and collateral defaults may increase and result in credit losses that would adversely affect our liquidity and operating results.

Our ability to execute our business strategy, particularly the growth of our investment portfolio, depends to a significant degree on our ability to obtain additional capital. Our financing strategy for our real estate related securities and loans is dependent on our ability to place the debt we use to finance our investments at rates that provide a positive net spread. If spreads for such liabilities widen or if demand for such liabilities ceases to exist, then our ability to execute future financings will be severely restricted.

Interest rate changes may also impact our net book value as our real estate related securities are marked to market each quarter. Debt obligations are not marked to market. Generally, as interest rates increase, the value of our fixed rate securities decreases, which will decrease the book value of our equity.

Furthermore, shifts in the U.S. Treasury yield curve reflecting an increase in interest rates would also affect the yield required on our real estate related securities and therefore their value. For example, increasing interest rates would reduce the value of the fixed rate assets we hold at the time because the higher yields required by increased interest rates result in lower market prices on existing fixed rate assets in order to adjust the yield upward to meet the market, and vice versa. This would have similar effects on our real estate related securities portfolio and our financial position and operations to a change in interest rates generally.

Any hedging transactions that we enter into may limit our gains or result in losses.

We may use, when feasible and appropriate, derivatives to hedge a portion of our interest rate exposure, and this approach has certain risks, including the risk that losses on a hedge position will reduce the cash available for distribution to stockholders and that such losses may exceed the amount invested in such instruments. We have adopted a general policy with respect to the use of derivatives, which generally allows us to use derivatives where appropriate, but does not set forth specific policies and procedures or require that we hedge any specific amount of risk. From time to time, we may use derivative instruments, including forwards, futures, swaps and options, in our risk management strategy to limit the effects of changes in interest rates on our operations. A hedge may not be effective in eliminating all of the risks inherent in any particular position. Our profitability may be adversely affected during any period as a result of the use of derivatives.

There are limits to the ability of any hedging strategy to protect us completely against interest rate risks. When rates change, we expect the gain or loss on derivatives to be offset by a related but inverse change in the value of any items that we hedge. We cannot assure you, however, that our use of derivatives will offset the risks related to changes in interest rates. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our

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hedging transactions will not result in losses. In addition, our hedging strategy may limit our flexibility by causing us to refrain from taking certain actions that would be potentially profitable but would cause adverse consequences under the terms of our hedging arrangements. The REIT provisions of the Internal Revenue Code limit our ability to hedge. In managing our hedge instruments, we consider the effect of the expected hedging income on the REIT qualification tests that limit the amount of gross income that a REIT may receive from hedging. We need to carefully monitor, and may have to limit, our hedging strategy to assure that we do not realize hedging income, or hold hedges having a value, in excess of the amounts that would cause us to fail the REIT gross income and asset tests. See “—Risks Related to Our Taxation as a REIT—Complying with the REIT requirements may limit our ability to hedge effectively.”

Accounting for derivatives under GAAP is extremely complicated. Any failure by us to account for our derivatives properly in accordance with GAAP in our financial statements could adversely affect us. In addition, under applicable accounting standards, we may be required to treat some of our investments as derivatives, which could adversely affect our results of operations.

Maintenance of our 1940 Act exclusion imposes limits on our operations.

We intend to continue to conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the 1940 Act. We believe we will not be considered an investment company under Section 3(a)(1)(A) of the 1940 Act because we will not engage primarily, or hold ourselves out as being engaged primarily, in the business of investing, reinvesting or trading in securities. However, under Section 3(a)(1)(C) of the 1940 Act, because we are a holding company that will conduct its businesses primarily through wholly owned and majority owned subsidiaries, the securities issued by our subsidiaries that are excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, together with any other investment securities we may own, may not have a combined value in excess of 40% of the value of our total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis. For purposes of the foregoing, we currently treat our interest in our SLS Servicer Advance Investment and our subsidiaries that hold consumer loans as investment securities because these subsidiaries presently rely on the exclusion provided by Section 3(c)(7) of the 1940 Act. The 40% test under Section 3(a)(1)(C) of the 1940 Act limits the types of businesses in which we may engage through our subsidiaries. In addition, the assets we and our subsidiaries may originate or acquire are limited by the provisions of the 1940 Act and the rules and regulations promulgated under the 1940 Act, which may adversely affect our business.

If the value of securities issued by our subsidiaries that are excluded from the definition of “investment company” by Section 3(c)(1) or 3(c)(7) of the 1940 Act, together with any other investment securities we own, exceeds the 40% test under Section 3(a)(1)(C) of the 1940 Act (e.g., the value of our interests in the taxable REIT subsidiaries that hold Servicer Advance Investments and are not excluded from the definition of “investment company” by Section 3(c)(5)(A), (B) or (C) of the 1940 Act increases significantly in proportion to the value of our other assets), or if one or more of such subsidiaries fail to maintain an exclusion or exception from the 1940 Act, we could, among other things, be required either (a) to substantially change the manner in which we conduct our operations to avoid being required to register as an investment company or (b) to register as an investment company under the 1940 Act, either of which could have an adverse effect on us and the market price of our securities. As discussed above, for purposes of the foregoing, we generally treat our interests in our SLS Servicer Advance Investment and our subsidiaries that hold consumer loans as investment securities because these subsidiaries presently rely on the exclusion provided by Section 3(c)(7) of the 1940 Act. If we or any of our subsidiaries were required to register as an investment company under the 1940 Act, the registered entity would become subject to substantial regulation with respect to capital structure (including the ability to use leverage), management, operations, transactions with affiliated persons (as defined in the 1940 Act), portfolio composition, including restrictions with respect to diversification and industry concentration, compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

Failure to maintain an exclusion would require us to significantly restructure our investment strategy. For example, because affiliate transactions are generally prohibited under the 1940 Act, we would not be able to enter into transactions with any of our affiliates if we are required to register as an investment company, and we might be required to terminate our Management Agreement and any other agreements with affiliates, which could have a material adverse effect on our ability to operate our business and pay distributions. If we were required to register us as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

For purposes of the foregoing, we treat our interests in certain of our wholly owned and majority owned subsidiaries, which constitute more than 60% of the value of our adjusted total assets on an unconsolidated basis, as non-investment securities because such subsidiaries qualify for exclusion from the definition of an investment company under the 1940 Act pursuant to Section 3(c)(5)(C) of the 1940 Act. The Section 3(c)(5)(C) exclusion is available for entities “primarily engaged” in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” The Section 3(c)(5)(C) exclusion generally requires that at least 55% of these subsidiaries’ assets must comprise qualifying real estate assets and at least 80% of each of their

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portfolios must comprise qualifying real estate assets and real estate-related assets under the 1940 Act. We expect each of our subsidiaries relying on Section 3(c)(5)(C) to rely on guidance published by the SEC staff or on our analyses of such guidance to determine which assets are qualifying real estate assets and real estate-related assets. However, the SEC’s guidance was issued in accordance with factual situations that may be substantially different from the factual situations each of our subsidiaries may face, and much of the guidance was issued more than 20 years ago. No assurance can be given that the SEC staff will concur with the classification of each of our subsidiaries’ assets. In addition, the SEC staff may, in the future, issue further guidance that may require us to re-classify some of our subsidiaries’ assets for purposes of qualifying for an exclusion from regulation under the 1940 Act. For example, the SEC and its staff have not published guidance with respect to the treatment of whole pool Non-Agency RMBS for purposes of the Section 3(c)(5)(C) exclusion. Accordingly, based on our own judgment and analysis of the guidance from the SEC and its staff identifying Agency whole pool certificates as qualifying real estate assets under Section 3(c)(5)(C), we treat whole pool Non-Agency RMBS issued with respect to an underlying pool of mortgage loans in which our subsidiary relying on Section 3(c)(5)(C) holds all of the certificates issued by the pool as qualifying real estate assets. Based on our own judgment and analysis of the guidance from the SEC and its staff with respect to analogous assets, we treat Excess MSRs for which we do not own the related servicing rights as real estate-related assets for purposes of satisfying the 80% test under the Section 3(c)(5)(C) exclusion. If we are required to re-classify any of our subsidiaries’ assets, including those subsidiaries holding whole pool Non-Agency RMBS and/or Excess MSRs, such subsidiaries may no longer be in compliance with the exclusion from the definition of an “investment company” provided by Section 3(c)(5)(C) of the 1940 Act, and in turn, we may not satisfy the requirements to avoid falling within the definition of an “investment company” provided by Section 3(a)(1)(C). To the extent that the SEC staff publishes new or different guidance or disagrees with our analysis with respect to any assets of our subsidiaries we have determined to be qualifying real estate assets or real estate-related assets, we may be required to adjust our strategy accordingly. In addition, we may be limited in our ability to make certain investments and these limitations could result in a subsidiary holding assets we might wish to sell or selling assets we might wish to hold.

In August 2011, the SEC issued a concept release soliciting public comments on a wide range of issues relating to companies engaged in the business of acquiring mortgages and mortgage-related instruments and that rely on Section 3(c)(5)(C) of the 1940 Act. Therefore, there can be no assurance that the laws and regulations governing the 1940 Act status of REITs, or guidance from the SEC or its staff regarding the Section 3(c)(5)(C) exclusion, will not change in a manner that adversely affects our operations. If we or our subsidiaries fail to maintain an exclusion or exception from the 1940 Act, we could, among other things, be required either to (a) change the manner in which we conduct our operations to avoid being required to register as an investment company, (b) effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so, or (c) register as an investment company, any of which could negatively affect the value of our common stock, the sustainability of our business model, and our ability to make distributions. In addition, if we or any of our subsidiaries were required to register as an investment company under the 1940 Act, the registered entity would become subject to substantial regulation with respect to capital structure (including the ability to use leverage), management, operations, transactions with affiliated persons (as defined in the 1940 Act), portfolio composition, including restrictions with respect to diversification and industry concentration, compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a REIT or our exclusion from the 1940 Act.

If the market value or income potential of qualifying assets for purposes of our qualification as a REIT or our exclusion from registration as an investment company under the 1940 Act declines as a result of increased interest rates, changes in prepayment rates or other factors, or the market value or income from non-qualifying assets increases, we may need to increase our investments in qualifying assets and/or liquidate our non-qualifying assets to maintain our REIT qualification or our exclusion from registration under the 1940 Act. If the change in market values or income occurs quickly, this may be especially difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-qualifying assets we may own. We may have to make investment decisions that we otherwise would not make absent the intent to maintain our qualification as a REIT and exclusion from registration under the 1940 Act.

We are subject to significant competition, and we may not compete successfully.

We are subject to significant competition in seeking investments. We compete with other companies, including other REITs, insurance companies and other investors, including funds and companies affiliated with our Manager. Some of our competitors have greater resources than we possess or have greater access to capital or various types of financing structures than are available to us, and we may not be able to compete successfully for investments or provide attractive investment returns relative to our competitors. These competitors may be willing to accept lower returns on their investments and, as a result, our profit margins could be adversely affected. Furthermore, competition for investments that are suitable for us, including, but not limited to, investments in MSRs, may lead to decreased availability, higher market prices and decreased returns available from such investments, which may further limit our ability to generate our desired returns. We cannot assure you that other companies will

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not be formed that compete with us for investments or otherwise pursue investment strategies similar to ours or that we will be able to compete successfully against any such companies.

Furthermore, we currently do not have a mortgage servicing platform. Therefore, we may not be an attractive buyer for those sellers of MSRs that prefer to sell MSRs and their mortgage servicing platform in a single transaction. Since our business model does not currently include acquiring and running servicing platforms, to engage in a bid for such a business we would need to find a servicer to acquire and run the platform or we would need to incur additional costs to shut down the acquired servicing platform. The need to work with a servicer in these situations increases the complexity of such potential acquisitions, and Nationstar, Ocwen, Ditech and our other servicers may be unwilling or unable to act as servicer or subservicer on any acquisitions of MSRs, Excess MSRs or Servicer Advance Investments we want to execute. The complexity of these transactions and the additional costs incurred by us if we were to execute future acquisitions of this type could adversely affect our future operating results.

The valuations of our assets are subject to uncertainty because most of our assets are not traded in an active market.

There is not anticipated to be an active market for most of the assets in which we will invest. In the absence of market comparisons, we will use other pricing methodologies, including, for example, models based on assumptions regarding expected trends, historical trends following market conditions believed to be comparable to the then current market conditions and other factors believed at the time to be likely to influence the potential resale price of, or the potential cash flows derived from, an investment. Such methodologies may not prove to be accurate and any inability to accurately price assets may result in adverse consequences for us. A valuation is only an estimate of value and is not a precise measure of realizable value. Ultimate realization of the market value of a private asset depends to a great extent on economic and other conditions beyond our control. Further, valuations do not necessarily represent the price at which a private investment would sell since market prices of private investments can only be determined by negotiation between a willing buyer and seller. If we were to liquidate a particular private investment, the realized value may be more than or less than the valuation of such asset as carried on our books.

Changes in accounting rules could occur at any time and could impact us in significantly negative ways that we are unable to predict or protect against.

As has been widely publicized, the SEC, the Financial Accounting Standards Board (the “FASB”) and other regulatory bodies that establish the accounting rules applicable to us have recently proposed or enacted a wide array of changes to accounting rules. Moreover, in the future these regulators may propose additional changes that we do not currently anticipate. Changes to accounting rules that apply to us could significantly impact our business or our reported financial performance in negative ways that we cannot predict or protect against. We cannot predict whether any changes to current accounting rules will occur or what impact any codified changes will have on our business, results of operations, liquidity or financial condition.

A prolonged economic slowdown, a lengthy or severe recession, or declining real estate values could harm our operations.

We believe the risks associated with our business are more severe during periods in which an economic slowdown or recession is accompanied by declining real estate values, as was the case in 2008. Declining real estate values generally reduce the level of new mortgage loan originations, since borrowers often use increases in the value of their existing properties to support the purchase of, or investment in, additional properties. Borrowers may also be less able to pay principal and interest on the loans underlying our securities, MSRs and servicer advances, if the real estate economy weakens. Further, declining real estate values significantly increase the likelihood that we will incur losses on our securities in the event of default because the value of our collateral may be insufficient to cover our basis. Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect our net interest income from the assets in our portfolio, which would significantly harm our revenues, results of operations, financial condition, liquidity, business prospects and our ability to make distributions to our stockholders.

Compliance with changing regulation of corporate governance and public disclosure has and will continue to result in increased compliance costs and pose challenges for our management team.

Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on us and, more generally, the financial services and mortgage industries. Additionally, we cannot predict whether there will be additional proposed laws or reforms that would affect us, whether or when such changes may be adopted, how such changes may be interpreted and enforced or how such changes may affect us. However, the costs of complying with any additional laws or regulations could have a material effect on our financial condition and results of operations.

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Stockholder or other litigation against HLSS and/or us could result in the payment of damages and/or may materially and adversely affect our business, financial condition, results of operations and liquidity.

Transactions, such as the HLSS Acquisition, often give rise to lawsuits by stockholders or other third parties. Stockholders may, among other things, assert claims relating to the parties’ mutual agreement to terminate the Agreement and Plan of Merger (the “HLSS Initial Merger Agreement”). Stockholders may also assert claims relating to the fact that HLSS no longer owns any significant assets other than the cash received from us in the HLSS Acquisition and any cash proceeds it received pursuant to its sale of our common stock. The defense or settlement of any lawsuit or claim regarding the HLSS Acquisition may materially and adversely affect our business, financial condition, results of operations and liquidity. Further, such litigation could be costly and could divert our time and attention from the operation of the business.

On May 22, 2015, a purported stockholder of the Company, Chester County Employees’ Retirement Fund, filed a class action and derivative action in the Delaware Court of Chancery purportedly on behalf of all stockholders and the Company, titled Chester County Employees’ Retirement Fund v. New Residential Investment Corp., et al. , C.A. No. 11058-VCMR. On October 30, 2015, plaintiff filed an amended complaint (the “Amended Complaint”). The lawsuit names the Company, our directors, our Manager, Fortress and Fortress Operating Entity I LP as defendants, and alleges breaches of fiduciary duties by the Company, our directors, our Manager, Fortress and Fortress Operating Entity I LP in connection with the HLSS Acquisition. The lawsuit also seeks declaratory judgment, among other things, as to the applicability of Article Twelfth of the Company’s Certificate of Incorporation and as to the validity of the release of claims of the Company’s stockholders related to the termination of the HLSS Initial Merger Agreement. The Amended Complaint seeks declaratory relief, equitable relief and damages. On December 11, 2015, defendants filed a motion to dismiss the Amended Complaint, which was heard by the court on June 14, 2016. On October 7, 2016, the court issued an opinion dismissing without prejudice the breach of fiduciary duty claims and declaratory judgment claims, except for the claim relating to the applicability of Article Twelfth. On October 14, 2016, plaintiff moved to reargue the Court's dismissal opinion, and defendants filed an opposition to the motion for reargument on October 28, 2016. On December 1, 2016, the court denied the motion for reargument. Plaintiff filed a second amended complaint (the “Second Amended Complaint”) on February 27, 2017 containing allegations and seeking relief similar to that in the Amended Complaint. Defendants moved to dismiss the Second Amended Complaint on March 30, 2017. The court held an oral argument on the motion to dismiss on July 7, 2017, which the court granted in the defendants’ favor on October 6, 2017.

We have engaged and may in the future engage in a number of acquisitions (including the HLSS Acquisition, the Ocwen Transaction and the MSR Transactions), and we may be unable to successfully integrate the acquired assets and assumed liabilities in connection with such acquisitions.

As part of our business strategy, we regularly evaluate acquisitions of what we believe are complementary assets. Identifying and achieving the anticipated benefits of such acquisitions is subject to a number of uncertainties, including, without limitation, whether we are able to acquire the assets, within our parameters, integrate the acquired assets and manage the assumed liabilities efficiently. As an example, we depend on Ocwen for significant operational support with respect to HLSS assets and the Ocwen Subject MSRs. It is possible that the integration process could take longer than anticipated and could result in additional and unforeseen expenses, the disruption of our ongoing business, processes and systems, or inconsistencies in standards, controls, procedures, practices and policies, any of which could adversely affect our ability to achieve the anticipated benefits of such acquisitions. There may be increased risk due to integrating the assets into our financial reporting and internal control systems. Difficulties in adding the assets into our business could also result in the loss of contract counterparties or other persons with whom we conduct business and potential disputes or litigation with contract counterparties or other persons with whom we or such counterparties conduct business. We could also be adversely affected by any issues attributable to the related seller’s operations that arise or are based on events or actions that occurred prior to the closing of such acquisitions. Completion of the integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized in their entirety or at all or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect our future business, financial condition, operating results and cash flows. Due to the costs of engaging in a number of acquisitions (including the MSR Transactions), we may also have difficulty completing more acquisitions in the future.

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There may be difficulties with integrating the loans related to the Citi Transaction into Nationstar’s servicing platform, which could have a material adverse effect on our results of operations, financial condition and liquidity.

In connection with the Citi Transaction, Citi’s remaining interim servicing obligations will be transferred to Nationstar, subject to GSE and other regulatory approvals. The ability to integrate and service the assets acquired in the Citi Transaction and in all similar future transactions will depend in large part on the success of Nationstar’s development and integration of expanded servicing capabilities with Nationstar’s current operations. We may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer, or is more costly, than expected.

Potential difficulties we may encounter during the integration process with the assets acquired in the Citi Transaction or future similar acquisitions include, but are not limited to, the following:


•	the integration of the portfolio into Nationstar’s information technology platforms and servicing systems;


•	the quality of servicing during any interim servicing period after we purchase the portfolio but before Nationstar assumes servicing obligations from the seller or its agents;


•	the disruption to our ongoing businesses and distraction of our management teams from ongoing business concerns;


•	incomplete or inaccurate files and records;


•	the retention of existing customers;


•	the creation of uniform standards, controls, procedures, policies and information systems;


•	the occurrence of unanticipated expenses; and


•	potential unknown liabilities associated with the transactions, including legal liability related to origination and servicing prior to the acquisition.

Our failure to meet the challenges involved in successfully integrating the assets acquired in the Citi Transaction and in all similar future transactions with our current business could impair our operations. For example, it is possible that the data Nationstar acquires upon assuming the direct servicing obligations for the loans may not transfer from the Citi platform to its systems properly. This may result in data being lost, key information not being locatable on Nationstar’s systems, or the complete failure of the transfer. If Nationstar’s employees are unable to access customer information easily, or if Nationstar is unable to produce originals or copies of documents or accurate information about the loans, collections could be affected significantly, and Nationstar may not be able to enforce its right to collect in some cases. Similarly, collections could be affected by any changes to Nationstar’s collections practices, the restructuring of any key servicing functions, transfer of files and other changes that occur as a result of the transfer of servicing obligations from Citi to Nationstar.

We are responsible for certain of HLSS’s contingent and other corporate liabilities.

Under the HLSS acquisition agreement, we have assumed and are responsible for the payment of HLSS’s contingent and other liabilities, including: (i) liabilities for litigation relating to, arising out of or resulting from certain lawsuits in which HLSS is named as the defendant, (ii) HLSS’s tax liabilities, (iii) HLSS’s corporate liabilities, (iv) generally any actions with respect to the HLSS Acquisition brought by any third party and (v) payments under contracts. We currently cannot estimate the amount we may ultimately be responsible for as a result of assuming substantially all of HLSS’s contingent and other corporate liabilities. The amount for which we are ultimately responsible may be material and have a material adverse effect on our business, financial condition, results of operations and liquidity. In addition, certain claims and lawsuits may require significant costs to defend and resolve and may divert management’s attention away from other aspects of operating and managing our business, each of which could materially and adversely affect our business, financial condition, results of operations and liquidity.

In August 2014, HLSS restated its consolidated financial statements for the quarter ended March 31, 2014, and for the years ended December 31, 2013 and 2012, including the quarterly periods within those years, to correct the valuation and the related effect on amortization of its Notes Receivable-Rights to MSRs that resulted from a material weakness in its internal control over financial reporting.

On March 23, 2015, HLSS received a subpoena from the SEC requesting that it provide information concerning communications between HLSS and certain investment advisors and hedge funds. The SEC also requested documents relating to HLSS’s structure, certain governance documents and any investigations or complaints connected to trading in HLSS’s securities. We are cooperating with the SEC in this matter.

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The Securities Action names as defendants HLSS, former HLSS Chairman William C. Erbey, HLSS Director, President and Chief Executive Officer John P. Van Vlack, and HLSS Chief Financial Officer James E. Lauter. The Securities Action asserts causes of action under Sections 10(b) and 20(a) of the Exchange Act based on certain public disclosures made by HLSS relating to its relationship with Ocwen and HLSS’s risk management and internal controls. More specifically, the consolidated class action complaint alleges that a series of statements in HLSS’s disclosures were materially false and misleading, including statements about (i) Ocwen’s servicing capabilities; (ii) HLSS’s contingencies and legal proceedings; (iii) its risk management and internal controls; and (iv) certain related party transactions. The consolidated class action complaint also appears to allege that HLSS’s financial statements for the years ended 2012 and 2013, and the first quarter ended March 30, 2014, were false and misleading based on HLSS’s August 18, 2014 restatement. Lead plaintiffs in the Securities Action also allege that HLSS misled investors by failing to disclose, among other things, information regarding governmental investigations of Ocwen’s business practices. Lead plaintiffs seek money damages under the Exchange Act in an amount to be proven at trial and reasonable costs, expenses, and fees. On February 11, 2015, defendants filed motions to dismiss the Securities Action in its entirety. On June 6, 2016, all allegations except those regarding certain related party transactions were dismissed.

Refer to “Risk Factors—Risks Related to Our Business—Stockholder or other litigation against HLSS and/or us could result in the payment of damages and/or may materially and adversely affect our business, financial condition results of operations and liquidity” for a description of the Chester County Employees’ Retirement Fund litigation.

We cannot guarantee that we will not receive further regulatory inquiries or be subject to litigation regarding the subject matter of the subpoenas or matters relating thereto, or that existing inquires, or, should they occur, any future regulatory inquiries or litigation, will not consume internal resources, result in additional legal and consulting costs or negatively impact our stock price.

We could be materially and adversely affected by past events, conditions or actions with respect to HLSS or Ocwen.

HLSS acquired assets and assumed liabilities could be adversely affected as a result of events or conditions that occurred or existed before the closing of the HLSS Acquisition. Adverse changes in the assets or liabilities we have acquired or assumed, respectively, as part of the HLSS Acquisition, could occur or arise as a result of actions by HLSS or Ocwen, legal or regulatory developments, including the emergence or unfavorable resolution of pre-acquisition loss contingencies, deteriorating general business, market, industry or economic conditions, and other factors both within and beyond the control of HLSS or Ocwen. We are subject to a variety of risks as a result of our dependence on mortgage servicers such as Nationstar and Ocwen, including, without limitation, the potential loss of all of the value of our Excess MSRs in the event that the servicer of the underlying loans is terminated by the mortgage loan owner or RMBS bondholders. A significant decline in the value of HLSS assets or a significant increase in HLSS liabilities we have acquired could adversely affect our future business, financial condition, cash flows and results of operations. HLSS is subject to a number of other risks and uncertainties, including regulatory investigations and legal proceedings against HLSS, and others with whom HLSS conducted business. Moreover, any insurance proceeds received with respect to such matters may be inadequate to cover the associated losses. For more information regarding recent actions against Ocwen, see “—Ocwen has been and is subject to certain federal and state regulatory matters” above. Adverse developments at Ocwen, including liquidity issues, ratings downgrades, defaults under debt agreements, servicer rating downgrades, failure to comply with the terms of PSAs, termination under PSAs, Ocwen bankruptcy proceedings and additional regulatory issues and settlements, including those described above, could have a material adverse effect on us. See “—We rely heavily on mortgage servicers to achieve our investment objective and have no direct ability to influence their performance.”

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Our ability to borrow may be adversely affected by the suspension or delay of the rating of the notes issued under the NRART facility or other financing facilities by the credit agency providing the ratings.

All of the notes outstanding under the NRZ Advance Receivables Trust 2015-ON1 (“NRART”) facility are rated by one rating agency and we may sponsor financing facilities in the future that are rated by credit agencies. The related agency or rating agencies may suspend rating notes backed by servicer advances, MSRs, Excess MSRs and our other investments at any time. Rating agency delays may result in our inability to obtain timely ratings on new notes, or amend or modify other financing facilities which could adversely impact the availability of borrowings or the interest rates, advance rates or other financing terms and adversely affect our results of operations and liquidity. Further, if we are unable to secure ratings from other agencies, limited investor demand for unrated notes could result in further adverse changes to our liquidity and profitability.

A downgrade of certain of the notes issued under the NRART facility or other financing facilities could cause such notes to become due and payable prior to their expected repayment date/maturity date, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Regulatory scrutiny regarding foreclosure processes could lengthen foreclosure timelines, which could increase advances and materially and adversely affect our business, financial condition, results of operations and liquidity.

When a residential mortgage loan is in foreclosure, the servicer is generally required to continue to advance delinquent principal and interest to the securitization trust and to also make advances for delinquent taxes and insurance and foreclosure costs and the upkeep of vacant property in foreclosure to the extent we determine that such amounts are recoverable. These servicer advances are generally recovered when the delinquency is resolved. Foreclosure moratoria or other actions that lengthen the foreclosure process increase the amount of servicer advances, lengthen the time it takes for reimbursement of such advances and increase the costs incurred during the foreclosure process. In addition, servicer advance financing facilities generally contain provisions that limit the eligibility of servicer advances to be financed based on the length of time that servicer advances are outstanding, and, as a result, an increase in foreclosure timelines could further increase the amount of servicer advances that need to be funded from the related servicer’s own capital. Such increases in foreclosure timelines could increase the need for capital to fund servicer advances, which would increase our interest expense, delay the collection of interest income or servicing revenue until the foreclosure has been resolved and, therefore, reduce the cash that we have available to pay our operating expenses or to pay dividends. For more information regarding recent actions against Ocwen, see “—Ocwen has been and is subject to certain federal and state regulatory matters” and “—We could be materially and adversely affected by events, conditions or actions that might occur at HLSS or Ocwen” above.

Certain of our servicers have triggered termination events or events of default under some PSAs underlying the MSRs with respect to which we are entitled to the basic fee component or Excess MSRs, and the parties to the related securitization transactions could enforce their rights against such servicer as a result.

If a servicer termination event or event of default occurs under a PSA, the servicer may be terminated without any right to compensation for its loss, other than the right to be reimbursed for any outstanding servicer advances as the related loans are brought current, modified, liquidated or charged off. So long as we are in compliance with our obligations under our servicing agreements and purchase agreements, if we or one of our servicers is terminated as servicer, we may have the right to receive an indemnification payment from such servicer or any applicable subservicer, even if such termination related to servicer termination events or events of default existing at the time of any transaction with such servicer. If one of our servicers is terminated as servicer under a PSA, we will lose any investment related to such servicer’s MSRs. If we or such servicer is terminated as servicer with respect to a PSA and we are unable to enforce our contractual rights against such servicer or related subservicer, as applicable, or if such servicer or related subservicer, as applicable is unable to make any resulting indemnification payments to us, if any such payment is due and payable, it may have a material adverse effect on our financial condition, results of operations, ability to make distributions, liquidity and financing arrangements, including our servicer advance financing facilities, and may make it more difficult for us to acquire additional MSR investments in the future.

During February and March 2015, Ocwen received two notices of servicer termination affecting four separate PSAs related to MSRs related to the transactions contemplated by the Ocwen Purchase Agreement (Note 1 to our Condensed Consolidated Financial Statements). Ocwen could be subject to further terminations as a result of its failure to maintain required minimum servicer ratings, which could have an adverse effect on our business, financing activities, financial condition and results of operations.

On January 23, 2015, Gibbs & Bruns LLP, on behalf of its clients, issued a press release regarding the notices of nonperformance provided to various trustees in relation to Ocwen’s servicing practices under 119 residential mortgage-backed securities trusts. Of these transactions, 90 relate to agreements for MSRs related to the transactions contemplated by the Ocwen Purchase Agreement,

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which are also Ocwen Subject MSRs under the Ocwen Transaction. It is possible that Ocwen could be terminated for other servicing agreements related to such MSRs.

On January 29, 2015, Moody’s downgraded Ocwen’s SQ assessment from SQ3+ to SQ3- as a primary servicer of subprime residential loans and as a special servicer of residential mortgage loans. During February 2015, Fitch downgraded Ocwen’s residential primary servicer rating for subprime products from “RPS3” to “RPS4” and, in February 2016, upgraded such rating to “RPS3-.” During February 2015, Morningstar also downgraded Ocwen’s residential primary servicer rating from “MOR RS2” to “MOR RS3.” Throughout 2015, S&P downgraded Ocwen’s various servicer ratings from “Average” to “Below Average,” then upgraded such ratings to “Average” on August 9, 2016.

As a result of recent regulatory actions, certain rating agencies have announced that they have placed Ocwen’s servicer ratings on review for possible downgrade. For example, in April 2017, Moody’s placed Ocwen’s servicer ratings on “Review for Downgrade,” Moody’s changed its forecast from “Positive” to “On Alert” and Fitch changed its outlook from “Stable” to “Negative.” Any downgrades in Ocwen’s servicer ratings could increase our financing costs or operating expenses, reduce our revenues or otherwise materially adversely affect our business, financial condition, results of operations and liquidity. Additionally, our response to any such downgrade actions could include a termination of applicable agreements, pursuant to their terms. Further, certain of the servicing agreements underlying our MSRs, Excess MSRs and servicer advances require that Ocwen maintain specified servicer ratings. The failure to satisfy such specified servicing ratings results in a termination of Ocwen, which would have a negative effect on such MSRs, Excess MSRs and servicer advances.

The performance of loans that we acquired in the HLSS Acquisition may be adversely affected by the performance of parties who service or subservice these residential mortgage loans.

HLSS and its subsidiaries acquired by us in the HLSS Acquisition contracted with third parties for the servicing of the residential mortgage loans in its early buy-out (“EBO”) portfolio. The performance of this portfolio and our ability to finance this portfolio are subject to risks associated with inadequate or untimely servicing. If our servicers or subservicers commit a material breach of their obligations as a servicer, we may be subject to damages if the breach is not cured within a specified period of time following notice. In addition, we may be required to indemnify an investor or our lenders against losses from any failure of our servicer or subservicer to perform the servicing obligations properly. Poor performance by a servicer or subservicer may result in greater than expected delinquencies and foreclosures and losses on our mortgage loans. A substantial increase in our delinquency or foreclosure rate or the inability to process claims in accordance with Ginnie Mae or FHA guidelines could adversely affect our ability to access the capital and secondary markets for our financing needs.

Servicing issues in the portfolio of loans that was acquired in the HLSS Acquisition could adversely impact our claims against FHA insurance and result in our reliance on servicer indemnifications which could increase losses.

We rely on our servicers (including Ocwen) to service our Ginnie Mae EBO loans we acquired in the HLSS Transaction in a manner that supports our ability to make claims to the FHA for shortfalls on these loans. If servicing issues result in the curtailment of FHA insurance claims, we will only have recourse against the servicer for any shortfall. If the servicer is unable to make indemnification payments owed to us under this circumstance, we could incur losses.

Our borrowings collateralized by loans require that we make certain representations and warranties that, if determined to be inaccurate, could require us to repurchase loans or cover losses.

Our financing facilities require us to make certain representations and warranties regarding the loans that collateralize the borrowings. Although we perform due diligence on the loans that we acquire, certain representations and warranties that we make in respect of such loans may ultimately be determined to be inaccurate. In the event of a breach of a representation or warranty, we may be required to repurchase affected loans, make indemnification payments to certain indemnified parties or address any claims associated with such breach. Further, we may have limited or no recourse against the seller from whom we purchased the loans. Such recourse may be limited due to a variety of factors, including the absence of a representation or warranty from the seller corresponding to the representation provided by us or the contractual expiration thereof.

Representations and warranties made by us in our loan sale agreements may subject us to liability.

We may be liable to purchasers under the related sale agreement for any breaches of representations and warranties made by HLSS at the time the applicable loans are sold. Such representations and warranties may include, but are not limited to, issues such as the validity of the lien; the absence of delinquent taxes or other liens; the loans compliance with all local, state and federal laws and the delivery of all documents required to perfect title to the lien. If the purchaser is successful in asserting its claim for recourse, this could adversely affect the availability of financing under loan financing facilities or otherwise adversely impact our results

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of operations and liquidity. From time to time we sell residential mortgage loans pursuant to loan sale agreements. The risks describe in this paragraph relate to any such sale as well.

Our ability to exercise our cleanup call rights may be limited or delayed if a third party contests our ability to exercise our cleanup call rights, if the related securitization trustee refuses to permit the exercise of such rights, or if a related party is subject to bankruptcy proceedings.

Certain servicing contracts permit more than one party to exercise a cleanup call-meaning the right of a party to collapse a securitization trust by purchasing all of the remaining loans held by the securitization trust pursuant to the terms set forth in the applicable servicing agreement. While the servicers from which we acquired our cleanup call rights (or other servicers from which our servicers acquired MSRs) may be named as the party entitled to exercise such rights, certain third parties may also be permitted to exercise such rights. If any such third party exercises a cleanup call, we could lose our ability to exercise our cleanup call right and, as a result, lose the ability to generate positive returns with respect to the related securitization transaction. In addition, another party could impair our ability to exercise our cleanup call rights by contesting our rights (for example, by claiming that they hold the exclusive cleanup call right with respect to the applicable securitization trust). Moreover, because the ability to exercise a cleanup call right is governed by the terms of the applicable servicing agreement, any ambiguous or conflicting language regarding the exercise of such rights in the agreement may make it more difficult and costly to exercise a cleanup call right. Furthermore, certain servicing contracts provide cleanup call rights to a servicer currently subject to bankruptcy proceedings from which our servicers have acquired MSRs. While, notwithstanding the related bankruptcy proceedings, it is possible that we will be able to exercise the related cleanup calls within our desired time frame, our ability to exercise such rights may be significantly delayed or impaired by the applicable securitization trustee or bankruptcy estate or any additional steps required because of the bankruptcy process. Finally, many of our call rights are not currently exercisable and may not become exercisable for a period of years. As a result, our ability to realize the benefits from these rights will depend on a number of factors at the time they become exercisable many of which are outside our control, including interest rates, conditions in the capital markets and conditions in the residential mortgage market.

New Residential’s subsidiary New Residential Mortgage LLC is or may become subject to significant state and federal regulations.

A subsidiary of New Residential, New Residential Mortgage LLC (“NRM”), has obtained or is currently in the process of obtaining applicable qualifications, licenses and approvals to own Non-Agency and certain Agency MSRs in the United States and certain other jurisdictions. As a result of NRM’s current and expected approvals, NRM is subject to extensive and comprehensive regulation under federal, state and local laws in the United States. These laws and regulations may in the future significantly affect the way that NRM does business, and may subject NRM and New Residential to additional costs and regulatory obligations, which could impact our financial results.

NRM’s business may become subject to increasing regulatory oversight and scrutiny in the future as it continues seeking and obtaining additional approvals to hold MSRs, which may lead to regulatory investigations or enforcement, including both formal and informal inquiries, from various state and federal agencies as part of those agencies’ oversight of the mortgage servicing business. An adverse result in governmental investigations or examinations or private lawsuits, including purported class action lawsuits, may adversely affect NRM’s and our financial results or result in serious reputational harm. In addition, a number of participants in the mortgage servicing industry have been the subject of purported class action lawsuits and regulatory actions by state or federal regulators, and other industry participants have been the subject of actions by state Attorneys General.

Failure of New Residential’s subsidiary, NRM, to obtain or maintain certain licenses and approvals required for NRM to purchase and own MSRs could prevent us from purchasing or owning MSRs, which could limit our potential business activities.

State and federal laws require a business to hold certain state licenses prior to acquiring MSRs. NRM is currently licensed or otherwise eligible to hold MSRs in each applicable state. As a licensee in such states, NRM may become subject to administrative actions in those states for failing to satisfy ongoing license requirements or for other state law violations, the consequences of which could include fines or suspensions or revocations of NRM’s licenses by applicable state regulatory authorities, which could in turn result in NRM becoming ineligible to hold MSRs in the related jurisdictions. We could be delayed or prohibited from conducting certain business activities if we do not maintain necessary licenses in certain jurisdictions. We cannot assure you that we will be able to maintain all of the required state licenses.

Additionally, NRM has received approval from FHA to hold MSRs associated with FHA-insured mortgage loans, from Fannie Mae to hold MSRs associated with loans owned by Fannie Mae, and from Freddie Mac to hold MSRs associated with loans owned by Freddie Mac. NRM may seek approval from Ginnie Mae to become an approved Ginnie Mae Issuer, which would make NRM

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eligible to hold MSRs associated with Ginnie Mae securities. As an approved Fannie Mae Servicer, Freddie Mac Servicer and FHA Lender, NRM is required to conduct aspects of its operations in accordance with applicable policies and guidelines published by FHA, Fannie Mae and Freddie Mac in order to maintain those approvals. Should NRM fail to maintain FHA, Fannie Mae or Freddie Mac approval, or fail to obtain approval from Ginnie Mae, NRM may be unable to purchase certain types of MSRs, which could limit our potential business activities.

NRM is currently subject to various, and may become subject to additional information reporting and other regulatory requirements, and there is no assurance that we will be able to satisfy those requirements or other ongoing requirements applicable to mortgage loan servicers under applicable state and federal laws. Any failure by NRM to comply with such state or federal regulatory requirements may expose us to administrative or enforcement actions, license or approval suspensions or revocations or other penalties that may restrict our business and investment options, any of which could restrict our business and investment options, adversely impact our business and financial results and damage our reputation.

We may become subject to fines or other penalties based on the conduct of mortgage loan originators and brokers that originate residential mortgage loans related to MSRs that we acquire, and the third-party servicers we may engage to subservice the loans underlying MSRs we acquire.

We have acquired MSRs and may in the future acquire additional MSRs from third-party mortgage loan originators, brokers or other sellers, and we therefore are or will become dependent on such third parties for the related mortgage loans’ compliance with applicable law, and on third-party mortgage servicers to perform the day-to-day servicing on the mortgage loans underlying any such MSRs. Mortgage loan originators and brokers are subject to strict and evolving consumer protection laws and other legal obligations with respect to the origination of residential mortgage loans. These laws and regulations include the residential mortgage servicing standards, “ability-to-repay” and “qualified mortgage” regulations promulgated by the CFPB, which became effective in 2014. In addition, there are various other federal, state, and local laws and regulations that are intended to discourage predatory lending practices by residential mortgage loan originators. These laws may be highly subjective and open to interpretation and, as a result, a regulator or court may determine that that there has been a violation where an originator or servicer of mortgage loans reasonably believed that the law or requirement had been satisfied. Although we will not originate or directly service any mortgage loans, failure or alleged failure by originators or servicers to comply with these laws and regulations could subject us, as an investor in MSRs, to state or CFPB administrative proceedings, which could result in monetary penalties, license suspensions or revocations, or restrictions to our business, all of which could adversely impact our business and financial results and damage our reputation.

The final servicing rules promulgated by the CFPB to implement certain sections of the Dodd-Frank Act include provisions relating to, among other things, periodic billing statements and disclosures, responding to borrower inquiries and complaints, force-placed insurance, and adjustable rate mortgage interest rate adjustment notices. Further, the mortgage servicing rules require servicers to, among other things, make good faith early intervention efforts to notify delinquent borrowers of loss mitigation options, to implement specified loss mitigation procedures, and if feasible, exhaust all loss mitigation options before proceeding to foreclosure. Proposed updates to further refine these rules have been published and will likely lead to further changes in requirements applicable to servicing mortgage loans.

We do not engage in any day-to-day servicing operations, and instead engage third-party servicers to subservice mortgage loans relating to any MSRs we acquire. It is therefore possible that a third-party servicer’s failure to comply with the new and evolving servicing protocols could adversely affect the value of the MSRs we acquire. Additionally, we may become subject to fines, penalties or civil liability based upon the conduct of any third-party servicer who services mortgage loans related to MSRs that we have acquired or will acquire in the future.

Investments in MSRs may expose us to additional risks.

We hold investments in MSRs. Our investments in MSRs may subject us to certain additional risks, including the following:

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We have limited experience acquiring MSRs and operating a servicer. Although ownership of MSRs and the operation of a servicer includes many of the same risks as our other target assets and business activities, including risks related to prepayments, borrower credit, defaults, interest rates, hedging, and regulatory changes, there can be no assurance that we will be able to successfully operate a servicer subsidiary and integrate MSR investments into our business operations.

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As of today, we rely on subservicers to subservice the mortgage loans underlying our MSRs on our behalf. We are generally responsible under the applicable Servicing Guidelines for any subservicer’s non-compliance with any such applicable Servicing Guideline. In addition, there is a risk that our current subservicers will be unwilling or unable to continue subservicing on our behalf on terms favorable to us in the future. In such a situation, we may be unable to locate a replacement subservicer on favorable terms.

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NRM’s existing approvals from government-related entities or federal agencies are subject to compliance with their respective servicing guidelines, minimum capital requirements, reporting requirements and other conditions that they may impose from time to time at their discretion. Failure to satisfy such guidelines or conditions could result in the unilateral termination of NRM’s existing approvals or pending applications by one or more entities or agencies.


•	NRM is presently licensed or otherwise eligible to hold MSRs in all states within the United States and the District of Columbia. Such state licenses may be suspended or revoked by a state regulatory authority, and we may as a result lose the ability to own MSRs under the regulatory jurisdiction of such state regulatory authority.


•	Changes in minimum servicing compensation for Agency loans could occur at any time and could negatively impact the value of the income derived from any MSRs that we hold or may acquire in the future.


•	Investments in MSRs are highly illiquid and subject to numerous restrictions on transfer and, as a result, there is risk that we would be unable to locate a willing buyer or get approval to sell any MSRs in the future should we desire to do so.

Our business, results of operations, financial condition and reputation could be adversely impacted if we are not able to successfully manage these or other risks related to investing and managing MSR investments.

Risks Related to Our Manager

We are dependent on our Manager and may not find a suitable replacement if our Manager terminates the Management Agreement.

None of our officers or other senior individuals who perform services for us (other than three part-time employees of NRM), is an employee of New Residential. Instead, these individuals are employees of our Manager. Accordingly, we are completely reliant on our Manager, which has significant discretion as to the implementation of our operating policies and strategies, to conduct our business. We are subject to the risk that our Manager will terminate the Management Agreement and that we will not be able to find a suitable replacement for our Manager in a timely manner, at a reasonable cost or at all. Furthermore, we are dependent on the services of certain key employees of our Manager whose compensation is partially or entirely dependent upon the amount of incentive or management compensation earned by our Manager and whose continued service is not guaranteed, and the loss of such services could adversely affect our operations.

On February 14, 2017, Fortress announced that it had entered into the Merger Agreement with SoftBank Parent and an affiliate of SoftBank, and SoftBank Merger Sub, pursuant to which SoftBank Merger Sub will merge with and into Fortress, with Fortress surviving as a wholly owned subsidiary of SoftBank Parent. While Fortress’s senior investment professionals are expected to remain in place, including those individuals who perform services for us, there can be no assurance that the SoftBank merger will not have an impact on us or our relationship with the Manager.

There are conflicts of interest in our relationship with our Manager.

Our Management Agreement with our Manager was not negotiated between unaffiliated parties, and its terms, including fees payable, although approved by the independent directors of New Residential as fair, may not be as favorable to us as if they had been negotiated with an unaffiliated third party.

There are conflicts of interest inherent in our relationship with our Manager insofar as our Manager and its affiliates—including investment funds, private investment funds, or businesses managed by our Manager, including Drive Shack, Nationstar and OneMain—invest in real estate related securities, consumer loans and Excess MSRs and Servicer Advance Investments and whose investment objectives overlap with our investment objectives. Certain investments appropriate for us may also be appropriate for one or more of these other investment vehicles. Certain members of our board of directors and employees of our Manager who are our officers also serve as officers and/or directors of these other entities. For example, we have some of the same directors as Drive Shack. Although we have the same Manager, we may compete with entities affiliated with our Manager or Fortress, including Drive Shack, for certain target assets. From time to time, affiliates of Fortress focus on investments in assets with a similar profile

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as our target assets that we may seek to acquire. These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has two funds primarily focused on investing in Excess MSRs with approximately $0.7 billion in capital commitments in aggregate. We have broad investment guidelines, and we have co-invested and may co-invest with Fortress funds or portfolio companies of private equity funds managed by our Manager (or an affiliate thereof) in a variety of investments. We also may invest in securities that are senior or junior to securities owned by funds managed by our Manager. Fortress funds generally have a fee structure similar to ours, but the fees actually paid will vary depending on the size, terms and performance of each fund.

Our Management Agreement with our Manager generally does not limit or restrict our Manager or its affiliates from engaging in any business or managing other pooled investment vehicles that invest in investments that meet our investment objectives. Our Manager intends to engage in additional real estate related management and real estate and other investment opportunities in the future, which may compete with us for investments or result in a change in our current investment strategy. In addition, our certificate of incorporation provides that if Fortress or an affiliate or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us, our stockholders or our affiliates. In the event that any of our directors and officers who is also a director, officer or employee of Fortress or its affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of New Residential and such person acts in good faith, then to the fullest extent permitted by law such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us if Fortress or its affiliates pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.

The ability of our Manager and its officers and employees to engage in other business activities, subject to the terms of our Management Agreement with our Manager, may reduce the amount of time our Manager, its officers or other employees spend managing us. In addition, we may engage (subject to our investment guidelines) in material transactions with our Manager or another entity managed by our Manager or one of its affiliates, including Drive Shack, Nationstar and OneMain which may include, but are not limited to, certain financing arrangements, purchases of debt, co-investments in Excess MSRs, consumer loans, Servicer Advance Investments and other assets that present an actual, potential or perceived conflict of interest. It is possible that actual, potential or perceived conflicts could give rise to investor dissatisfaction, litigation or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential, actual or perceived conflicts of interest. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially adversely affect our business in a number of ways, including causing an inability to raise additional funds, a reluctance of counterparties to do business with us, a decrease in the prices of our equity securities and a resulting increased risk of litigation and regulatory enforcement actions.

The management compensation structure that we have agreed to with our Manager, as well as compensation arrangements that we may enter into with our Manager in the future (in connection with new lines of business or other activities), may incentivize our Manager to invest in high risk investments. In addition to its management fee, our Manager is currently entitled to receive incentive compensation. In evaluating investments and other management strategies, the opportunity to earn incentive compensation may lead our Manager to place undue emphasis on the maximization of earnings, including through the use of leverage, at the expense of other criteria, such as preservation of capital, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative than lower-yielding investments. Moreover, because our Manager receives compensation in the form of options in connection with the completion of our common equity offerings, our Manager may be incentivized to cause us to issue additional common stock, which could be dilutive to existing stockholders. In addition, our Manager’s management fee is not tied to our performance and may not sufficiently incentivize our Manager to generate attractive risk-adjusted returns for us.

It would be difficult and costly to terminate our Management Agreement with our Manager.

It would be difficult and costly for us to terminate our Management Agreement with our Manager. The Management Agreement may only be terminated annually upon (i) the affirmative vote of at least two-thirds of our independent directors, or by a vote of the holders of a simple majority of the outstanding shares of our common stock, that there has been unsatisfactory performance by our Manager that is materially detrimental to us or (ii) a determination by a simple majority of our independent directors that the management fee payable to our Manager is not fair, subject to our Manager’s right to prevent such a termination by accepting a mutually acceptable reduction of fees. Our Manager will be provided 60 days’ prior notice of any termination and will be paid a termination fee equal to the amount of the management fee earned by the Manager during the 12-month period preceding such termination. In addition, following any termination of the Management Agreement, our Manager may require us to purchase its right to receive incentive compensation at a price determined as if our assets were sold for their fair market value (as determined

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by an appraisal, taking into account, among other things, the expected future value of the underlying investments) or otherwise we may continue to pay the incentive compensation to our Manager. These provisions may increase the effective cost to us of terminating the Management Agreement, thereby adversely affecting our ability to terminate our Manager without cause.

Our directors have approved broad investment guidelines for our Manager and do not approve each investment decision made by our Manager. In addition, we may change our investment strategy without a stockholder vote, which may result in our making investments that are different, riskier or less profitable than our current investments.

Our Manager is authorized to follow broad investment guidelines. Consequently, our Manager has great latitude in determining the types and categories of assets it may decide are proper investments for us, including the latitude to invest in types and categories of assets that may differ from those in which we currently invest. Our directors will periodically review our investment guidelines and our investment portfolio. However, our board does not review or pre-approve each proposed investment or our related financing arrangements. In addition, in conducting periodic reviews, the directors rely primarily on information provided to them by our Manager. Furthermore, transactions entered into by our Manager may be difficult or impossible to unwind by the time they are reviewed by the directors, even if the transactions contravene the terms of the Management Agreement. In addition, we may change our investment strategy, including our target asset classes, without a stockholder vote.

Our investment strategy may evolve in light of existing market conditions and investment opportunities, and this evolution may involve additional risks depending upon the nature of the assets in which we invest and our ability to finance such assets on a short or long-term basis. Investment opportunities that present unattractive risk-return profiles relative to other available investment opportunities under particular market conditions may become relatively attractive under changed market conditions, and changes in market conditions may therefore result in changes in the investments we target. Decisions to make investments in new asset categories present risks that may be difficult for us to adequately assess and could therefore reduce our ability to pay dividends on our common stock or have adverse effects on our liquidity, results of operations or financial condition. A change in our investment strategy may also increase our exposure to interest rate, foreign currency, real estate market or credit market fluctuations and expose us to new legal and regulatory risks. In addition, a change in our investment strategy may increase our use of non-match-funded financing, increase the guarantee obligations we agree to incur or increase the number of transactions we enter into with affiliates. Our failure to accurately assess the risks inherent in new asset categories or the financing risks associated with such assets could adversely affect our results of operations, liquidity and financial condition.

Our Manager will not be liable to us for any acts or omissions performed in accordance with the Management Agreement, including with respect to the performance of our investments.

Pursuant to our Management Agreement, our Manager will not assume any responsibility other than to render the services called for thereunder in good faith and will not be responsible for any action of our board of directors in following or declining to follow its advice or recommendations. Our Manager, its members, managers, officers and employees will not be liable to us or any of our subsidiaries, to our board of directors, or our or any subsidiary’s stockholders or partners for any acts or omissions by our Manager, its members, managers, officers or employees, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement. We shall, to the full extent lawful, reimburse, indemnify and hold our Manager, its members, managers, officers and employees and each other person, if any, controlling our Manager harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of an indemnified party made in good faith in the performance of our Manager’s duties under our Management Agreement and not constituting such indemnified party’s bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.

Our Manager’s due diligence of investment opportunities or other transactions may not identify all pertinent risks, which could materially affect our business, financial condition, liquidity and results of operations.

Our Manager intends to conduct due diligence with respect to each investment opportunity or other transaction it pursues. It is possible, however, that our Manager’s due diligence processes will not uncover all relevant facts, particularly with respect to any assets we acquire from third parties. In these cases, our Manager may be given limited access to information about the investment and will rely on information provided by the target of the investment. In addition, if investment opportunities are scarce, the process for selecting bidders is competitive, or the timeframe in which we are required to complete diligence is short, our ability to conduct a due diligence investigation may be limited, and we would be required to make investment decisions based upon a less thorough diligence process than would otherwise be the case. Accordingly, investments and other transactions that initially appear to be viable may prove not to be over time, due to the limitations of the due diligence process or other factors.

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The ownership by our executive officers and directors of shares of common stock, options, or other equity awards of OneMain, Nationstar, and other entities either owned by Fortress funds managed by affiliates of our Manager or managed by our Manager may create, or may create the appearance of, conflicts of interest.

Some of our directors, officers and other employees of our Manager hold positions with OneMain, Nationstar, and other entities either owned by Fortress funds managed by affiliates of our Manager or managed by our Manager and own such entities’ common stock, options to purchase such entities’ common stock or other equity awards. Such ownership may create, or may create the appearance of, conflicts of interest when these directors, officers and other employees are faced with decisions that could have different implications for such entities than they do for us.

Risks Related to the Financial Markets

We do not know what impact the Dodd-Frank Act will have on our business.

On July 21, 2010, the U.S. enacted the Dodd-Frank Act. The Dodd-Frank Act affects almost every aspect of the U.S. financial services industry, including certain aspects of the markets in which we operate. The Dodd-Frank Act imposes new regulations on us and how we conduct our business. As we describe in more detail below, it affects our business in many ways but it is difficult at this time to know exactly how or what the cumulative impact will be.

First, generally the Dodd-Frank Act strengthens the regulatory oversight of securities and capital markets activities by the SEC and empowers the newly-created CFPB to enforce laws and regulations for consumer financial products and services. It requires market participants to undertake additional record-keeping activities and imposes many additional disclosure requirements for public companies.

Moreover, the Dodd-Frank Act contains a risk retention requirement for all asset-backed securities. We issue many asset-backed securities. In October 2014, final rules were promulgated by a consortium of regulators implementing the final credit risk retention requirements of Section 941(b) of the Dodd-Frank Act. Under these “Risk Retention Rules,” sponsors of both public and private securitization transactions or one of their majority owned affiliates are required to retain at least 5% of the credit risk of the assets collateralizing such securitization transactions. These regulations generally prohibit the sponsor or its affiliate from directly or indirectly hedging or otherwise selling or transferring the retained interest for a specified period of time, depending on the type of asset that is securitized. Beginning December 2015 and December 2016, respectively, sponsors securitizing residential mortgages and certain other types of assets must comply with the Risk Retention Rules. The Risk Retention Rules provide for limited exemptions for certain types of assets, however, these exemptions may be of limited use under our current market practices. In any event, compliance with these new Risk Retention Rules has increased and will likely continue to increase the administrative and operational costs of asset securitization.

Further, the Dodd-Frank Act imposes mandatory clearing and exchange-trading requirements on many derivatives transactions (including formerly unregulated over-the-counter derivatives) in which we may engage. In addition, the Dodd-Frank Act is expected to increase the margin requirements for derivatives transactions that are not subject to mandatory clearing requirements, which may impact our activities. The Dodd-Frank Act also creates new categories of regulated market participants, such as “swap-dealers,” “security-based swap dealers,” “major swap participants” and “major security-based swap participants,” and subjects or may subject these regulated entities to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements that will give rise to new administrative costs.

Also, under the Dodd-Frank Act, financial regulators belonging to the Financial Stability Oversight Council are required to name financial institutions that are deemed to be systemically important to the economy and which may require closer regulatory supervision. Such systemically important financial institutions, or “SIFIs,” may be required to operate with greater safety margins, such as higher levels of capital, and may face further limitations on their activities. The determination of what constitutes a SIFI is evolving, and in time SIFIs may include large investment funds and even asset managers. There can be no assurance that we will not be deemed to be a SIFI and thus subject to further regulation.

Even if certain of the new requirements of the Dodd-Frank Act are not directly applicable to us, they may still increase our costs of entering into transactions with the parties to whom the requirements are directly applicable. For instance, the new exchange-trading and trade reporting requirements may lead to reductions in the liquidity of derivative transactions, causing higher pricing or reduced availability of derivatives, or the reduction of arbitrage opportunities for us, which could adversely affect the performance of certain of our trading strategies. Importantly, many key aspects of the changes imposed by the Dodd-Frank Act will continue to be established by various regulatory bodies and other groups over the next several years. As a result, we do not know how significantly the Dodd-Frank Act will affect us. It is possible that the Dodd-Frank Act could, among other things, increase our costs of operating as a public company, impose restrictions on our ability to securitize assets and reduce our investment returns on securitized assets.

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We do not know what impact certain U.S. government programs intended to stabilize the economy and the financial markets will have on our business.

In recent years, the U.S. government has taken a number of steps to attempt to strengthen the financial markets and U.S. economy, including direct government investments in, and guarantees of, troubled financial institutions as well as government-sponsored programs such as the Term Asset-Backed Securities Loan Facility program and the Public Private Investment Partnership Program. The U.S. government continues to evaluate or implement an array of other measures and programs intended to help improve U.S. financial and market conditions. While conditions appear to have improved relative to the depths of the global financial crisis, it is not clear whether this improvement will last for a significant period of time. It is not clear what impact the government’s future actions to improve financial and market conditions will have on our business. We may not derive any meaningful benefit from these programs in the future. Moreover, if any of our competitors are able to benefit from one or more of these initiatives, they may gain a significant competitive advantage over us.

The federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between these agencies and the U.S. government, may adversely affect our business.

The payments we receive on the Agency RMBS in which we invest depend upon a steady stream of payments by borrowers on the underlying mortgages and the fulfillment of guarantees by GSEs. Ginnie Mae is part of a U.S. Government agency and its guarantees are backed by the full faith and credit of the U.S. Fannie Mae and Freddie Mac are GSEs, but their guarantees are not backed by the full faith and credit of the U.S. Government.

In response to the deteriorating financial condition of Fannie Mae and Freddie Mac and the credit market disruption beginning in 2007, Congress and the U.S. Treasury undertook a series of actions to stabilize these GSEs and the financial markets, generally. The Housing and Economic Recovery Act of 2008 was signed into law on July 30, 2008, and established the FHFA, with enhanced regulatory authority over, among other things, the business activities of Fannie Mae and Freddie Mac and the size of their portfolio holdings. On September 7, 2008, FHFA placed Fannie Mae and Freddie Mac into federal conservatorship and, together with the U.S. Treasury, established a program designed to boost investor confidence in Fannie Mae’s and Freddie Mac’s debt and Agency RMBS.

As the conservator of Fannie Mae and Freddie Mac, the FHFA controls and directs the operations of Fannie Mae and Freddie Mac and may (1) take over the assets of and operate Fannie Mae and Freddie Mac with all the powers of the stockholders, the directors and the officers of Fannie Mae and Freddie Mac and conduct all business of Fannie Mae and Freddie Mac; (2) collect all obligations and money due to Fannie Mae and Freddie Mac; (3) perform all functions of Fannie Mae and Freddie Mac which are consistent with the conservator’s appointment; (4) preserve and conserve the assets and property of Fannie Mae and Freddie Mac; and (5) contract for assistance in fulfilling any function, activity, action or duty of the conservator.

Those efforts resulted in significant U.S. Government financial support and increased control of the GSEs.

The U.S. Federal Reserve (the “Fed”) announced in November 2008 a program of large-scale purchases of Agency RMBS in an attempt to lower longer-term interest rates and contribute to an overall easing of adverse financial conditions. Subject to specified investment guidelines, the portfolios of Agency RMBS purchased through the programs established by the U.S. Treasury and the Fed may be held to maturity and, based on mortgage market conditions, adjustments may be made to these portfolios. This flexibility may adversely affect the pricing and availability of Agency securities that we seek to acquire during the remaining term of these portfolios.

There can be no assurance that the U.S. Government’s intervention in Fannie Mae and Freddie Mac will be adequate for the longer-term viability of these GSEs. These uncertainties lead to questions about the availability of and trading market for, Agency RMBS. Accordingly, if these government actions are inadequate and the GSEs defaulted on their guaranteed obligations, suffered losses or ceased to exist, the value of our Agency RMBS and our business, operations and financial condition could be materially and adversely affected.

Additionally, because of the financial problems faced by Fannie Mae and Freddie Mac that led to their federal conservatorships, many policymakers have been examining the value of a federal mortgage guarantee and the appropriate role for the U.S. government in providing liquidity for residential mortgage loans. In June 2013, legislation titled “Housing Finance Reform and Taxpayer Protection Act of 2013” was introduced in the U.S. Senate; in July 2013, legislation titled “Protecting American Taxpayers and Homeowners Act of 2013” was introduced in the U.S. House of Representatives. The bills differ in many respects, but both require the wind-down of the GSEs. Each chairman of the respective Congressional committees of jurisdiction, as well as the Secretary of the Treasury, has each stated that housing finance policy is a priority. However, the details of any plans, policies

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or proposals with respect to the housing GSEs are unknown at this time. Other bills have been introduced that change the GSEs’ business charters and eliminate the entities. We cannot predict whether or when the introduced legislation, the amended legislation or any future legislation may be enacted. Such legislation could materially and adversely affect the availability of, and trading market for, Agency RMBS and could, therefore, materially and adversely affect the value of our Agency RMBS and our business, operations and financial condition. Finally, the new presidential administration has stated that tax reform will be a legislative priority. A tax reform proposal may contain provisions that impact the housing GSEs in material ways, but the details of such plans and policies are unknown at this time.

Legislation that permits modifications to the terms of outstanding loans may negatively affect our business, financial condition, liquidity and results of operations.

The U.S. government has enacted legislation that enables government agencies to modify the terms of a significant number of residential and other loans to provide relief to borrowers without the applicable investor’s consent. These modifications allow for outstanding principal to be deferred, interest rates to be reduced, the term of the loan to be extended or other terms to be changed in ways that can permanently eliminate the cash flow (principal and interest) associated with a portion of the loan. These modifications are currently reducing, or in the future may reduce, the value of a number of our current or future investments, including investments in mortgage backed securities and MSRs. As a result, such loan modifications are negatively affecting our business, results of operations, liquidity and financial condition. In addition, certain market participants propose reducing the amount of paperwork required by a borrower to modify a loan, which could increase the likelihood of fraudulent modifications and materially harm the U.S. mortgage market and investors that have exposure to this market. Additional legislation intended to provide relief to borrowers may be enacted and could further harm our business, results of operations and financial condition.

Risks Related to Our Taxation as a REIT

Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code.

Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Compliance with these requirements must be carefully monitored on a continuing basis. Monitoring and managing our REIT compliance has become challenging due to the increased size and complexity of the assets in our portfolio, a meaningful portion of which are not qualifying REIT assets. There can be no assurance that our Manager’s personnel responsible for doing so will be able to successfully monitor our compliance or maintain our REIT status.

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for distribution to our stockholders.

We intend to operate in a manner intended to qualify us as a REIT for U.S. federal income tax purposes. Our ability to satisfy the asset tests depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we do not obtain independent appraisals. See “—Risks Related to our Business—The valuations of our assets are subject to uncertainty since most of our assets are not traded in an active market,” and “—Risks Related to Our Business—Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a REIT or our exclusion from the 1940 Act.” Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. Moreover, the proper classification of one or more of our investments (such as TBAs) may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there can be no assurance that the U.S. Internal Revenue Service (“IRS”) will not contend that our investments violate the REIT requirements.

If we were to fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to stockholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of, and market price for, our stock. See also “—Our failure to qualify as a REIT would cause our stock to be delisted from the NYSE.”

Unless entitled to relief under certain provisions of the Internal Revenue Code, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we initially ceased to qualify as a REIT. The rule against re-electing REIT status following a loss of such status would also apply to us if Drive Shack failed to qualify as a REIT for its taxable years ending on or before December 31, 2014, as we are treated as a successor to Drive Shack for U.S. federal income tax purposes. Although Drive Shack (i) represented in the separation and distribution agreement that it entered into with us on April 26, 2013

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(the “Separation and Distribution Agreement”) that it has no knowledge of any fact or circumstance that would cause us to fail to qualify as a REIT and (ii) covenanted in the Separation and Distribution Agreement to use its reasonable best efforts to maintain its REIT status for each of Drive Shack’s taxable years ending on or before December 31, 2014 (unless Drive Shack obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that Drive Shack’s failure to maintain its REIT status will not cause us to fail to qualify as a REIT under the successor REIT rule referred to above), no assurance can be given that such representation and covenant would prevent us from failing to qualify as a REIT. Although, in the event of a breach, we may be able to seek damages from Drive Shack, there can be no assurance that such damages, if any, would appropriately compensate us. In addition, if Drive Shack were to fail to qualify as a REIT despite its reasonable best efforts, we would have no claim against Drive Shack.

Our failure to qualify as a REIT would cause our stock to be delisted from the NYSE.

The NYSE requires, as a condition to the listing of our shares, that we maintain our REIT status. Consequently, if we fail to maintain our REIT status, our shares would promptly be delisted from the NYSE, which would decrease the trading activity of such shares. This could make it difficult to sell shares and would likely cause the market volume of the shares trading to decline.

If we were delisted as a result of losing our REIT status and desired to relist our shares on the NYSE, we would have to reapply to the NYSE to be listed as a domestic corporation. As the NYSE’s listing standards for REITs are less onerous than its standards for domestic corporations, it would be more difficult for us to become a listed company under these heightened standards. We might not be able to satisfy the NYSE’s listing standards for a domestic corporation. As a result, if we were delisted from the NYSE, we might not be able to relist as a domestic corporation, in which case our shares could not trade on the NYSE.

The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to qualify as a REIT.

We enter into financing arrangements that are structured as sale and repurchase agreements pursuant to which we nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these assets at a later date in exchange for a purchase price. Economically, these agreements are financings that are secured by the assets sold pursuant thereto. We believe that, for purposes of the REIT asset and income tests, we should be treated as the owner of the assets that are the subject of any such sale and repurchase agreement, notwithstanding that those agreements generally transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own the assets during the term of the sale and repurchase agreement, in which case we might fail to qualify as a REIT.

The failure of our Excess MSRs to qualify as real estate assets or the income from our Excess MSRs to qualify as mortgage interest could adversely affect our ability to qualify as a REIT.

We have received from the IRS a private letter ruling substantially to the effect that our Excess MSRs represent interests in mortgages on real property and thus are qualifying “real estate assets” for purposes of the REIT asset test, which generate income that qualifies as interest on obligations secured by mortgages on real property for purposes of the REIT income test. The ruling is based on, among other things, certain assumptions as well as on the accuracy of certain factual representations and statements that we and Drive Shack have made to the IRS. If any of the representations or statements that we have made in connection with the private letter ruling, are, or become, inaccurate or incomplete in any material respect with respect to one or more Excess MSR investments, or if we acquire an Excess MSR investment with terms that are not consistent with the terms of the Excess MSR investments described in the private letter ruling, then we will not be able to rely on the private letter ruling. If we are unable to rely on the private letter ruling with respect to an Excess MSR investment, the IRS could assert that such Excess MSR investments do not qualify under the REIT asset and income tests, and if successful, we might fail to qualify as a REIT.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

Dividends payable to domestic stockholders that are individuals, trusts, and estates are generally taxed at reduced tax rates. Dividends payable by REITs, however, generally are not eligible for the reduced rates. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock. In addition, the relative attractiveness of real estate in general may be adversely affected by the favorable tax treatment given to non-REIT corporate dividends, which could affect the value of our real estate assets negatively.

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REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.

We generally must distribute annually at least 90% of our REIT taxable income, excluding any net capital gain, in order for corporate income tax not to apply to earnings that we distribute. We intend to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Internal Revenue Code. Certain of our assets, such as our investment in consumer loans, generate substantial mismatches between taxable income and available cash. As a result, the requirement to distribute a substantial portion of our net taxable income could cause us to: (i) sell assets in adverse market conditions; (ii) borrow on unfavorable terms; (iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt; or (iv) make taxable distributions of our capital stock or debt securities in order to comply with REIT requirements. Further, amounts distributed will not be available to fund investment activities. If we fail to obtain debt or equity capital in the future, it could limit our ability to satisfy our liquidity needs, which could adversely affect the value of our common stock.

We may be required to report taxable income for certain investments in excess of the economic income we ultimately realize from them.

Based on IRS guidance concerning the classification of Excess MSRs, we intend to treat our Excess MSRs as ownership interests in the interest payments made on the underlying residential mortgage loans, akin to an “interest only” strip. Under this treatment, for purposes of determining the amount and timing of taxable income, each Excess MSR is treated as a bond that was issued with original issue discount on the date we acquired such Excess MSR. In general, we will be required to accrue original issue discount based on the constant yield to maturity of each Excess MSR, and to treat such original issue discount as taxable income in accordance with the applicable U.S. federal income tax rules. The constant yield of an Excess MSR will be determined, and we will be taxed, based on a prepayment assumption regarding future payments due on the residential mortgage loans underlying the Excess MSR. If the residential mortgage loans underlying an Excess MSR prepay at a rate different than that under the prepayment assumption, our recognition of original issue discount will be either increased or decreased depending on the circumstances. Thus, in a particular taxable year, we may be required to accrue an amount of income in respect of an Excess MSR that exceeds the amount of cash collected in respect of that Excess MSR. Furthermore, it is possible that, over the life of the investment in an Excess MSR, the total amount we pay for, and accrue with respect to, the Excess MSR may exceed the total amount we collect on such Excess MSR. No assurance can be given that we will be entitled to a deduction for such excess, meaning that we may be required to recognize “phantom income” over the life of an Excess MSR.

Other debt instruments that we may acquire, including consumer loans, may be issued with, or treated as issued with, original issue discount. Those instruments would be subject to the original issue discount accrual and income computations that are described above with regard to Excess MSRs.

We may acquire debt instruments in the secondary market for less than their face amount. The discount at which such debt instruments are acquired may reflect doubts about their ultimate collectability rather than current market interest rates. The amount of such discount will nevertheless generally be treated as “market discount” for U.S. federal income tax purposes. Accrued market discount is reported as income when, and to the extent that, any payment of principal of the debt instrument is made. If we collect less on the debt instrument than our purchase price plus the market discount we had previously reported as income, we may not be able to benefit from any offsetting loss deductions.

In addition, we may acquire debt instruments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding instrument are “significant modifications” under the applicable U.S. Treasury regulations, the modified instrument will be considered to have been reissued to us in a debt-for-debt exchange with the borrower. In that event, we may be required to recognize taxable gain to the extent the principal amount of the modified instrument exceeds our adjusted tax basis in the unmodified instrument, even if the value of the instrument or the payment expectations have not changed. Following such a taxable modification, we would hold the modified loan with a cost basis equal to its principal amount for U.S. federal tax purposes.

Finally, in the event that any debt instruments acquired by us are delinquent as to mandatory principal and interest payments, or in the event payments with respect to a particular instrument are not made when due, we may nonetheless be required to continue to recognize the unpaid interest as taxable income as it accrues, despite doubt as to its ultimate collectability. Similarly, we may be required to accrue interest income with respect to debt instruments at the stated rate regardless of whether corresponding cash payments are received or are ultimately collectible. In each case, while we would in general ultimately have an offsetting loss deduction available to us when such interest was determined to be uncollectible, the utility of that deduction could depend on our having taxable income of an appropriate character in that later year or thereafter.

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In any event, if our investments generate more taxable income than cash in any given year, we may have difficulty satisfying our annual REIT distribution requirement.

We may be unable to generate sufficient cash from operations to pay our operating expenses and to pay distributions to our stockholders.

As a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and not including net capital gains) each year to our stockholders. To qualify for the tax benefits accorded to REITs, we intend to make distributions to our stockholders in amounts such that we distribute all or substantially all of our net taxable income, subject to certain adjustments, although there can be no assurance that our operations will generate sufficient cash to make such distributions. Moreover, our ability to make distributions may be adversely affected by the risk factors described herein. See also “—Risks Related to our Common Stock—We have not established a minimum distribution payment level, and we cannot assure you of our ability to pay distributions in the future.”

The stock ownership limit imposed by the Internal Revenue Code for REITs and our certificate of incorporation may inhibit market activity in our stock and restrict our business combination opportunities.

In order for us to maintain our qualification as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of each taxable year after our first taxable year. Our certificate of incorporation, with certain exceptions, authorizes our board of directors to take the actions that are necessary and desirable to preserve our qualification as a REIT. Stockholders are generally restricted from owning more than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock, or 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of capital stock. Our board may grant an exemption in its sole discretion, subject to such conditions, representations and undertakings as it may determine in its sole discretion. These ownership limits could delay or prevent a transaction or a change in our control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.

Even if we remain qualified for taxation as a REIT, we may be subject to certain federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes. Moreover, if a REIT distributes less than 85% of its ordinary income and 95% of its capital gain net income plus any undistributed shortfall from the prior year (the “Required Distribution”) to its stockholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in the subsequent year), then it is required to pay an excise tax on 4% of any shortfall between the Required Distribution and the amount that was actually distributed. Any of these taxes would decrease cash available for distribution to our stockholders. In addition, in order to meet the REIT qualification requirements, or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we may hold some of our assets through TRSs. Such subsidiaries generally will be subject to corporate level income tax at regular rates and the payment of such taxes would reduce our return on the applicable investment. Currently, we hold some of our investments in TRSs, including Servicer Advance Investments and MSRs, and we may contribute other non-qualifying investments, such as our investment in consumer loans, to a TRS in the future.

Complying with the REIT requirements may negatively impact our investment returns or cause us to forgo otherwise attractive opportunities, liquidate assets or contribute assets to a TRS.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our stock. As a result of these tests, we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution, forgo otherwise attractive investment opportunities, liquidate assets in adverse market conditions or contribute assets to a TRS that is subject to regular corporate federal income tax. Our ability to acquire and hold MSRs, interests in consumer loans, Servicer Advance Investments and other investments is subject to the applicable REIT qualification tests, and we may have to hold these interests through TRSs, which would negatively impact our returns from these assets. In general, compliance with the REIT requirements may hinder our ability to make and retain certain attractive investments.

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Complying with the REIT requirements may limit our ability to hedge effectively.

The existing REIT provisions of the Internal Revenue Code may substantially limit our ability to hedge our operations because a significant amount of the income from those hedging transactions is likely to be treated as non-qualifying income for purposes of both REIT gross income tests. In addition, we must limit our aggregate income from non-qualified hedging transactions, from our provision of services and from other non-qualifying sources, to less than 5% of our annual gross income (determined without regard to gross income from qualified hedging transactions).

As a result, we may have to limit our use of certain hedging techniques or implement those hedges through TRSs. This could result in greater risks associated with changes in interest rates than we would otherwise want to incur or could increase the cost of our hedging activities. If we fail to comply with these limitations, we could lose our REIT qualification for U.S. federal income tax purposes, unless our failure was due to reasonable cause, and not due to willful neglect, and we meet certain other technical requirements. Even if our failure were due to reasonable cause, we might incur a penalty tax. See also “—Risks Related to Our Business—Any hedging transactions that we enter into may limit our gains or result in losses.”

Distributions to tax-exempt investors may be classified as unrelated business taxable income.

Neither ordinary nor capital gain distributions with respect to our stock nor gain from the sale of stock should generally constitute unrelated business taxable income to a tax-exempt investor. However, there are certain exceptions to this rule. In particular:

•

part of the income and gain recognized by certain qualified employee pension trusts with respect to our stock may be treated as unrelated business taxable income if shares of our stock are predominantly held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;


•	part of the income and gain recognized by a tax-exempt investor with respect to our stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the stock; and


•	to the extent that we are (or a part of us, or a disregarded subsidiary of ours, is) a “taxable mortgage pool,” or if we hold residual interests in a real estate mortgage investment conduit (“REMIC”), a portion of the distributions paid to a tax exempt stockholder that is allocable to excess inclusion income may be treated as unrelated business taxable income.

The “taxable mortgage pool” rules may increase the taxes that we or our stockholders may incur, and may limit the manner in which we effect future securitizations.

We may enter into securitization or other financing transactions that result in the creation of taxable mortgage pools for U.S. federal income tax purposes. As a REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we would generally not be adversely affected by the characterization of a securitization as a taxable mortgage pool. Certain categories of stockholders, however, such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax exempt stockholders that are subject to unrelated business income tax, could be subject to increased taxes on a portion of their dividend income from us that is attributable to the taxable mortgage pool. In addition, to the extent that our stock is owned by tax exempt “disqualified organizations,” such as certain government-related entities and charitable remainder trusts that are not subject to tax on unrelated business income, we could incur a corporate level tax on a portion of our income from the taxable mortgage pool. In that case, we might reduce the amount of our distributions to any disqualified organization whose stock ownership gave rise to the tax. Moreover, we may be precluded from selling equity interests in these securitizations to outside investors, or selling any debt securities issued in connection with these securitizations that might be considered to be equity interests for tax purposes. These limitations may prevent us from using certain techniques to maximize our returns from securitization transactions.

Uncertainty exists with respect to the treatment of TBAs for purposes of the REIT asset and income tests, and the failure of TBAs to be qualifying assets or of income/gains from TBAs to be qualifying income could adversely affect our ability to qualify as a REIT.

We purchase and sell Agency RMBS through TBAs and recognize income or gains from the disposition of those TBAs, through dollar roll transactions or otherwise. In a dollar roll transaction, we exchange an existing TBA for another TBA with a different settlement date. There is no direct authority with respect to the qualification of TBAs as real estate assets or U.S. Government securities for purposes of the 75% asset test or the qualification of income or gains from dispositions of TBAs as gains from the sale of real property (including interests in real property and interests in mortgages on real property) or other qualifying income for purposes of the 75% gross income test. For a particular taxable year, we would treat such TBAs as qualifying assets for purposes of the REIT asset tests, and income and gains from such TBAs as qualifying income for purposes of the 75% gross income test, to the extent set forth in an opinion from Skadden, Arps, Slate, Meagher & Flom LLP substantially to the effect that (i) for purposes of the REIT asset tests, our ownership of a TBA should be treated as ownership of the underlying Agency RMBS, and (ii) for

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purposes of the 75% REIT gross income test, any gain recognized by us in connection with the settlement of such TBAs should be treated as gain from the sale or disposition of the underlying Agency RMBS. Opinions of counsel are not binding on the IRS, and no assurance can be given that the IRS would not successfully challenge the conclusions set forth in such opinions. In addition, it must be emphasized that any opinion of Skadden, Arps, Slate, Meagher & Flom LLP would be based on various assumptions relating to any TBAs that we enter into and would be conditioned upon fact-based representations and covenants made by our management regarding such TBAs. No assurance can be given that the IRS would not assert that such assets or income are not qualifying assets or income. If the IRS were to successfully challenge any conclusions of Skadden, Arps, Slate, Meagher & Flom LLP, we could be subject to a penalty tax or we could fail to qualify as a REIT if a sufficient portion of our assets consists of TBAs or a sufficient portion of our income consists of income or gains from the disposition of TBAs.

The tax on prohibited transactions will limit our ability to engage in transactions that would be treated as prohibited transactions for U.S. federal income tax purposes.

Net income that we derive from a “prohibited transaction” is subject to a 100% tax. The term “prohibited transaction” generally includes a sale or other disposition of property (including mortgage loans, but other than foreclosure property, as discussed below) that is held primarily for sale to customers in the ordinary course of our trade or business. We might be subject to this tax if we were to dispose of or securitize loans or Excess MSRs in a manner that was treated as a prohibited transaction for U.S. federal income tax purposes.

We intend to conduct our operations so that no asset that we own (or are treated as owning) will be treated as, or as having been, held-for-sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary course of our business. As a result, we may choose not to engage in certain sales of loans or Excess MSRs at the REIT level, and may limit the structures we utilize for our securitization transactions, even though the sales or structures might otherwise be beneficial to us. In addition, whether property is held “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances. No assurance can be given that any property that we sell will not be treated as property held-for-sale to customers, or that we can comply with certain safe-harbor provisions of the Internal Revenue Code that would prevent such treatment. The 100% prohibited transaction tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. We intend to structure our activities to prevent prohibited transaction characterization.

Legislative or other actions could have a negative effect on us.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Congress and the current administration have announced their intention to enact significant reform of the Internal Revenue Code, including significant changes to taxation of business entities. There is a substantial lack of clarity around the likelihood, timing and details of any such tax reform and the impact of any potential tax reform on us or an investment in our securities. Any such changes to the tax laws or interpretations thereof, with or without retroactive application, could materially and adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, U.S. Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the U.S. federal income tax consequences to our investors and us of such qualification, or could have other adverse consequences. For example, legislation which provides for a significant decrease in the U.S. federal corporate income tax rate could result in a material decrease in the carrying value of our deferred tax assets. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our securities.

Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us.

To qualify as a REIT, we must comply with requirements regarding the composition of our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

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Risks Related to our Common Stock

There can be no assurance that the market for our stock will provide you with adequate liquidity.

Our common stock began trading (on a when issued basis) on the NYSE on May 2, 2013. There can be no assurance that an active trading market for our common stock will be sustained in the future, and the market price of our common stock may fluctuate widely, depending upon many factors, some of which may be beyond our control. These factors include, without limitation:


•	a shift in our investor base;


•	our quarterly or annual earnings and cash flows, or those of other comparable companies;


•	actual or anticipated fluctuations in our operating results;


•	changes in accounting standards, policies, guidance, interpretations or principles;


•	announcements by us or our competitors of significant investments, acquisitions or dispositions;


•	the failure of securities analysts to cover our common stock;


•	changes in earnings estimates by securities analysts or our ability to meet those estimates;


•	market performance of affiliates and other counterparties with whom we conduct business;


•	the operating and stock price performance of other comparable companies;


•	our failure to qualify as a REIT, maintain our exemption under the 1940 Act or satisfy the NYSE listing requirements;


•	overall market fluctuations; and


•	general economic conditions.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the market price of our common stock.

Sales or issuances of shares of our common stock could adversely affect the market price of our common stock.

Sales or issuances of substantial amounts of shares of our common stock, or the perception that such sales or issuances might occur, could adversely affect the market price of our common stock. The issuance of our common stock in connection with property, portfolio or business acquisitions or the exercise of outstanding options or otherwise could also have an adverse effect on the market price of our common stock. We have an effective registration statement on file to sell common stock or convertible securities in public offerings.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.

As a public company, we are required to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We have made investments through joint ventures, such as our investment in consumer loans, and accounting for such investments can increase the complexity of maintaining effective internal control over financial reporting. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that our internal control over financial reporting was effective. If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over financial reporting. Matters impacting our internal control over financial reporting may cause us to be unable to report our financial information on a timely basis, or may cause us to restate previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in the effectiveness of our internal control over financial reporting. This could materially adversely affect us by, for example, leading to a decline in our stock price and impairing our ability to raise capital.

Your percentage ownership in us may be diluted in the future.

Your percentage ownership in us may be diluted in the future because of equity awards that we expect will be granted to our Manager, to the directors, officers and employees of our Manager who perform services for us, and to our directors, officers and employees, as well as other equity instruments such as debt and equity financing. We have adopted a Nonqualified Stock Option and Incentive Award Plan, as amended (the “Plan”), which provides for the grant of equity-based awards, including restricted stock, options, stock appreciation rights, performance awards, tandem awards and other equity-based and non-equity based awards,

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in each case to our Manager, to the directors, officers, employees, service providers, consultants and advisor of our Manager who perform services for us, and to our directors, officers, employees, service providers, consultants and advisors. We reserved 15 million shares of our common stock for issuance under the Plan. The term of the Plan expires in 2023. On the first day of each fiscal year beginning during the term of the Plan, that number will be increased by a number of shares of our common stock equal to 10% of the number of shares of our common stock newly issued by us during the immediately preceding fiscal year. In connection with any offering of our common stock, we will issue to our Manager options relating to shares of our common stock, representing 10% of the number of shares being offered. Our board of directors may also determine to issue options to the Manager that are not subject to the Plan, provided that the number of shares relating to any options granted to the Manager in connection with an offering of our common stock would not exceed 10% of the shares sold in such offering and would be subject to NYSE rules.

We may incur or issue debt or issue equity, which may negatively affect the market price of our common stock.

We may in the future incur or issue debt or issue equity or equity-related securities. In the event of our liquidation, lenders and holders of our debt and holders of our preferred stock (if any) would receive a distribution of our available assets before common stockholders. Any future incurrence or issuance of debt would increase our interest cost and could adversely affect our results of operations and cash flows. We are not required to offer any additional equity securities to existing common stockholders on a preemptive basis. Therefore, additional issuances of common stock, directly or through convertible or exchangeable securities, warrants or options, will dilute the holdings of our existing common stockholders and such issuances, or the perception of such issuances, may reduce the market price of our common stock. Any preferred stock issued by us would likely have a preference on distribution payments, periodically or upon liquidation, which could eliminate or otherwise limit our ability to make distributions to common stockholders. Because our decision to incur or issue debt or issue equity or equity-related securities in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. Thus, common stockholders bear the risk that our future incurrence or issuance of debt or issuance of equity or equity-related securities will adversely affect the market price of our common stock.

We have not established a minimum distribution payment level, and we cannot assure you of our ability to pay distributions in the future.

We intend to make quarterly distributions of our REIT taxable income to holders of our common stock out of assets legally available therefor. We have not established a minimum distribution payment level and our ability to pay distributions may be adversely affected by a number of factors, including the risk factors described in this report. Any distributions will be authorized by our board of directors and declared by us based upon a number of factors, including our actual and anticipated results of operations, liquidity and financial condition, restrictions under Delaware law or applicable financing covenants, our REIT taxable income, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, our operating expenses and other factors our directors deem relevant.

Our board of directors approved two increases in our quarterly dividends during 2017, which has resulted in reduced cash flows. Although we have other sources of liquidity, such as sales of and repayments from our investments, potential debt financing sources and the issuance of equity securities, there can be no assurance that we will generate sufficient cash or achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions in the future.

Furthermore, while we are required to make distributions in order to maintain our REIT status (as described above under “—Risks Related to our Taxation as a REIT—We may be unable to generate sufficient revenue from operations to pay our operating expenses and to pay distributions to our stockholders”), we may elect not to maintain our REIT status, in which case we would no longer be required to make such distributions. Moreover, even if we do elect to maintain our REIT status, we may elect to comply with the applicable requirements by, after completing various procedural steps, distributing, under certain circumstances, a portion of the required amount in the form of shares of our common stock in lieu of cash. If we elect not to maintain our REIT status or to satisfy any required distributions in shares of common stock in lieu of cash, such action could negatively and materially affect our business, results of operations, liquidity and financial condition as well as the market price of our common stock. No assurance can be given that we will make any distributions on shares of our common stock in the future.

We may in the future choose to make distributions in our own stock, in which case you could be required to pay income taxes in excess of any cash distributions you receive.

We may in the future make taxable distributions that are payable in cash and shares of our common stock at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of the distribution as ordinary income to the extent of our current and accumulated earnings and profits for federal income tax purposes. As a result, stockholders may be required to pay income taxes with respect to such distributions in excess of the cash distributions received. If a U.S. stockholder sells the stock that it receives as a distribution in order to pay this tax, the sale proceeds may be less than the

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amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on distributions, it may put downward pressure on the market price of our common stock.

In August 2017, the IRS issued guidance authorizing elective cash/stock dividends to be made by public REITs where there is a minimum (of at least 20%) amount of cash that may be paid as part of the dividend, provided that certain requirements are met. It is unclear whether and to what extent we would be able to or choose to pay taxable distributions in cash and stock. In addition, no assurance can be given that the IRS will not impose additional requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.

An increase in market interest rates may have an adverse effect on the market price of our common stock.

One of the factors that investors may consider in deciding whether to buy or sell shares of our common stock is our distribution rate as a percentage of our stock price relative to market interest rates. If the market price of our common stock is based primarily on the earnings and return that we derive from our investments and income with respect to our investments and our related distributions to stockholders, and not from the market value of the investments themselves, then interest rate fluctuations and capital market conditions will likely affect the market price of our common stock. For instance, if market interest rates rise without an increase in our distribution rate, the market price of our common stock could decrease, as potential investors may require a higher distribution yield on our common stock or seek other securities paying higher distributions or interest. In addition, rising interest rates would result in increased interest expense on our outstanding and future (variable and fixed) rate debt, thereby adversely affecting cash flow and our ability to service our indebtedness and pay distributions.

Provisions in our certificate of incorporation and bylaws and of Delaware law may prevent or delay an acquisition of our company, which could decrease the market price of our common stock.

Our certificate of incorporation, bylaws and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:


•	a classified board of directors with staggered three-year terms;


•	provisions regarding the election of directors, classes of directors, the term of office of directors, the filling of director vacancies and the resignation and removal of directors for cause only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;


•	provisions regarding corporate opportunity only upon the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote thereon;


•	removal of directors only for cause and only with the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote in the election of directors;


•	our board of directors to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval;


•	advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings;


•	a prohibition, in our certificate of incorporation, stating that no holder of shares of our common stock will have cumulative voting rights in the election of directors, which means that the holders of a majority of the issued and outstanding shares of common stock can elect all the directors standing for election; and


•	a requirement in our bylaws specifically denying the ability of our stockholders to consent in writing to take any action in lieu of taking such action at a duly called annual or special meeting of our stockholders.

Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is considered favorable to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or a change in our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

ERISA may restrict investments by plans in our common stock.

A plan fiduciary considering an investment in our common stock should consider, among other things, whether such an investment is consistent with the fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including whether such investment might constitute or give rise to a prohibited transaction under ERISA, the Internal Revenue

157

Code or any substantially similar federal, state or local law and, if so, whether an exemption from such prohibited transaction rules is available.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS



Exhibit Number		Exhibit Description

2.1 †		Separation and Distribution Agreement, dated as of April 26, 2013, by and between New Residential Investment Corp. and Newcastle Investment Corp. (incorporated by reference to Exhibit 2.1 to Amendment No. 6 of New Residential Investment Corp.’s Registration Statement on Form 10, filed April 29, 2013)

2.2 †		Purchase Agreement, dated as of March 5, 2013, by and among the Sellers listed therein, HSBC Finance Corporation and SpringCastle Acquisition LLC (incorporated by reference to Exhibit 99.1 to Drive Shack Inc.’s Current Report on Form 8-K, filed March 11, 2013)

2.3 †		Master Servicing Rights Purchase Agreement, dated as of December 17, 2013, by and between Nationstar Mortgage LLC and Advance Purchaser LLC (incorporated by reference to Exhibit 2.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed December 23, 2013)

2.4 †		Sale Supplement (Shuttle 1), dated as of December 17, 2013, by and between Nationstar Mortgage LLC and Advance Purchaser LLC (incorporated by reference to Exhibit 2.2 to New Residential Investment Corp.’s Current Report on Form 8-K, filed December 23, 2013)

2.5 †		Sale Supplement (Shuttle 2), dated as of December 17, 2013, by and between Nationstar Mortgage LLC and Advance Purchaser LLC (incorporated by reference to Exhibit 2.3 to New Residential Investment Corp.’s Current Report on Form 8-K, filed December 23, 2013)

2.6 †		Sale Supplement (First Tennessee), dated as of December 17, 2013, by and between Nationstar Mortgage LLC and Advance Purchaser LLC (incorporated by reference to Exhibit 2.4 to New Residential Investment Corp.’s Current Report on Form 8-K, filed December 23, 2013)

2.7 †		Purchase Agreement, dated as of March 31, 2016, by and among SpringCastle Holdings, LLC, Springleaf Acquisition Corporation, Springleaf Finance, Inc., NRZ Consumer LLC, NRZ SC America LLC, NRZ SC Credit Limited, NRZ SC Finance I LLC, NRZ SC Finance II LLC, NRZ SC Finance III LLC, NRZ SC Finance IV LLC, NRZ SC Finance V LLC, BTO Willow Holdings II, L.P. and Blackstone Family Tactical Opportunities Investment Partnership - NQ - ESC L.P., and solely with respect to Section 11(a) and Section 11(g), NRZ SC America Trust 2015-1, NRZ SC Credit Trust 2015-1, NRZ SC Finance Trust 2015-1, and BTO Willow Holdings, L.P. (incorporated by reference to Exhibit 2.10 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed on May 4, 2016)

3.1		Amended and Restated Certificate of Incorporation of New Residential Investment Corp. (incorporated by reference to Exhibit 3.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed May 3, 2013)

3.2		Amended and Restated Bylaws of New Residential Investment Corp. (incorporated by reference to Exhibit 3.2 to New Residential Investment Corp.’s Current Report on Form 8-K, filed May 3, 2013)

3.3		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of New Residential Investment Corp. (incorporated by reference to Exhibit 3.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed October 17, 2014)

4.1		Amended and Restated Indenture, dated as of August 17, 2017, by and among NRZ Advance Receivables Trust 2015-ONI, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, New Residential Mortgage LLC and Credit Suisse AG, New York Branch (incorporated by reference to Exhibit 4.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed August 22, 2017)

4.2		Omnibus Amendment to Term Note Indenture Supplements, dated as of August 17, 2017, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, New Residential Mortgage LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.2 to New Residential Investment Corp.’s Current Report on Form 8-K, filed August 22, 2017)

4.3		Series 2015-T1 Indenture Supplement, dated as of August 28, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.19 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015)

4.4		Series 2015-T2 Indenture Supplement, dated as of August 28, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.20 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015)

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Exhibit Number		Exhibit Description

4.5		Series 2015-VF1 Indenture Supplement, dated as of August 28, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.21 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015)

4.6		Amendment No. 1, dated as of November 24, 2015, to the Series 2015-VF1 Indenture Supplement, dated as of August 28, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.22 to New Residential Investment Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015)

4.7		Amendment No. 2, dated as of March 22, 2016, to the Series 2015-VF1 Indenture Supplement, dated as of August 28, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed March 24, 2016)

4.8		Amendment No. 3, dated as of May 9, 2016, to the Series 2015-VF1 Indenture Supplement, dated as of August 28, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed May 13, 2016)

4.9		Amendment No. 4, dated as of May 27, 2016, to the Series 2015-VF1 Indenture Supplement, dated as of August 28, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed June 3, 2016)

4.10		Amendment No. 5, dated as of December 15, 2016, to the Series 2015-VF1 Indenture Supplement, dated as of August 28, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.3 to New Residential Investment Corp.’s Current Report on Form 8-K, filed December 16, 2016)

4.11		Amendment No. 6, dated as of August 17, 2017, to Series 2015-VF1 Indenture Supplement, dated as of August 28, 2015, to the Amended and Restated Indenture, dated as of August 21, 2017, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, New Residential Mortgage LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.3 to New Residential Investment Corp.’s Current Report on Form 8-K, filed August 22, 2017)

4.12		Series 2015-T3 Indenture Supplement, dated as of November 24, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.23 to New Residential Investment Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015)

4.13		Series 2015-T4 Indenture Supplement, dated as of November 24, 2015, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.24 to New Residential Investment Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015)

4.14		Series 2016-T1 Indenture Supplement, dated as of June 30, 2016, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed July 7, 2016)

4.15		Series 2016-T2 Indenture Supplement, dated as of October 25, 2016, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed October 31, 2016)

160



Exhibit Number		Exhibit Description

4.16		Series 2016-T3 Indenture Supplement, dated as of October 25, 2016, to the Indenture, dated as of August 28, 2015, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.2 to New Residential Investment Corp.’s Current Report on Form 8-K, filed October 31, 2016)

4.17		Series 2016-T4 Indenture Supplement, dated as of December 15, 2016, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed December 16, 2016)

4.18		Series 2016-T5 Indenture Supplement, dated as of December 15, 2016, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.2 to New Residential Investment Corp.’s Current Report on Form 8-K, filed December 16, 2016)

4.19		Series 2017-T1 Indenture Supplement, dated as of February 7, 2017, by and among NRZ Advance Receivables Trust 2015-ON1, Deutsche Bank National Trust Company, Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Credit Suisse AG, New York Branch and New Residential Investment Corp. (incorporated by reference to Exhibit 4.1 to New Residential Investment Corp.’s Current Report on Form 8-K filed February 7, 2017)

10.1		Third Amended and Restated Management and Advisory Agreement, dated as of May 7, 2015, by and between New Residential Investment Corp. and FIG LLC (incorporated by reference to Exhibit 10.4 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015)

10.2		Form of Indemnification Agreement by and between New Residential Investment Corp. and its directors and officers (incorporated by reference to Exhibit 10.2 to Amendment No. 3 to New Residential Investment Corp.’s Registration Statement on Form 10, filed March 27, 2013)

10.3		New Residential Investment Corp. Nonqualified Stock Option and Incentive Award Plan, adopted as of April 29, 2013 (incorporated by reference to Exhibit 10.1 to New Residential Investment Corp.’s Current Report on Form 8-K, filed May 3, 2013)

10.4		Amended and Restated New Residential Investment Corp. Nonqualified Stock Option and Incentive Plan, adopted as of November 4, 2014 (incorporated by reference to Exhibit 10.6 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014)

10.5		Investment Guidelines (incorporated by reference to Exhibit 10.4 to Amendment No. 4 to New Residential Investment Corp.’s Registration Statement on Form 10, filed April 9, 2013)

10.6		Excess Servicing Spread Sale and Assignment Agreement, dated as of December 8, 2011, by and between Nationstar Mortgage LLC and NIC MSR I LLC (incorporated by reference to Exhibit 10.5 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011)

10.7		Excess Spread Refinanced Loan Replacement Agreement, dated as of December 8, 2011, by and between Nationstar Mortgage LLC and NIC MSR I LLC (incorporated by reference to Exhibit 10.6 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011)

10.8		Future Spread Agreement for FHLMC Mortgage Loans, dated as of May 13, 2012, by and between Nationstar Mortgage LLC and NIC MSR IV LLC (incorporated by reference to Exhibit 10.4 to Drive Shack Inc.’s Current Report on Form 8-K, filed May 15, 2012)

10.9		Future Spread Agreement for FNMA Mortgage Loans, dated as of May 13, 2012, by and between Nationstar Mortgage LLC and NIC MSR V LLC (incorporated by reference to Exhibit 10.2 to Drive Shack Inc.’s Current Report on Form 8-K, filed May 15, 2012)

10.10		Future Spread Agreement for Non-Agency Mortgage Loans, dated as of May 13, 2012, by and between Nationstar Mortgage LLC and NIC MSR VI LLC (incorporated by reference to Exhibit 10.6 to Drive Shack Inc.’s Current Report on Form 8-K, filed May 15, 2012)

10.11		Future Spread Agreement for GNMA Mortgage Loans, dated as of May 13, 2012, by and between Nationstar Mortgage LLC and NIC MSR VII, LLC (incorporated by reference to Exhibit 10.8 to Drive Shack Inc.’s Current Report on Form 8-K, filed May 15, 2012)

10.12		Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of May 31, 2012, by and between Nationstar Mortgage LLC and NIC MSR III LLC (incorporated by reference to Exhibit 10.1 to Drive Shack Inc.’s Current Report on Form 8-K, filed June 6, 2012)

161



Exhibit Number		Exhibit Description

10.13		Future Spread Agreement for FHLMC Mortgage Loans, dated as of May 31, 2012, by and between Nationstar Mortgage LLC and NIC MSR III LLC (incorporated by reference to Exhibit 10.2 to Drive Shack Inc.’s Current Report on Form 8-K, filed June 6, 2012)

10.14		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of June 7, 2012, by and between Nationstar Mortgage LLC and NIC MSR II LLC (incorporated by reference to Exhibit 10.1 to Drive Shack Inc.’s Current Report on Form 8-K, filed June 7, 2012)

10.15		Amended and Restated Future Spread Agreement for FNMA Mortgage Loans, dated as of June 7, 2012, by and between Nationstar Mortgage LLC and NIC MSR II LLC (incorporated by reference to Exhibit 10.2 to Drive Shack Inc.’s Current Report on Form 8-K, filed June 7, 2012)

10.16		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 7, 2012, by and between Nationstar Mortgage LLC and NIC MSR II LLC (incorporated by reference to Exhibit 10.3 to Drive Shack Inc.’s Current Report on Form 8-K, filed June 7, 2012)

10.17		Amended and Restated Future Spread Agreement for FHLMC Mortgage Loans, dated as of June 7, 2012, by and between Nationstar Mortgage LLC and NIC MSR II LLC (incorporated by reference to Exhibit 10.4 to Drive Shack Inc.’s Current Report on Form 8-K, filed June 7, 2012)

10.18		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of June 7, 2012, by and between Nationstar Mortgage LLC and NIC MSR II LLC (incorporated by reference to Exhibit 10.5 to Drive Shack Inc.’s Current Report on Form 8-K, filed June 7, 2012)

10.19		Amended and Restated Future Spread Agreement for Non-Agency Mortgage Loans, dated as of June 7, 2012, by and between Nationstar Mortgage LLC and NIC MSR II LLC (incorporated by reference to Exhibit 10.6 to Drive Shack Inc.’s Current Report on Form 8-K, filed June 7, 2012)

10.20		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of June 28, 2012, by and between Nationstar Mortgage LLC and NIC MSR V LLC (incorporated by reference to Exhibit 10.1 to Drive Shack Inc.’s Current Report on Form 8-K, filed July 5, 2012)

10.21		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of June 28, 2012, by and between Nationstar Mortgage LLC and NIC MSR IV LLC (incorporated by reference to Exhibit 10.2 to Drive Shack Inc.’s Current Report on Form 8-K, filed July 5, 2012)

10.22		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of June 28, 2012, by and between Nationstar Mortgage LLC and NIC MSR VI LLC (incorporated by reference to Exhibit 10.3 to Drive Shack Inc.’s Current Report on Form 8-K, filed July 5, 2012)

10.23		Amended and Restated Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of June 28, 2012, by and between Nationstar Mortgage LLC and NIC MSR VII LLC (incorporated by reference to Exhibit 10.4 to Drive Shack Inc.’s Current Report on Form 8-K, filed July 5, 2012)

10.24		Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of December 31, 2012, by and between Nationstar Mortgage LLC and MSR VIII LLC (incorporated by reference to Exhibit 10.35 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.25		Future Spread Agreement for GNMA Mortgage Loans, dated as of December 31, 2012, by and between Nationstar Mortgage LLC and MSR VIII LLC (incorporated by reference to Exhibit 10.36 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.26		Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR IX LLC (incorporated by reference to Exhibit 10.37 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.27		Future Spread Agreement for FHLMC Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR IX LLC (incorporated by reference to Exhibit 10.38 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.28		Current Excess Servicing Spread Acquisition Agreement for FNMA Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR X LLC (incorporated by reference to Exhibit 10.39 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.29		Future Spread Agreement for FNMA Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR X LLC (incorporated by reference to Exhibit 10.40 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

162



Exhibit Number		Exhibit Description

10.30		Current Excess Servicing Spread Acquisition Agreement for GNMA Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR XI LLC (incorporated by reference to Exhibit 10.41 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.31		Future Spread Agreement for GNMA Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR XI LLC (incorporated by reference to Exhibit 10.42 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.32		Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR XII LLC (incorporated by reference to Exhibit 10.43 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.33		Future Spread Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR XII LLC (incorporated by reference to Exhibit 10.44 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.34		Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR XIII LLC (incorporated by reference to Exhibit 10.45 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.35		Future Spread Agreement for Non-Agency Mortgage Loans, dated as of January 6, 2013, by and between Nationstar Mortgage LLC and MSR XIII LLC (incorporated by reference to Exhibit 10.46 to Drive Shack Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012)

10.36		Interim Servicing Agreement, dated as of April 1, 2013, by and among the Interim Servicers listed therein, HSBC Finance Corporation, as Interim Servicer Representative, HSBC Bank USA, National Association, SpringCastle America, LLC, SpringCastle Credit, LLC, SpringCastle Finance, LLC, Wilmington Trust, National Association, as Loan Trustee, and SpringCastle Finance LLC, as Owner Representative (incorporated by reference to Exhibit 10.35 to Amendment No. 4 to New Residential Investment Corp.’s Registration Statement on Form 10, filed April 9, 2013)

10.37		Second Amended and Restated Limited Liability Company Agreement of SpringCastle Acquisition LLC, dated as of March 31, 2016 (incorporated by reference to Exhibit 10.37 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016)

10.38		Services Agreement, dated as of April 6, 2015, by and between HLSS Advances Acquisition Corp. and Home Loan Servicing Solutions, Ltd. (incorporated by reference to Exhibit 2.4 to New Residential Investment Corp.’s Current Report on Form 8-K, filed April 10, 2015)

10.39		Receivables Sale Agreement, dated as of August 28, 2015, by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC and NRZ Advance Facility Transferor 2015-ON1 LLC (incorporated by reference to Exhibit 10.47 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015)

10.40		Receivables Pooling Agreement, dated as of August 28, 2015, by and between NRZ Advance Facility Transferor 2015-ON1 LLC and NRZ Advance Receivables Trust 2015-ON1 (incorporated by reference to Exhibit 10.48 to New Residential Investment Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015)

10.41#		Master Agreement, dated as July 23, 2017, by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC and New Residential Mortgage LLC

10.42		Amendment No. 1 to Master Agreement, dated as of October 12, 2017, by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition LLC and New Residential Mortgage LLC

10.43#		Transfer Agreement, dated as of July 23, 2017, by and among Ocwen Loan Servicing, LLC, New Residential Mortgage LLC, Ocwen Financial Corporation and New Residential Investment Corp.

10.44#		Subservicing Agreement, dated as of July 23, 2017, by and between New Residential Mortgage LLC and Ocwen Loan Servicing, LLC

10.45#		Cooperative Brokerage Agreement, dated as of August 28, 2017, by and among REALHome Services and Solutions, Inc., REALHome Services and Solutions - CT, Inc. and New Residential Sales Corp.

163



Exhibit Number		Exhibit Description

10.46#		Letter Agreement, dated as of August 28, 2017, by and among New Residential Investment Corp., New Residential Mortgage LLC, REALHome Services and Solutions, Inc., REALHome Services and Solutions - CT, Inc. and Altisource Solutions S.a.r.l.

31.1		Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document




†	Schedules and exhibits may have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
#	Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

The following second amended and restated limited liability company agreements of the Consumer Loan Companies are substantially identical in all material respects, except as to the parties thereto and the initial capital contributions required under each agreement, to the Second Amended and Restated Limited Liability Company Agreement of SpringCastle Acquisition LLC that is filed as Exhibit 10.37 hereto and are being omitted in reliance on Instruction 2 to Item 601 of Regulation S-K:


•	Second Amended and Restated Limited Liability Company Agreement of SpringCastle America, LLC, dated as of March 31, 2016.


•	Second Amended and Restated Limited Liability Company Agreement of SpringCastle Credit, LLC, dated as of March 31, 2016.


•	Second Amended and Restated Limited Liability Company Agreement of SpringCastle Finance, LLC, dated as of March 31, 2016.

164

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:



	NEW RESIDENTIAL INVESTMENT CORP.

	By:	/s/ Michael Nierenberg
		Michael Nierenberg
		Chief Executive Officer and President
		(Principal Executive Officer)

		November 1, 2017

	By:	/s/ Nicola Santoro, Jr.
		Nicola Santoro, Jr.
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

		November 1, 2017

	By:	/s/ Jonathan R. Brown
		Jonathan R. Brown
		Chief Accounting Officer
		(Principal Accounting Officer)

		November 1, 2017

165

Exhibit 10.41

EXECUTION COPY

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

MASTER AGREEMENT

dated as of

July 23, 2017

by and among:

OCWEN LOAN SERVICING, LLC,

HLSS HOLDINGS, LLC,

HLSS MSR – EBO ACQUISITION LLC, and

NEW RESIDENTIAL MORTGAGE LLC



Section 1.	Definitions; Interpretation.	3
Section 2.	Consent to Transfer Agreement.	11
Section 3.	Lump-Sum Payments.	12
Section 4.	Sale Supplements.	13
Section 5.	Servicer Ratings Increased Costs.	19
Section 6.	Escrow Accounts and Custodial Accounts.	19
Section 7.	Investment Income Earned on Amounts on Deposit in any Custodial Account or Escrow Accounts.	20
Section 8.	Third Party Consents for Transfers to NRM Pursuant to the Transfer Agreement.	20
Section 9.	Consent Non-Delivery Determination Dates.	21
Section 10.	Standstill; Conditional Waivers of Specified Termination Events.	25
Section 11.	Sale of Rights to MSRs and Transferred Receivables Assets in Respect of the Designated Servicing Agreements.	26
Section 12.	Conditions Precedent to Effectiveness of this Agreement.	26
Section 13.	Representations and Warranties of Seller to the Purchasers and NRM.	26
Section 14.	Representations and Warranties of the Purchasers and NRM to Seller	27
Section 15.	Termination.	28
Section 16.	Miscellaneous.	29

Schedules, Exhibits and Annexes


Schedule 1:	Previously Executed Amendments


Schedule 2:	Lump-Sum Payment Percentages


Schedule 3:	Wire Transfer Instructions


Exhibit 1:	Group Selection Procedures


Exhibit 2:	Form of Sale Supplement


Exhibit 3A:	Form of RMSR Transfer Agreement


Exhibit 3B:	Form of Sale Agreement


Exhibit 4:	Specified Termination Events


Exhibit 5:	Third Party Purchase Agreement Documentation Principles


Exhibit 6:	[RESERVED]


Exhibit 7:	Major Shelf Groups


Exhibit 8:	New RMSR Agreement Documentation Principles


Exhibit 9:	[***]


Exhibit 10:	Designated Servicing Agreements


Annex I:	Schedules I through and including VI to the Sale Supplement, dated as of February 10, 2012


Annex II:	Schedules I through and including VI to the Sale Supplement, dated as of May 1, 2012


Annex III:	Schedules I through and including VI to the Sale Supplement, dated as of August 1, 2012


Annex IV:	Schedules I through and including VI to the Sale Supplement, dated as of September 13, 2012


Annex V:	Schedules I through and including VI to the Sale Supplement, dated as of September 28, 2012


Annex VI:	Schedules I through and including VI to the Sale Supplement, dated as of December 26, 2012


Annex VII:	Schedules I through and including VI to the Sale Supplement, dated as of March 13, 2013


Annex VIII:	Schedules I through and including VI to the Sale Supplement, dated as of May 21, 2013


Annex IX:	Schedules I through and including VI to the Sale Supplement, dated as of July 1, 2013


Annex X:	Schedules I through and including VI to the Sale Supplement, dated as of October 25, 2013

MASTER AGREEMENT

This Master Agreement (this “ Agreement ”), dated as of July 23, 2017 (the “ Effective Date ”), is executed within the United States Virgin Islands (the “ USVI ”) by and among:

(i) OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“ Seller ”);

(ii) HLSS HOLDINGS, LLC, a Delaware limited liability company (“ Holdings ”);

(iii) HLSS MSR – EBO ACQUISITION LLC, a Delaware limited liability company (“ MSR – EBO ” and together with Holdings, the “ Purchasers ”); and

(iv) NEW RESIDENTIAL MORTGAGE LLC, a Delaware limited liability company (“ NRM ”).

WITNESSETH:

WHEREAS, Seller, Holdings, and MSR – EBO (as assignee of Home Loan Servicing Solutions, Ltd.) are parties to the Master Servicing Rights Purchase Agreement, dated as of October 1, 2012 (as amended prior to the Effective Date pursuant to the amendments described on Schedule 1 hereto and as otherwise amended or modified prior to the Effective Date, the “ MSR Purchase Agreement ”);

WHEREAS, Seller, Holdings, and MSR – EBO (as assignee of Home Loan Servicing Solutions, Ltd.) are parties to the Sale Supplements to the MSR Purchase Agreement, dated as of February 10, 2012, May 1, 2012, August 1, 2012, September 13, 2012, September 28, 2012, December 26, 2012, March 13, 2013, May 21, 2013, July 1, 2013, and October 25, 2013 (each, as amended prior to the Effective Date pursuant to the amendments described on Schedule 1 hereto and as otherwise amended or modified prior to the Effective Date, each a “ Sale Supplement ” and, collectively, the “ Sale Supplements ”);

WHEREAS, pursuant to the MSR Purchase Agreement and the Sale Supplements, Seller sold to the Purchasers (without recourse, except as otherwise provided therein) the Rights to MSRs, the Excess Servicing Fees, and the Transferred Receivables Assets, and the Purchasers assumed the Assumed Liabilities with respect to all Servicing Agreements described or otherwise referenced on Schedule I to any Sale Supplement (the “ MSRPA Servicing Agreements ”);

WHEREAS, as the owners of the Rights to MSRs in respect of the MSRPA Servicing Agreements, the Purchasers are the owners of, among other things, all existing and future accruing and payable Servicing Fees under the MSRPA Servicing Agreements;

WHEREAS, in connection with the transactions contemplated hereby, Seller will transfer to NRM all of Seller’s right, title and interest in, and all of Seller’s obligations and liabilities under, each MSRPA Servicing Agreement pursuant to the Transfer Agreement dated as of the Effective Date among NRM, Seller, Ocwen Financial Corporation and New Residential Investment Corp.

(as amended, restated, supplemented or otherwise modified from time to time, the “ Transfer Agreement ”) and after the Transfer Date (as defined in the Transfer Agreement) such servicing rights will be “ Transferred Servicing Rights ;

WHEREAS, upon the Transfer Date, the related MSRPA Servicing Agreement shall cease to be a “Deferred Servicing Agreement” for purposes of the Sale Supplements (but such transfer will not otherwise impair or affect any prior transfer of Excess Servicing Fee, Rights to MSRs, or any other Transferred Receivables Assets or prior assumption of Assumed Liabilities in respect of such MSRPA Servicing Agreement);

WHEREAS, in connection with any MSRPA Servicing Agreement ceasing to be a Deferred Servicing Agreement as contemplated above, Holdings will make a Lump-Sum Payment (as defined herein) to Seller in accordance with the terms hereof;

WHEREAS, NRM and Seller will enter into a Subservicing Agreement with respect to the Transferred Servicing Rights (as amended, restated, supplemented or otherwise modified from time to time, the “ NRM Subservicing Agreement ”);

WHEREAS after the transfer of the Transferred Servicing Rights to NRM pursuant to the Transfer Agreement, Seller will subservice the related Mortgage Loans in accordance with the NRM Subservicing Agreement;

WHEREAS, in connection with the transactions contemplated hereby, the Purchasers have agreed not to exercise certain contracted rights during a “Standstill Period” (as defined herein) associated with specified types of Termination Events;

WHEREAS, if Servicing Rights are sold to a third party pursuant to Section 9.3 of this Agreement, Seller will receive the related Rights to MSRs and the related Transferred Receivable Assets from Purchasers, which Seller will immediately transfer to the third party acquirer, as an accommodation for the Purchasers, in accordance with a Third Party Purchase Agreement (as defined herein);

WHEREAS, Ocwen Mortgage Servicing, Inc. (“ OMS ”), the parent corporation of Seller, (i) has reviewed, analyzed, and approved this transaction, (ii) has authorized and caused Seller to enter into this Agreement, and (iii) has not delegated any authority to any person outside the USVI to negotiate or agree to terms on its behalf; and

WHEREAS, the Seller, Purchasers, and NRM shall each execute this Agreement in the USVI.

NOW, THEREFORE, in connection with the foregoing, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

Section 1. Definitions; Interpretation .

1.1 Capitalized terms used but not defined herein shall have the meaning set forth in the MSR Purchase Agreement, or, if not defined therein, in the Sale Supplements.

1.2 As used in this Agreement, the following terms shall have the following meanings:

“ Account Cost True-Up Payment ” is defined in Section 6.3 of this Agreement.

“ Adjusted Total UPB ” means, as of any date of determination, an amount equal to the following:


(i)	the aggregate Specified Condition UPB in respect of all MSRPA Servicing Agreements as of March 31, 2017;

minus


(ii)	the aggregate Specified Condition UPB as of March 31, 2017 in respect of all MSRPA Servicing Agreements for which the parties mutually agreed not to pursue obtaining any applicable Third Party Consents;

minus


(iii)	the aggregate Specified Condition UPB as of March 31, 2017 in respect of all MSRPA Servicing Agreements for which Seller is terminated other than because of an exercise of a Clean Up Call Right;

minus


(iv)	the aggregate Specified Condition UPB as of March 31, 2017 in respect of all MSRPA Servicing Agreements that are not Major Shelf Servicing Agreements for which the Transfer Date did not occur and such MSRPA Servicing Agreements were terminated prior to such date of determination because of the exercise of a Clean Up Call Right.

“ Agreement ” is defined in the preamble to this Agreement.

“ Amendment No. 2 ” means Amendment No. 2 to Master Servicing Rights Purchase Agreement and Sale Supplements, dated as of April 6, 2015, among Seller, the Purchasers and Home Loan Servicing Solutions, Ltd.

“ Approved Third Party Appraisers ” means the following parties and any other residential mortgage servicing appraisal service provider as mutually agreed upon by Seller and Holdings as an “Approved Third Party Appraiser” for purposes of this Agreement: (i) Phoenix Analytic Services, Inc., (ii) Mortgage Industry Advisory Corporation, and (iii) MountainView Financial Solutions.

“ Assignment Agreement ” has the meaning set forth in the Transfer Agreement.

“ Average Third Party Mark ” means, in respect of any Group, the average of two appraisals from two Approved Third Party Appraisers engaged by NRM or its affiliates for the related Servicing Rights (inclusive of the Rights to MSRs and deferred servicing fees) for such Group. If any particular appraisal is a range of values, then such appraisal shall be the mean of such range of values for purpose of this definition.

“ Change of Control ” means a “Change of Control” as defined in and determined in accordance with the provisions of the NRM Subservicing Agreement.

“ Clean Up Call Right ” has the meaning set forth in Amendment No. 2 and includes, for the avoidance of doubt, any optional termination, or clean-up call right held by any relevant transaction party (and not merely those in the name of Seller).

“ Consent Non-Delivery Determination Date ” means, in respect of any Group, the earlier of (i) the one-year anniversary of the Effective Date and (ii) the Designation Date immediately following the date upon which Seller and NRM mutually agree that any necessary Third Party Consent to cause a transfer of the related Seller Servicing Rights to NRM will not be received.

“ Designated Servicing Agreements ” means the MSRPA Servicing Agreements described on Exhibit 10 hereto.

“ Designated Servicing Agreements Price ” means, for any Designated Servicing Agreement, the “Designated Servicing Agreement Price” listed opposite the reference to such Designated Servicing Agreement on Exhibit 10 hereto.

“ Designation Date ” means each of October 23, 2017, January 23, 2018 and April 23, 2018.

“ Fee Restructuring Payment ” means, as of any date in respect of any Group, an amount equal to the Lump-Sum Payment or Lump-Sum Payments, as applicable, that Holdings would pay Seller if the Transfer Date or Transfer Dates, as applicable, occurred on such date, as adjusted in accordance with Exhibit 1 hereto.

“ Fee Restructuring Payment Option ” is defined in Section 9.1 of this Agreement.

“ Final Increased Cost Payment ” is defined in Section 5 of this Agreement.

“ Float Payment Right ” is defined in Section 7.1 of this Agreement.

“ Float True-Up Payment ” is defined in Section 7.1 of this Agreement.

“ Full Waiver Eligibility Period ” means the period commencing on the Effective Date and ending at the earliest of:


(i)	January 23, 2019;


(ii)	the Seller’s failure to observe or perform in any material respect its obligations under Section 8 hereof and both (a) such failure continues

unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been given to Seller by either Purchaser or NRM and (b) the Purchasers and NRM are in compliance in all material respects with their respective obligations under Section 8 hereof and all prior material non-compliance shall have been cured;

(iii)

the later of (a) the one-year anniversary of this Agreement and (b) the date on which Sections 9.1 , 9.2 , 9.3 , and 9.4 have been applied as set forth herein for all MSRPA Servicing Agreements for which the Consent Non-Delivery Determination Date has occurred on or prior to the one-year anniversary of this Agreement (such that the time at which Seller may exercise the Purchase Option for such Group in accordance with clause (ii) of the first sentence of Section 9.4 hereof has expired for any such MSRPA Servicing Agreement);


(iv)	the termination of this Agreement in accordance with Section 15.1 hereof (including any termination of this Agreement occurring because of any termination of the NRM Subservicing Agreement because of the occurrence of a Change of Control); and


(v)	the date upon which Seller terminates the NRM Subservicing Agreement in accordance with Section 5.1(a) thereof; provided that such termination shall be the result of a determination that the Subservicer’s duties under the NRM Subservicing Agreement are no longer permissible under applicable law.

“ GAAP ” means generally accepted accounting principles in effect from time to time in the United States of America.

“ Group ” means any group of MSRPA Servicing Agreements for which the Consent Non-Delivery Determination Date has occurred. The selection of any MSRPA Servicing Agreements for any “Group” shall be either (i) determined by mutual agreement of Holdings and Seller, or (ii) in accordance with the procedures set forth on Exhibit 1 .

“ Holdings ” is defined in the preamble to this Agreement.

“ Internal Mark ” means, at any time in respect of any Group, the Purchasers’ internal valuation of the related Servicing Rights (inclusive of the Rights to MSRs and deferred servicing fees) for such Group, as of the last day of the calendar month then most recently ended. Such valuation shall be determined consistently (i) with GAAP and (ii) in the manner in which the internal valuations of the Rights to MSRs are calculated in the Purchasers’ books and records.

“ Investment Rights Expiration Date ” means, in respect of any MSRPA Servicing Agreement, the earliest of (i) the Transfer Date in respect thereof, (ii) the date on which Holdings exercises its Fee Restructuring Payment Option in respect thereof, or (iii) the date on which Seller exercises the Purchase Option in respect thereof.

“ Lump-Sum Payment ” means, in respect of any MSRPA Servicing Agreement, an amount equal to the product of (i) the unpaid interest bearing principal balance of the Primary Mortgage

Loans in respect of such MSRPA Servicing Agreement on the first day of the month in which the related Transfer Date occurs and (ii) the applicable Lump-Sum Payment Percentage.

“ Lump-Sum Payment Percentage ” means, with respect to any MSRPA Servicing Agreement, the applicable “Lump-Sum Payment Percentage” (in basis points) set forth on Schedule 2 hereto opposite the reference to the month in which the applicable Transfer Date for such MSRPA Servicing Agreement occurs.

“ Major Shelf Group ” means the groupings of Major Shelf Servicing Agreements, as set forth on Exhibit 7 hereto.

“ Major Shelf Servicing Agreement ” means any MSRPA Servicing Agreement included in a Major Shelf Group.

“ Major Shelf Specified Condition UPB ” means, for any Major Shelf Servicing Agreement, the aggregate unpaid interest bearing principal balance of the Primary Mortgage Loans under such Major Shelf Servicing Agreement as of the close of business on March 31, 2017.

“ MSR Purchase Agreement ” is defined in the recitals to this Agreement.

“ MSR – EBO ” is defined in the preamble to this Agreement.

“ MSRPA Servicing Agreements ” is defined in the recitals to this Agreement.

“ New RMSR Agreement ” means the New RMSR Agreement among Seller and the Purchasers to be entered into after the Effective Date pursuant to Section 8.7 hereof, which shall be drafted and entered into in accordance with the documentation principles set forth on Exhibit 8 .

“ Non-Consented Servicing Rights ” means any Seller Servicing Rights with respect to which the Required Consent (as defined in the Transfer Agreement) has not been obtained by the Consent Non-Delivery Determination Date.

“ NRM Subservicing Agreement ” is defined in the recitals to this Agreement.

“ OMS ” is defined in the recitals to this Agreement.

“ Option #1 Exercise Deadline ” means, for any Group, unless otherwise mutually agreed in writing by Holdings and Seller, either:


(i)	close of business on the tenth (10th) Business Day after the Consent Non-Delivery Determination Date for such or Group; or


(ii)	such earlier date as may be specified in writing by Holdings to Seller.

“ Option #2 Exercise Deadline ” means, for any Group, unless otherwise mutually agreed in writing by Holdings and Seller, either:


(i)	the close of business on the later of (a) the tenth (10th) Business Day after the Option #1 Exercise Deadline for such Group, and (b) the tenth (10th) Business Day after the related Valuation Package has been delivered to Seller; or


(ii)	such earlier date as may be specified in writing by Seller to Holdings.

“ Primary Mortgage Loan ” means any Mortgage Loan (including REO and loans in foreclosure) with respect to which Seller or an affiliate thereof is the “primary” servicer or subservicer performing the traditional mortgage servicing functions with respect to the related Mortgagor.

“ Purchase Option ” is defined in Section 9.2 of this Agreement.

“ Purchasers ” is defined in the preamble to this Agreement.

“ Related Agreements ” means the Transfer Agreement, New RMSR Agreement, and NRM Subservicing Agreement.

“ Reconciliation Date ” means, with respect to any Transfer Date, the fifth (5th) Business Day thereafter.

“ Reconciliation Report ” is defined in Section 3.2 of this Agreement.

“ Remaining UPB ” means, as of any date, an amount equal to the following:


(i)	the aggregate Specified Condition UPB as of March 31, 2017 in respect of all MSRPA Servicing Agreements that are Deferred Servicing Agreements under the Sale Supplements as of such date;

minus

(ii)

to the extent included in clause (i) above, the aggregate Specified Condition UPB as of March 31, 2017 in respect of all MSRPA Servicing Agreements (a) to be transferred pursuant to Section 8 and for which Third Party Consents have been obtained, and (b) to be transferred pursuant to Section 9.2 , 9.3 , or 9.4 hereof, but, in the case of either (a) or (b) Purchasers were unable to obtain any necessary financing consents for the transfer;

minus

(iii)

to the extent included in clause (i) above, the aggregate Specified Condition UPB as of March 31, 2017 in respect of all MSRPA Servicing Agreements to be transferred pursuant to Section 8 and for which all Third Party Consents have been obtained and Seller is prepared to transfer but the related Servicing Rights have not been transferred by Seller because NRM has chosen not to transfer because NRM has terminated the NRM Subservicing Agreement for cause;

minus


(iv)	to the extent included in clause (i) above, the aggregate Specified Condition UPB as of March 31, 2017 in respect of all MSRPA Servicing Agreements for which the parties mutually agreed not to pursue obtaining any applicable Third Party Consents;

plus

(v)

for each Major Shelf Servicing Agreement not included in clause (i) due to being terminated prior to such date of determination because of the exercise of a Clean Up Call Right, the product of (x) the Major Shelf Specified Condition UPB as of March 31, 2017 in respect of such Major Shelf Servicing Agreement, and (y) the ratio of (a) the aggregate Major Shelf Specified Condition UPB as of March 31, 2017 in respect of all Major Shelf Servicing Agreements in the related Major Shelf Group that are Deferred Servicing Agreements under the Sale Supplements as of such date to (b) the positive difference between (1) the aggregate Major Shelf Specified Condition UPB as of March 31, 2017 in respect of all Major Shelf Servicing Agreements in the related Major Shelf Group as of March 31, 2017, and (2) the aggregate Major Shelf Specified Condition UPB as of March 31, 2017 in respect of all Major Shelf Servicing Agreements in the related Major Shelf Group that were terminated prior to such date of determination because of the exercise of a Clean Up Call Right.

“ Reservation Price ” means, in respect of any Group, the reservation price established by Holdings, which shall be an amount no greater than the greater of (i) the Average Third Party Mark for such Group and (ii) the Internal Mark for such Group.

“ SAF ” means any servicer advancing financing facility in place from time to time in connection with any of the Transferred Receivables Assets.

“ Sale Supplements ” is defined in the recitals to this Agreement.

“ Seller ” is defined in the preamble to this Agreement.

“ Seller Servicing Rights ” means, in respect of any MSRPA Servicing Agreement, all of Seller’s rights, title, and interest in respect thereof other than Rights to MSRs (including the Excess Servicing Fees) and Transferred Receivables Assets previously sold to the Purchasers pursuant to the MSR Purchase Agreement and the related Sale Supplements.

“ Shared Costs ” is defined in Section 8.4 of this Agreement.

“ Specified Condition ” means a condition that shall be satisfied on any date determination if, and only if, the ratio of Remaining UPB to Adjusted Total UPB is less than or equal to 20% prior

to the end of the Full Waiver Eligibility Period. If the Specified Condition is satisfied as of any date of determination, it will be deemed to be satisfied at all times going forward.

“ Specified Condition UPB ” means, for any MSRPA Servicing Agreement, the aggregate unpaid interest bearing principal balance of the Primary Mortgage Loans under such MSRPA Servicing Agreement as of the close of business on March 31, 2017.

“ Specified Termination Events ” is defined on Exhibit 4 .

“ Standstill Period ” means the period commencing on the Effective Date and ending at the earliest of:


(i)	January 23, 2019;

(ii)

the Seller’s failure to observe or perform in any material respect its obligations under Section 8 hereof and both (a) such failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been given to Seller by either Purchaser or NRM and (b) the Purchasers and NRM are in compliance in all material respects with their respective obligations under Section 8 hereof and all prior material non-compliance shall have been cured;

(iii)


(iv)	the occurrence of a Change of Control with respect to Seller or Ocwen Financial Corporation, unless NRM consents to such Change of Control in accordance with the procedures set forth in the NRM Subservicing Agreement;


(v)	the termination of this Agreement in accordance with Section 15.1 hereof; and


(vi)	the date upon which Seller terminates the NRM Subservicing Agreement in accordance with Section 5.1(a) thereof; provided that such termination shall be the result of a determination that the Subservicer’s duties under the NRM Subservicing Agreement are no longer permissible under applicable law.

“ Third Party Consents ” shall mean any consent, authorization, approval, statement, waiver, order, license, certificate or permit or act of or from, or notice to any Rating Agency or any party

to or referenced in any MSRPA Servicing Agreement or any amendment to any MSRPA Servicing Agreement that is required under such Servicing Agreement in order to duly transfer the servicing of the Mortgage Loans and the Seller Servicing Rights to NRM pursuant to the Transfer Agreement (or any third party as contemplated by Section 9.3 hereof) and consummate the transactions contemplated by this Agreement and the related Related Agreements, in each case in form and substance reasonably satisfactory to Seller and NRM.

“ Third Party Purchase Agreement ” means a purchase and sale agreement with representations, warranties, covenants and indemnifications to purchasers of the related Servicing Rights (including with respect to the Rights to MSRs and the Transferred Receivables Assets) that are no less favorable to a purchaser or transferee of mortgage servicing rights than those set forth in the Transfer Agreement (but taking into account the entire set of Servicing Rights in respect of any Mortgage Loan and/or Servicing Agreement and not merely Seller Servicing Rights as contemplated by the Transfer Agreement) except to the extent (i) set forth on Exhibit 5 hereto or (ii) otherwise mutually agreed in writing by Holdings and Seller.

“ Transfer Agreement ” is defined in the recitals to this Agreement.

“ Transfer Date ” means, in respect of any MSRPA Servicing Agreement, the date upon which all necessary Third Party Consents related to Seller Servicing Rights are obtained and become Transferred Servicing Rights to NRM pursuant to the Transfer Agreement. For the avoidance of doubt, any Seller Servicing Rights related to MSRPA Servicing Agreements for which Third Party Consents have not been obtained shall remain subject to the MSR Purchase Agreement and applicable Sale Supplement. The initial Transfer Date shall not occur until the earlier of (i) September 1, 2017, and (ii) the date on which Holdings has amended the existing SAF transactions to permit the financing of monthly advances and servicing advances arising under the related MSRPA Servicing Agreements currently subject to such SAFs after giving effect to the related Transfer Dates (or such earlier date as agreed to by Holdings); provided that the failure to obtain any such consents or amendments on or after September 1, 2017 shall not affect or waive the parties’ obligations under the Agreement.

“ Transferred Servicing Rights ” is defined in the recitals to this Agreement.

“ USVI ” is defined in the recitals to this Agreement.

“ Valuation Package ” means, in respect of any Group, the following information:


(i)	the Average Third Party Mark for such Group (including reasonable supporting assumptions and valuation inputs);


(ii)	the Internal Mark for such Group; and


(iii)	the Reservation Price for such Group.

1.3 The headings preceding the text of Articles and Sections included in this Agreement and the headings to Annexes, Exhibits and Schedules attached to this Agreement are for convenience

only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or gender neutral or the singular or plural form of words herein shall not limit any provision of this Agreement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively. Reference to any Person shall include such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement. Reference to a Person in a particular capacity shall exclude such Person in any other capacity or individually. Reference to any agreement (including this Agreement), document or instrument shall mean such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to Articles, Sections, paragraphs, clauses, Annexes, Exhibits or Schedules shall refer to those portions of this Agreement unless otherwise specified. The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph or clause of, or Annex, Exhibit or Schedule to, this Agreement. References to “dollars” or “$” shall mean United States dollars. Reference to any statute or statutory provision shall include any consolidation, reenactment, amendment, modification or replacement of the same and any subordinate legislation in force under the same from time to time. Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP.

1.4 In the event of any inconsistency between this Agreement and the MSR Purchase Agreement or the Sale Supplements, this Agreement shall control.

Section 2. Consent to Transfer Agreement .

2.1 Each of Holdings and MSR – EBO hereby consents to the transfers of Seller Servicing Rights contemplated by the Transfer Agreement and, upon the Transfer Date, the subservicing of the related Mortgage Loans pursuant to the NRM Subservicing Agreement. Notwithstanding any provision in this Agreement to the contrary, all rights, title (including any document of title), interest, beneficial ownership, and risk of loss in the Seller Servicing Rights that are sold, transferred, assigned, set over, and conveyed to NRM upon the transfer of the Transferred Servicing Rights shall pass by Seller to NRM in the USVI on the Transfer Date within the USVI.

2.2 Upon the Transfer Date, the related Servicing Agreement shall be neither a “Deferred Servicing Agreement” nor a “Transferred Servicing Agreement” for purposes of the MSR Purchase Agreement and the related Sale Supplement. For the avoidance of doubt, under no circumstance shall the unpaid principal balance on any Mortgage Loan subserviced under the NRM Subservicing Agreement (as primary servicer or subservicer, but not merely master servicer) be utilized for purposes of calculating the Retained Fee, the Performance Fee and/or the Seller Monthly Servicing Fee under any Sale Supplement from and after the date such Mortgage Loan is initially subserviced under the NRM Subservicing Agreement.

2.3 The occurrence of the Transfer Date will not in any way modify any prior sales and assignments of Rights to MSRs; equity interests in Advance SPEs and Transferred Receivables Assets pursuant to the MSR Purchase Agreement and the Sale Supplements. The Purchasers and their assignees (as applicable) will not assign, transfer or otherwise reconvey any portion of the

applicable Rights to MSRs, Advance SPEs and Transferred Receivables Assets in respect of any MSRPA Servicing Agreement to Seller in connection with any such transfer.

Section 3. Lump-Sum Payments .

3.1 Payment of Lump-Sum Payments by Holdings . Subject to the terms and conditions in the Transfer Agreement, on each Transfer Date, the related Lump-Sum Payment(s) shall be paid by Holdings to Seller as follows:

(a) No later than five (5) Business Days before any Transfer Date, Seller shall provide to Holdings a draft settlement statement which shall include a written estimated calculation of the Lump-Sum Payment (or Lump-Sum Payments) in respect of such Transfer Date based on data from the last day of the prior month (or as otherwise agreed by the parties). With respect to each Transfer Date and the applicable Servicing Rights, Holdings shall pay to Seller’s account in the USVI an amount equal to the applicable Lump-Sum Payment (or Lump-Sum Payments), in immediately available funds on such Transfer Date.

(b) On or prior to the fifth (5th) Business Day following the applicable Reconciliation Date, the Lump-Sum Payment with respect to any transfer of Servicing Rights shall be adjusted as set forth on the related Reconciliation Report. To the extent that a Lump-Sum Payment paid by Holdings to Seller pursuant to Section 3.1(a) hereof exceeds the actual Lump-Sum Payment as reconciled, Seller shall refund such excess amount to Holdings by the end of the following Business Day. To the extent that the aggregate Lump-Sum Payment set forth on the applicable Reconciliation Report exceeds the corresponding Lump-Sum Payment paid by Holdings to Seller pursuant to Section 3.1(a) , Holdings shall pay such excess amount to the Seller by the end of the following Business Day.

(c) No payment under this Section 3.1 shall constitute a waiver by NRM, any Purchaser or the Seller, as applicable, of, or otherwise limit or reduce, any of the parties’ respective indemnification or refund obligations under the Transfer Agreement, this Agreement, the MSR Purchase Agreement or any Sale Supplement.

(d) Notwithstanding anything contained herein to the contrary, Holdings shall not shall have any obligation to make any payment under any subsection of this Section 3.1 with respect to any Non-Consented Servicing Rights.

(e) Further, notwithstanding anything contained herein to the contrary, the Lump-Sum Payment may be paid in such percentages and at such times upon which Seller and Holdings (or NRM on behalf of Holdings) may otherwise mutually agree in writing.

3.2 Reconciliation Report . On each Reconciliation Date, Seller shall furnish to Holdings a final settlement report (each, a “ Reconciliation Report ”) which includes, among other things, the final unpaid principal balance of each related Mortgage Loan as of the applicable Transfer Date and the corresponding final Lump-Sum Payment for the related Servicing Rights transferred on such Transfer Date, in each case after application of adjustments to be made pursuant to Sections 3.1(a) and (b) of this Agreement. In the event the Reconciliation Report shows an error in the Lump-

Sum Payment, it shall be accompanied with sufficient supporting detail that an error has occurred. In such a case, the party benefiting from the error shall (i) pay an amount sufficient to correct and reconcile the Lump-Sum Payment or such other amounts, and (ii) provide a reconciliation statement and such other documentation sufficient to satisfy the other party (in such other party’s exercise of its reasonable discretion) concerning the accuracy of such reconciliation.

3.3 Form of Payment to be Made . Unless otherwise agreed to by the parties, all payments to be made by a party to another party, or such other party’s designee, shall be made by wiring immediately available funds in United States dollars to the accounts designated by the receiving party in accordance with such party’s written instructions as set forth in Schedule 3 attached hereto or such other instructions as a party may require after written notice hereunder.

Section 4. Sale Supplements . Each Sale Supplement (other than the Schedules thereto) is amended in the as the Sale Supplement in the form attached as Exhibit 2 , subject to the following:

4.1 For each Sale Supplement, the following bracketed terms shall have the meanings set forth opposite the date of such Sale Supplement as set forth below:



Sale Supplement Date	“[ Servicing Fee Reset Date] ” where such reference appears in the definition of “Servicing Fee Reset Date ”	“[Date]” wherever such term appears	“[x]” in “Cut-Off Date”	“[x]” in “Excess Servicing Fees”	“[x]” in “Retained Servicing Fee Shortfall”
February 10, 2012	March 5, 2020; provided, that if, as of March 5, 2018, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is March 5, 2018.	February 10, 2012* *Other than the term “[Date]”in the definition of Closing Date, which shall be “March 5, 2012”.	February 29, 2012	21.0	February 2012



Sale Supplement Date	“[ Servicing Fee Reset Date] ” where such reference appears in the definition of “Servicing Fee Reset Date ”	“[Date]” wherever such term appears	“[x]” in “Cut-Off Date”	“[x]” in “Excess Servicing Fees”	“[x]” in “Retained Servicing Fee Shortfall”
May 1, 2012	April 30, 2020; provided, that if, as of May 1, 2018, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is May 1, 2018.	May 1, 2012	April 30, 2012	19.5	May 2012
August 1, 2012	April 30, 2020; provided, that if, as of August 1, 2018, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is August 1, 2018.	August 1, 2012	July 31, 2012	17.0	August 2012



Sale Supplement Date	“[ Servicing Fee Reset Date] ” where such reference appears in the definition of “Servicing Fee Reset Date ”	“[Date]” wherever such term appears	“[x]” in “Cut-Off Date”	“[x]” in “Excess Servicing Fees”	“[x]” in “Retained Servicing Fee Shortfall”
September 13, 2012	April 30, 2020; provided, that if, September 13, 2018, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is September 13, 2018.	September 13, 2012	September 12, 2012	18.5	September 2012
September 28, 2012	April 30, 2020; provided, that if, as of September 28, 2018, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is September 28, 2018.	September 28, 2012	September 27, 2012	13.5	October 2012



Sale Supplement Date	“[ Servicing Fee Reset Date] ” where such reference appears in the definition of “Servicing Fee Reset Date ”	“[Date]” wherever such term appears	“[x]” in “Cut-Off Date”	“[x]” in “Excess Servicing Fees”	“[x]” in “Retained Servicing Fee Shortfall”
December 26, 2012	April 30, 2020; provided, that if, as of December 26, 2018, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is December 26, 2018.	December 26, 2012	December 24, 2012	16.0	January 2013
March 13, 2013	April 30, 2020; provided, that if, as of March 13, 2019, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is March 13, 2019.	March 13, 2013	March 12, 2013	15.0	March 2013



Sale Supplement Date	“[ Servicing Fee Reset Date] ” where such reference appears in the definition of “Servicing Fee Reset Date ”	“[Date]” wherever such term appears	“[x]” in “Cut-Off Date”	“[x]” in “Excess Servicing Fees”	“[x]” in “Retained Servicing Fee Shortfall”
May 21, 2013	April 30, 2020; provided, that if, as of May 21, 2019, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is May 21, 2019.	May 21, 2013	May 20, 2013	11.0	May 2013
July 1, 2013	April 30, 2020; provided, that if, as July 1, 2019, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is July 1, 2019.	July 1, 2013	June 30, 2013	10.5	July 2013



Sale Supplement Date	“[ Servicing Fee Reset Date] ” where such reference appears in the definition of “Servicing Fee Reset Date ”	“[Date]” wherever such term appears	“[x]” in “Cut-Off Date”	“[x]” in “Excess Servicing Fees”	“[x]” in “Retained Servicing Fee Shortfall”
October 25, 2013	April 30, 2020; provided, that if, as October 25, 2019, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s, then the Servicing Fee Reset Date is October 25, 2019.	October 25, 2013	October 24, 2013	11.0	November 2013

4.2 Schedules I through and including VI to the Sale Supplement, dated as of February 10, 2012 are as set forth on Annex I hereto.

4.3 Schedules I through and including VI to the Sale Supplement, dated as of May 1, 2012 are as set forth on Annex II hereto.

4.4 Schedules I through and including VI to the Sale Supplement, dated as of August 1, 2012 are as set forth on Annex III hereto.

4.5 Schedules I through and including VI to the Sale Supplement, dated as of September 13, 2012 are as set forth on Annex IV hereto.

4.6 Schedules I through and including VI to the Sale Supplement, dated as of September 28, 2012 are as set forth on Annex V hereto.

4.7 Schedules I through and including VI to the Sale Supplement, dated as of December 26, 2012 are as set forth on Annex VI hereto.

4.8 Schedules I through and including VI to the Sale Supplement, dated as of March 13, 2013 are as set forth on Annex VII hereto.

4.9 Schedules I through and including VI to the Sale Supplement, dated as of May 21, 2013 are as set forth on Annex VIII hereto

4.10 Schedules I through and including VI to the Sale Supplement, dated as of July 1, 2013 are as set forth on Annex IX hereto.

4.11 Schedules I through and including VI to the Sale Supplement, dated as of October 25, 2013 are as set forth on Annex X hereto.

Section 5. Servicer Ratings Increased Costs . Pursuant to Section 3 of Amendment No. 2, Seller agreed to pay to Holdings certain amounts in respect of “Increased Costs” (as defined in Amendment No. 2) resulting from any “SAF Downgrade Event” (as defined in Amendment No. 2). Seller hereby agrees to pay to Holdings, and Holdings hereby agrees to accept from Seller, $1,028,000 in immediately available funds on the Effective Date (such amount, the “ Final Increased Cost Payment ”) in full satisfaction of Seller’s past and future obligations in respect of Increased Costs pursuant to Section 3 of Amendment No. 2.

Section 6. Escrow Accounts and Custodial Accounts .

6.1 Commencing as of the Effective Date until the Investment Rights Expiration Date, Seller shall exercise any rights under each MSRPA Servicing Agreement to direct the investment of amounts in any Custodial Account or Escrow Account (including the depositary institution where any such Custodial Account or Escrow Account is maintained) in accordance with Holdings’ directions subject to the terms of such MSRPA Servicing Agreement, the related Mortgage Loan Documents and Applicable Law.

6.2 Commencing as of the Effective Date until the Investment Rights Expiration Date, Seller shall (i) cooperate with NRM and the Purchasers to renegotiate the terms of Seller’s existing bank escrow and custodial contracts related to the MSRPA Servicing Agreements and (ii) provide Holdings and NRM such information as Holdings or NRM may reasonably request with respect to the existing Custodial Accounts and Escrow Accounts including, but not limited to, the following information: interest rates, rate reset frequency, interest rate fixed versus floating, if floating, formula to calculate floating rate, earnings credits, account maintenance fees, wiring fees, FDIC fees, volume of ACH payments, and escrow/custodial reconciliations.

6.3 As of the Effective Date, Holdings shall be responsible for all future costs of establishing and maintaining the Custodial Accounts and Escrow Accounts for the related MSRPA Servicing Agreement in accordance with the provisions of the related MSRPA Servicing Agreement. Holdings hereby agrees to pay to Seller, and Seller hereby agrees to accept from Holdings, $7,474,735 in immediately available funds on the Effective Date (such amount, the “ Account Cost True-Up Payment ”) in full satisfaction of the amount of the costs payable by the Purchasers or any affiliate thereof to Seller or any affiliate thereof on account of establishing and maintaining the Custodial Accounts and Escrow Accounts from the period commencing on the applicable Closing Dates to and including the Effective Date, including but not limited to, payment of all mortgagor interest payments related to the Escrow Accounts from and after the Effective Date.

Section 7. Investment Income Earned on Amounts on Deposit in any Custodial Account or Escrow Accounts .

7.1 The Rights to MSRs held by Holdings include the right to receive any investment income earned on amounts on deposit in any Custodial Account or Escrow Account related to the MSRPA Servicing Agreements as of or after the applicable Closing Date pursuant to Section 2.5(a) of each Sale Supplement, but only to the extent the servicer is permitted to retain such investment income under the related MSRPA Servicing Agreement and under Applicable Law (such right, the “ Float Payment Right ”). Seller hereby agrees to pay to Holdings, and Holdings hereby agrees to accept from Seller, $13,011,836 in immediately available funds on the Effective Date (such amount, the “ Float True-Up Payment ”) in full satisfaction of the amount of the Float Payment not previously paid to Holdings in respect of the period from applicable Closing Dates to and including the Effective Date.

7.2 As of the Effective Date, the Purchasers shall be responsible for the payment of all future interest at the applicable stated rate on the funds on deposit in any Escrow Account that is payable to any Mortgagor under such MSRPA Servicing Agreement or under Applicable Law.

Section 8. Third Party Consents for Transfers to NRM Pursuant to the Transfer Agreement .

8.1 The parties hereto hereby agree to use best efforts to obtain all Third Party consents necessary or desirable to transfer the Seller Servicing Rights in respect of each MSRPA Servicing Agreement to NRM pursuant to the Transfer Agreement as quickly as possible. NRM shall not be required, however, to obtain ratings from any rating agencies to comply with its obligations under this Section 8.1 . The parties agree to act in a coordinated manner in obtaining such Third Party Consents such that the purposes of this Agreement are not frustrated.

8.2 Seller will fully involve NRM and its representatives and advisors in the diligence plan and processes relating to obtaining Third Party Consents. Seller will provide ongoing updates to NRM and its representatives and advisors as to the progress of obtaining such Third Party Consents including, but not limited to, written weekly progress reports detailing the following, among other fields to be determined, (i) the “Shared Costs” (as defined below) incurred to date, (ii) estimated future “Shared Costs” and the estimated timing of incurring such Shared Costs, (iii) an updated count of diligenced MSRPA Servicing Agreements, (iv) an updated “consent tracker” showing consents received and the status of consents that have been requested but not yet delivered, (v) a description of the MSRPA Servicing Agreements in respect of which the Transfer Date has occurred. Seller will consult with NRM and its representatives and advisors regarding the framework for obtaining Third Party Consents (including, but not limited to, the determination of any applicable due diligence fields and the methodology to the preparation, negotiation and distribution of applicable consents and notices), the budgeting expenses and any potential changes in the methodology of the project and the policies and procedures for obtaining Third Party Consents.

8.3 Seller will instruct the holders of any Third Party Consents, any rating agencies, Custodians, Trustees and their representatives and advisors to (i) recognize NRM as a full, interested party in the relevant servicing transaction, (ii) include NRM in correspondence, and (iii) provide NRM and its advisors and representatives with full access to all documentation and permit communications, in each case, regarding servicing transfers in respect of the MSRPA Servicing Agreements.

8.4 Seller will pay the first $5.0 million of costs relating to Servicing Agreement diligence and other costs related to (i) mutually beneficial aspects of the Third Party Consent process for transfers to NRM pursuant to the Transfer Agreement and (ii) the Third Party Consent process for transfers to third parties pursuant to Section 9.3 hereof. Thereafter, Seller and NRM will equally share in the reasonable, documented out-of-pocket costs in excess thereof. The $5.0 million of costs paid by Seller and the shared costs contemplated by the preceding sentence are referred to herein as the “ Shared Costs ”. The “Shared Costs” do not include legal expenses of Seller and its affiliates or NRM and its affiliates for any particular matter, event or issue in connection with obtaining the Third Party Consents or the transfers of servicing to NRM if both Seller (and/or any affiliate) and NRM (and/or any affiliate) determine it is reasonably necessary or appropriate to for such parties to separately incur legal expenses for such matter, event or issue (including, without limitation, the negotiation and execution of the Related Agreements).

8.5 Seller and NRM shall consult with each other prior to the payment of any fees (other than legal fees and expenses) payable to any third party in connection with the delivery of any Third Party Consent. Either Seller or NRM may instruct the other party to cease incurring any particular type of future Shared Costs on reasonable advance written notice to such other party; provided , however that no party may prevent any Seller Servicing Right from becoming a Transferred Servicing Right by refusing to allow the incurrence of Shared Costs constituting customary fees, expenses or costs of a trustee or rating agency in respect of any Securitization Transaction related to any such MSRPA Servicing Agreement necessary to complete such transfer.

8.6 The provisions of this Section 8 shall govern the allocation of costs of obtaining Third Party Consents in connection with the transfer of servicing to NRM pursuant to the Transfer Agreement notwithstanding any provision in the contrary in the MSR Purchase Agreement or Sale Supplements.

8.7 The Seller and the Purchasers agree to use best efforts to enter into the New RMSR Agreement promptly following the execution hereof but, in any event, no later than the expiration of the Option #1 Exercise Deadline for the initial Group. The New RMSR Agreement shall be drafted and entered into in accordance with the documentation principles set forth on Exhibit 8 attached hereto.

Section 9. Consent Non-Delivery Determination Dates .

9.1 If the Consent Non-Delivery Determination Date occurs in respect of any Group, Holdings may, in its sole and absolute discretion, pay Seller an amount equal to the Fee Restructuring Payment in respect of such Group on or before the Option #1 Exercise Deadline for such Group. In such a circumstance, Holdings shall pay the Fee Restructuring Payment by wire transfer of

immediately available funds prior to the end of the Option #1 Exercise Deadline to Seller’s account in the USVI pursuant to written instructions to be provided by Seller. Upon Holdings’ payment of the Fee Restructuring Payment in respect of any Group to Seller: (i) Seller shall service the related Mortgage Loans and perform its obligations under such Group, in accordance with the New RMSR Agreement and (ii) each MSRPA Servicing Agreement in such Group shall cease to be a “Deferred Servicing Agreement” for purposes of the MSR Purchase Agreement and Sale Supplements (although nothing shall impair the prior valid transfers of the Rights to MSRs, equity interests in Advance SPEs and Transferred Receivables Assets thereunder). Holdings’ option to pay Seller an amount equal to the Fee Restructuring Payment in respect of any Group as described above is referred to herein as the “ Fee Restructuring Payment Option ”.

9.2 If Holdings has not exercised the Fee Restructuring Payment Option for any Group before the Option #1 Exercise Deadline for such Group, Seller may, at its option in its sole and absolute discretion, purchase the following from the Purchasers in respect of such Group: (i) the Rights to MSRs at a purchase price in cash or other immediately available funds equal to (A) the greater of the related Average Third Party Mark and the related Internal Mark minus (B) an amount equal to the Fee Restructuring Payment for such Group and (ii) all related Transferred Receivables Assets at a purchase price in cash or other immediately available funds equal to the outstanding balance of such Transferred Receivables Assets. Seller’s option to purchase the Rights to MSRs and Transferred Receivables Assets in respect of any Group as described above is referred to herein as the “ Purchase Option ”. In order to exercise the Purchase Option for any Group, (i) Seller shall give written notice in respect thereof on before the Option #2 Exercise Deadline for such Group and (ii) Seller and Purchasers shall work in good faith to consummate such Purchase Option as soon as practicable (but, in any event, within fifteen (15) days (or, if Seller needs to obtain financing, thirty (30) days)) after the Purchasers’ receipt of such written notice from Seller.

9.3 If (x) Holdings has not exercised the Fee Restructuring Payment Option for any Group before the related Option #1 Exercise Deadline, and (y) Seller has not exercised the Purchase Option for any Group before the related Option #2 Exercise Deadline, the Purchasers and their affiliates may, at their option, in their sole and absolute discretion, market the related Servicing Rights for such Group (including the Rights to MSRs and any Transferred Receivables Assets) to any third parties. The following shall apply in the event of any such marketing:

(a) Purchasers shall deliver to Seller (i) all written term sheets, written offers submitted by third parties (including, in each case, those submitted in electronic form) and any non-disclosure agreements, in each case, in connection with such marketing promptly following its receipt thereof, and (ii) on a weekly basis, a written report (which may be delivered via email) generally describing the marketing process and any other written indications of interest that the Purchasers have received in connection with such marketing.

(b) Before the execution of the definitive documentation for any such sale in accordance with clause (f) below, so long as such winning bid is greater than or equal to the related Reservation Price, Seller will have the option to purchase the related Rights to MSRs in respect of such Group at the highest third party bid obtained minus the applicable Fee Restructuring Payment. If the winning bid is less than the related Reservation Price and the

Purchasers desire, in their sole and absolute discretion, to proceed with the sale, Seller shall have the option to purchase the related Rights to MSRs in respect of such Group at the highest third party bid obtained. If Seller does purchase such Rights to MSRs for such Group, Seller will also be required to purchase the related Transferred Receivables Assets for a price equal to the outstanding balance thereof. Holdings shall select the winning bid for any particular potential sale.

(c) If the Servicing Rights (including the Rights to MSRs and any Transferred Receivables Assets) are instead sold to a third party, Holdings shall (i) pay Seller an amount equal to the Fee Restructuring Payment in respect of such MSRPA Servicing Agreement on the related closing date and (ii) use reasonable efforts to encourage such third party to engage Seller as a subservicer in respect of such MSRPA Servicing Agreement. The Purchasers are entitled to all proceeds of such sale so long as Holdings pays to Seller the Fee Restructuring Payments in respect of the applicable MSRPA Servicing Agreements as contemplated by the preceding sentence.

(d) Immediately before any such sale to any third party or to Seller pursuant to this Section 9.3(b) , Purchasers and any applicable affiliates will transfer to Seller the related Rights to MSRs and the related Transferred Receivables Assets. Each of the parties hereto acknowledges and agrees that any such transfer to Seller before a transfer to a third party is effectuated by Seller merely as an accommodation party in order to facilitate the transfer of such Rights to MSRs and related Transferred Receivables Assets to a third party in accordance with this Section 9.3 , and as a result Seller will not acquire beneficial economic ownership of such Rights to MSRs or related Transferred Receivables Assets for tax purposes.

(e) In order to exercise the purchase option under Section 9.3(b) , (i) Seller shall give written notice in respect thereof within three (3) Business Days after the date bids are provided to Seller, and (ii) Seller and Purchasers shall work in good faith to consummate such Purchase Option as soon as practicable (but, in any event, within fifteen (15) days (or, if Seller needs to obtain financing, thirty (30) days)) after the Purchasers’ receipt of such written notice from Seller.

(f) In the case of marketing and sale of Servicing Rights to a third party pursuant to this Section 9.3 , Seller shall (and shall cause its applicable affiliates to) cooperate in connection with such marketing and sale. The definitive documentation for any such sale shall be in the form of a Third Party Purchase Agreement. Seller shall, promptly following Holdings’ request therefor, execute and deliver a Third Party Purchase Agreement in connection with such any sale to a third party. In addition, Seller shall use the same level of efforts to obtain any consents to effect any transfer of Servicing Rights to any third party as contemplated by this Section 9.3 as it is required to use pursuant to Sections 8.1 , 8.2 , and 8.3 hereof in connection with any proposed transfers to NRM.

(g) Seller and Holdings will equally share in the out-of-pocket costs of marketing any Servicing Rights and transferring such Servicing Rights to any third party as contemplated by this Section 9.3 (including legal fees associated with negotiation of a Third

Party Purchase Agreement with a third party buyer, Third Party Consent fees, and broker fees). Seller and Holdings shall consult with each other regarding the incurrence of any costs prior to incurring such costs.

9.4 If, after the Option #2 Exercise Deadline for any Group, the Purchasers and their affiliates market the related Servicing Rights for any Group as contemplated by Section 9.3 above and the Purchasers determine that such marketing is not satisfactory for any reason (or if the Purchasers otherwise determine that such marketing will not be satisfactory), (i) Holdings may, on notice to Seller, exercise the Fee Restructuring Payment Option for such Group on or before the second (2nd) Business Day (or such earlier time as designated by Holdings to Seller) after such determination (or (ii) if Holdings does not exercise the Fee Restructuring Payment Option on or before such second (2nd) Business Day (or such earlier time as designated by Holdings to Seller), Seller may, on notice to Holdings, exercise the Purchase Option for such Group at any time during the next six (6) Business Days. Seller and Purchasers shall work in good faith to consummate such Purchase Option as soon as practicable (but, in any event, within fifteen (15) days (or, if Seller needs to obtain financing, thirty (30) days)) after the Purchasers’ receipt of such written notice from Seller.

9.5 Holdings may exercise the Fee Restructuring Payment Option in respect of any Group (i) at any time during the period commencing at the related Consent Non-Delivery Determination Date for such MSRPA Servicing Agreement and ending at the Option #1 Exercise Deadline for such Group and (ii) otherwise in accordance with Section 9.4 .

9.6 Seller may exercise the Purchase Option in respect of any Group (i) at any time during the period commencing after the related Option #1 Exercise Deadline for such Group and ending at the Option #2 Exercise Deadline for such Group and (ii) otherwise in accordance with Section 9.4 .

9.7 In the event of any transfer of Rights to MSRs and any Transferred Receivables Assets by any Purchaser or any affiliate of any Purchaser pursuant to Section 9.3(d) , such transfer will be made pursuant to a transfer agreement substantially in the form attached hereto as Exhibit 3A . In the event of any sale of Rights to MSRs and any Transferred Receivables Assets by any Purchaser or any affiliate of any Purchaser pursuant to Section 9.2 , 9.3(b) or 9.4 hereof, such sale will be made pursuant to a sale agreement substantially in the form attached hereto as Exhibit 3B .

9.8 The Purchasers shall not have any obligation (i) to sell any Rights to MSRs or any Transferred Receivables Assets or (ii) permit the sale of the related Servicing Rights, as applicable, pursuant to Section 9.2 , 9.3 or 9.4 hereof unless and until the Purchasers and any applicable affiliates have received all necessary consents under any applicable SAF or mortgage servicing fee financing transaction. The Purchasers will use best efforts to obtain such necessary consents but shall not be required to refinance any indebtedness in connection with using such best efforts.

9.9 Upon any sale of Rights to MSRs or any Transferred Receivables Assets in accordance with this Section 9.2 , 9.3 or 9.4 , the related MSRPA Servicing Agreement shall cease to be a Deferred Servicing Agreement or otherwise subject to the MSR Purchase Agreement and Sale Supplements.

9.10 Holdings and Seller shall each pay 50% of the costs of any appraisals from Approved Third Party Appraisers in connection with this Section 9 . Holdings or its affiliates shall engage the Approved Third Party Appraisers in good faith for purposes of any delivery of third party appraisals for purposes of this Section 9 .

9.11 Until the earliest of the applicable closing date upon which (x) Holdings exercises the Fee Restructuring Payment Option for any MSRPA Servicing Agreement, (y) the parties have caused such MSRPA Servicing Agreement to cease to be a Deferred Servicing Agreement or otherwise subject to the MSR Purchase Agreement and Sale Supplements pursuant to Section 9.2 , 9.3 or 9.4 above or (z) the Transfer Date for such MSRPA Servicing Agreement occurs, such MSRPA Servicing Agreement shall continue to be a “Deferred Servicing Agreement” for purposes of the MSR Purchase Agreement and the applicable Sale Supplement.

Section 10. Standstill; Conditional Waivers of Specified Termination Events .

10.1 Each of the Purchasers agrees that from the Effective Date until the end of the Standstill Period, it will not exercise any contractual rights or remedies under the MSR Purchase Agreement or any Sale Supplement in respect of any Specified Termination Event unless, with respect to a continuing Termination Event in an affected Servicing Agreement, Purchaser determines in good faith that a trustee (or other party entitled to terminate) intends to terminate Seller or its related affiliate as servicer under such affected MSRPA Servicing Agreement. In the case of such a good faith determination of termination, the Purchasers may exercise all contractual rights under the MSR Purchase Agreement and the relevant Sale Supplements with respect to such affected MSRPA Servicing Agreement. Seller agrees to promptly notify Holdings (and to deliver to Holdings a copy of any written notification) of any communication received by Seller from a trustee (or other party entitled to terminate) under an affected Servicing Agreement relating to a solicitation of holders for a vote or request for direction or any communication from or on behalf of a trustee under any Deferred Servicing Agreement that such trustee (or other party entitled to terminate) has an intention to terminate Seller’s appointment as servicer under such Deferred Servicing Agreement provided that a solicitation of holders for a vote or request for direction regarding termination of Seller’s appointment as servicer shall not necessarily evidence, but could evidence depending on the language and the circumstances, intent of such trustee (or other party entitled to terminate) to terminate.

10.2 If the Specified Condition is satisfied prior to the end of the Full Waiver Eligibility Period, each Specified Termination Event shall be automatically waived by each of the Purchasers without any further action by the Purchasers.

10.3 Each of the Purchasers further agrees that, from the Effective Date until the end of the Standstill Period, it will not exercise any rights to cause a Servicing Rights Transfer to Holdings as contemplated by Section 2.2 of the Sale Supplements.

10.4 Nothing in this Section 10 shall in any way limit the right of the Purchasers to exercise any contractual rights or remedies at any time under the MSRPA Purchase Agreement or any Sale Supplement in respect of any Termination Event other than the Specified Termination Events.

Section 11. Sale of Rights to MSRs and Transferred Receivables Assets in Respect of the Designated Servicing Agreements .

11.1 Seller has agreed to buy and Purchaser has agreed to sell, transfer and assign (or cause the its applicable Affiliate(s) to sell, transfer and assign) to Seller all right title and interest of such Person in and to the Rights to MSRs and Transferred Receivables Assets in respect of each Designated Servicing Agreements promptly following the date on which the Purchasers have received all necessary consents under any applicable SAF or mortgage servicing fee financing transaction for such sale at a purchase price in cash or other immediately available funds equal the sum of (i) the related Designated Servicing Agreement Price, (ii) the outstanding balance of the related Transferred Receivables Assets, and (iii) the outstanding balance of all deferred and unpaid Servicing Fees under such Designated Servicing Agreement.

11.2 In the event of any sale of Rights to MSRs or any Transferred Receivables Assets by any Purchaser or any affiliate of any Purchaser pursuant to Section 11.1 above, such sale will be made pursuant to a sale agreement substantially in the form attached hereto as Exhibit 3B .

11.3 Upon any sale of Rights to MSRs or any Transferred Receivables Assets in accordance with this Section 11 , the related MSRPA Servicing Agreement shall cease to be a Deferred Servicing Agreement or otherwise subject to the MSR Purchase Agreement and Sale Supplements.

Section 12. Conditions Precedent to Effectiveness of this Agreement . This Agreement shall become effective on the date first set forth above upon the latest to occur of the following:

12.1 Seller’s, the Purchasers’ and NRM’s receipt of a copy of this Agreement duly executed by each of the parties hereto;

12.2 Seller’s, the Purchasers’ and NRM’s receipt of a copy of the Transfer Agreement and the NRM Subservicing Agreement duly executed by each of the parties thereto;

12.3 New Residential Investment Corp. and Ocwen Financial Corporation have entered into a mutually acceptable Transaction Agreement, dated as of the Effective Date, relating to New Residential Investment Corp.’s acquisition of certain common stock of Ocwen Financial Corporation; and

12.4 Holdings’ receipt of an amount equal to $6,565,101 (an amount equal to (i) the Float True-Up Payment payable to Holdings, plus (ii) the Final Increased Cost Payment payable to Holdings minus (iii) the amount of the Account Cost True-Up payable to Seller).

Section 13. Representations and Warranties of Seller to the Purchasers and NRM . Seller hereby represents and warrants to the Purchasers and NRM as follows as of the Effective Date:

13.1 It is duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to execute, deliver and perform this Agreement, the Related Agreements and each other document contemplated hereby to which it is a party and to consummate the transactions herein and therein contemplated.

13.2 The execution, delivery and performance of this Agreement, the Related Agreements and each such other document contemplated hereby, and the consummation of such transactions have been duly authorized by it and this Agreement and each such other document contemplated hereby constitute its legal, valid and binding obligation, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law).

13.3 The execution, delivery and performance of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby do not and will not conflict with the provisions of its governing instruments and will not violate any provisions of applicable law or regulation or any order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected.

13.4 As of the Effective Date, the Seller is not “insolvent” (as such term is defined in Section 101(32)(A) of the U.S. Bankruptcy Code).

13.5 Seller is not entering into the transactions contemplated by this Agreement with any intent to hinder, delay or defraud any of its creditors.

13.6 The aggregate consideration received by Seller pursuant to the transactions contemplated by this Agreement is fair consideration having reasonably equivalent value to the value of the rights and interests transferred hereunder and thereunder.

13.7 Purchasers have a perfected security interest in the Collateral (as defined in the Sale Supplements).

13.8 Seller has not created or granted a Lien or other adverse claim in the Rights to MSRs in respect of any MSRPA Servicing Agreement to any Person since the Sale Date under the applicable Sale Supplement.

Section 14. Representations and Warranties of the Purchasers and NRM to Seller . Each of the Purchasers and NRM hereby represents and warrants to Seller as follows as of the Effective Date:

14.1 It is duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to execute, deliver and perform this Agreement, the Related

Agreements and each other document contemplated hereby to which it is a party, as applicable, and to consummate the transactions herein and therein contemplated.

14.2 The execution, delivery and performance of this Agreement, the Related Agreements and each such other document contemplated hereby and the consummation of such transactions, as applicable, have been duly authorized by it and this Agreement, the Related Agreements and each such other document contemplated hereby constitute its legal, valid and binding obligation, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law).

14.3 The execution, delivery and performance of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby, as applicable, do not and will not conflict with the provisions of its governing instruments and will not violate any provisions of applicable law or regulation or any order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected.

14.4 Holdings represents that it may amend, under the terms of the applicable agreements, the existing SAF transactions to permit the financing of monthly advances and servicing advances arising under the related MSRPA Servicing Agreements currently subject to such SAFs after giving effect to the related Transfer Dates.

14.5 As of the Effective Date, each Purchaser and NRM are not “insolvent” (as such term is defined in Section 101(32)(A) of the U.S. Bankruptcy Code).

14.6 Neither NRM nor any Purchaser is entering into the transactions contemplated by this Agreement with any intent to hinder, delay or defraud any of its creditors.

14.7 The aggregate consideration received by NRM and each Purchaser pursuant to the transactions contemplated by this Agreement is fair consideration having reasonably equivalent value to the value of the rights and interests transferred hereunder and thereunder.

Section 15. Termination .

15.1 This Agreement shall terminate in full upon the earliest of (i) the occurrence of the Transfer Date in respect of all MSRPA Servicing Agreements, (ii) the date on which either NRM or Seller gives written notice the other party that it is terminating the NRM Subservicing Agreement in accordance with the terms thereof (provided that, solely in the case of a notice of termination of the NRM Subservicing Agreement from NRM to Seller delivered in connection with Section 5.1(b) of the NRM Subservicing Agreement, (x) this Agreement will not terminate if NRM provides simultaneous notice to Seller to the effect that both this Agreement and the Transfer Agreement are not also terminated, and (y) if no notice under prior clause (x) is given, this Agreement and the Transfer Agreement will terminate on the last Successor Transfer Date (as defined in the NRM

Subservicing Agreement), (iii) the written agreement of each of the parties hereto to terminate this Agreement, and (iv) January 23, 2019. Except as provided in Section 15.2, the termination of this agreement shall not terminate or otherwise alter the parties’ rights and obligations under the MSR Purchase Agreement and the Sale Supplements.

15.2 If the NRM Transfer Date occurs in respect of all MSRPA Servicing Agreements, each of the MSR Purchase Agreement and each Sale Supplement shall be terminated. The termination of the MSR Purchase Agreement and each Sale Supplement in accordance with this clause (b) shall not modify any prior sales and assignments of Rights to MSRs; equity interests in Advance SPEs and Transferred Receivables Assets pursuant to the MSR Purchase Agreement and the Sale Supplements. All rights and obligations of the parties to the MSR Purchase Agreement and the Sale Supplements that expressly survive the termination of any such agreement shall survive any termination contemplated by this clause (b).

15.3 The agreements, rights and obligations of the parties hereto under the following provisions of this Agreement shall survive termination of this Agreement: Section 1 , Section 2 , Section 3 , Section 4 , Section 5 , Section 6 , Section 7 , Section 8.4 , Section 9.10 , Section 10.2 , Section 13 , Section 14 , and Section 16 .

Section 16. Miscellaneous.

16.1 Cooperation with Financings . Seller hereby agrees to cooperate with the Purchasers, the Purchasers’ subsidiaries, NRM, their respective financing sources, any applicable underwriters, any applicable auditors, any applicable rating agencies and any applicable third parties (for example valuation agents and/or trustees) as applicable and consistent with past practices, in the execution, delivery and performance of servicing advance facility agreements and mortgage servicing right financing facility agreements reasonably requested by Purchasers, the Purchasers’ subsidiaries and NRM, as applicable, (including, without limitation, the execution, delivery and performance of servicing advance financings substantially similar to the existing servicing advance financing facilities related to the MSRPA Servicing Agreements) in connection with the transactions contemplated by the MSR Purchase Agreement and Sale Supplements (including any amendments related to the financing facilities (i) as contemplated by Section 9 in connection with any transfer) hereunder and (ii) the other transactions contemplated by the Related Agreements. Seller shall not be required to provide covenants, representations or agreements except those that are substantially the same as Seller has provided in connection with existing servicing advance facilities and mortgage servicing rights financing facilities related to the MSRPA Servicing Agreement. Neither Seller nor any affiliate thereof shall be entitled to additional compensation in connection with the execution, delivery and performance of such servicer advance financing facility agreements. [***]

16.2 Limited Effect . Except as expressly set forth above or in the attachments hereto, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, claim, cause of action, power or remedy of any party hereto, whether arising before or after the Effective Date, or constitute a waiver of any provision of any other agreement.

16.3 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but the same instrument. Any signature page to this Agreement containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

16.4 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

16.5 Headings . The descriptive headings of the various sections of this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions thereof.

16.6 Severability . The failure or unenforceability of any provision hereof shall not affect the other provisions of this Agreement. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

16.7 Further Assurances . Each party hereto shall execute and deliver in a reasonable timeframe such reasonable and appropriate additional documents, instruments or agreements and take such reasonable actions as may be necessary or appropriate to effectuate the purposes of this Agreement at the request of any other party hereto.

16.8 Exhibits and Schedules . The exhibits and schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

16.9 No Offset . No party hereto shall have any right to offset against any amount payable hereunder or other agreement to any other party, or otherwise reduce any amount payable hereunder as a result of, any amount owing by any other party hereto or any of its Affiliates to such party or any of its Affiliates.

16.10 Notices . All communications, notices, consents, waivers, and other communications under this Agreement, the MSR Purchase Agreement and the Sale Supplements must be in writing and be given in person or by means of facsimile or email (with request for assurance of receipt in a manner typical with respect to communications of that type), by overnight courier or by mail, and shall become effective: (a) on delivery if given in person; (b) on the date of transmission if sent by facsimile or email; (c) one (1) Business Day after delivery to the overnight service; or (d) four (4) Business Days after being mailed, with proper postage and documentation, for first-class registered or certified mail, prepaid.

Notices shall be addressed as follows:

If to Seller, to:

Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, FL 33409

Attention: Secretary

Telecopy Number: [***]

Confirmation Number: [***]

If to Holdings, to:

HLSS Holdings, LLC

c/o New Residential Investment Corp.

1345 Avenue of the Americas, 45th Floor

New York, New York 10105

Attention: [***]

Telephone: [***]

Email: [***]

If to MSR – EBO, to:

HLSS MSR – EBO Acquisition LLC

c/o New Residential Investment Corp.

1345 Avenue of the Americas, 26th Floor

New York, New York 10105

Attention: [***]

Telephone: [***]

Email: [***]

If to NRM, to:

New Residential Mortgage LLC

1345 Avenue of the Americas, 26th Floor

New York, New York 10105

Attention: [***]

Telephone: [***]

Email: [***]

provided , however , that if any party shall have designated a different address by notice to the others, then to the last address so designated.

16.11 Entire Agreement . This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and thereby and supersedes

any and all prior agreements, arrangements and understandings, both written and oral, between the parties relating to the subject matter hereof and thereof.

16.12 Submission to Jurisdiction . EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER OR BY ANY OTHER MANNER IN ACCORDANCE WITH LAW; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

16.13 Waiver of Jury Trial . EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

16.14 No Strict Construction . The parties agree that the language used in this Agreement and the Related Agreements is the language chosen by the parties to express their mutual intent and that no rule of strict construction is to be applied against either party. The parties and their respective counsel have reviewed and negotiated the terms of this Agreement and the Related Agreements.

16.15 Costs and Expenses . Except as otherwise expressly set expressly in this Agreement or the Related Agreements, each party hereto shall be responsible for its own costs and expenses incurred in connection with the negotiation and execution of this Agreement and all documents relating thereto.

16.16 Assignment; No Third−Party Beneficiaries .

(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b) This Agreement may not be assigned or otherwise transferred by operation of law or otherwise by any Purchaser or Seller without the express written consent of all parties to this Agreement and any such assignment or attempted assignment without such consent shall be void; provided , however , that (i) a Purchaser may pledge its rights to any Person providing financing to

such Purchaser or its Affiliates without the express written consent of Seller, and (ii) without limiting any other transfers that otherwise do not require the consent of Seller, following a Transfer Date, a Purchaser or any assignee or transferee thereof may transfer all or any interest in the Rights to MSRs or any Transferred Receivables Assets to any Person without the express written consent of Seller.

(c) This Agreement may not be assigned by NRM without the express written consent of Seller and any such assignment or attempted assignment without such consent shall be void except that NRM may assign or otherwise transfer any of its rights and obligations hereunder without the consent of Seller to any direct or indirect wholly-owned subsidiary of New Residential Investment Corp. that has been approved by and is in good standing with Fannie Mae, Freddie Mac and each applicable State Agency (as defined in the Transfer Agreement), as necessary, in order to acquire the Servicing Rights (as defined in the Transfer Agreement) pursuant to the Transfer Agreement, in any case, so long as such assignment and transfer does not materially delay the occurrence of the Transfer Dates contemplated by this Agreement and the Transfer Agreement.

(d) This Agreement is otherwise solely for the benefit of the parties hereto, and no provision of this Agreement shall be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right.

16.17 Specific Performance . The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. All parties hereto are entitled, without limiting their other remedies and without the necessity of proving actual damages or posting any bond, to equitable relief, including the remedy of specific performance or injunction, with respect to any breach or threatened breach of such covenants. Such relief shall be in addition to, and not in lieu of, all other remedies available at law or in equity to each party under this Agreement, the MSR Purchase Agreement, the Sale Supplements, the Transfer Agreement, the New RMSR Agreement or any agreement related thereto.

16.18 Amendment; Waivers . No amendment or modification of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed and delivered by its respective signatory thereunto duly authorized as of the date above written.



	OCWEN LOAN SERVICING, LLC


	By:	/s/ John P Kim
	Name:	John P Kim
	Title:	Senior Vice President

Signature Page to Master Agreement



	HLSS HOLDINGS, LLC

	By:	HLSS Roswell, LLC, its sole
		member


	By:	/s/ Matthew Gabriel Hoffman-Johnson
	Name:	Matthew Gabriel Hoffman-Johnson
	Title:	Attorney-In-Fact, Agent and Authorized
		Signatory

Signature Page to Master Agreement



	HLSS MSR – EBO ACQUISITION LLC

	By:	New Residential Investment Corp., its sole
		member


	By:	/s/ Matthew Gabriel Hoffman-Johnson
	Name:	Matthew Gabriel Hoffman-Johnson
	Title:	Attorney-In-Fact, Agent and Authorized
		Signatory

Signature Page to Master Agreement



	NEW RESIDENTIAL MORTGAGE LLC

	By:	New Residential Investment Corp., its sole
		member


	By:	/s/ Matthew Gabriel Hoffman-Johnson
	Name:	Matthew Gabriel Hoffman-Johnson
	Title:	Attorney-In-Fact, Agent and Authorized
		Signatory

Signature Page to Master Agreement

SCHEDULE 1

Previously Executed Amendments


1.	Amendment to Master Servicing Rights Purchase Agreement and Sale Supplements, dated as of December 26, 2012, among Ocwen Loan Servicing, LLC, as Seller, HLSS Holdings, LLC, as a Purchaser, and Home Loan Servicing Solutions, Ltd., as a Purchaser.


2.	Amendment to Sale Supplements, dated as of July 1, 2013 among Ocwen Loan Servicing, LLC, as Seller, HLSS Holdings, LLC, as a Purchaser, and Home Loan Servicing Solutions, Ltd., as a Purchaser.


3.	Amendment to Sale Supplement, dated as of September 30, 2013 among Ocwen Loan Servicing, LLC, as Seller, HLSS Holdings, LLC, as a Purchaser, and Home Loan Servicing Solutions, Ltd., as a Purchaser.


4.	Amendment to Sale Supplements, dated as of February 4, 2014 among Ocwen Loan Servicing, LLC, as Seller, HLSS Holdings, LLC, as a Purchaser, and Home Loan Servicing Solutions, Ltd., as a Purchaser.


5.	Amendment No. 2 to Master Servicing Rights Purchase Agreement and Sale Supplements, dated as of April 6, 2015, among Ocwen Loan Servicing, LLC, as Seller, HLSS Holdings, LLC, as a Purchaser, and Home Loan Servicing Solutions, Ltd., as a Purchaser, and HLSS MSR – EBO Acquisition LLC, as Buyer.


6.	February 2017 Amendment dated as of February 17, 2017 among Ocwen Loan Servicing, LLC, as Seller, HLSS Holdings, LLC, as a Purchaser, and HLSS MSR – EBO Acquisition LLC, as a Purchaser.

SCHEDULE 2

LUMP-SUM PAYMENT PERCENTAGES



Transfer Date Month	Lump-Sum Payment Percentages, in basis points
Apr-2017	37.2
May-2017	36.6
Jun-2017	36.1
Jul-2017	35.5
Aug-2017	34.9
Sep-2017	34.4
Oct-2017	33.9
Nov-2017	33.3
Dec-2017	32.8
Jan-2018	32.2
Feb-2018	31.5
Mar-2018	30.8
Apr-2018	30.1
May-2018	29.4
Jun-2018	28.6
Jul-2018	27.8
Aug-2018	27.0
Sep-2018	26.2
Oct-2018	25.3
Nov-2018	24.4
Dec-2018	23.5
Jan-2019	22.7
Feb-2019	21.9
Mar-2019	21.1
Apr-2019	20.3
May-2019	19.5
Jun-2019	18.7
Jul-2019	17.8
Aug-2019	16.8
Sep-2019	15.8
Oct-2019	14.6
Nov-2019	13.3
Dec-2019	12.0
Jan-2020	10.6
Feb-2020	8.9
Mar-2020	7.1
Apr-2020	5.2

Schedule 3

Wire Instructions

In the case of any payment to Seller:

Name of Bank: [***]

[***]

ABA Number: [***]

Name of Account: [***]

Account Number: [***]

Reference: [***]

In the case of any payment to Holdings:

Acct #: [***]

Acct Name: [***]

ABA #: [***]

Bank Name: [***]

In the case of any payment to MSR-EBO:

Acct #: [***]

Acct Name: [***]

ABA #: [***]

Bank Name: [***]

In the case of any payment to NRM:

Acct #: [***]

Acct Name: [***]

ABA #: [***]

Bank Name: [***]

EXHIBIT 1

Group Selection Procedures

Unless otherwise agreed in writing between Seller and Holdings, each “Group” shall be determined as follows:


•	On each Designation Date, Holdings shall designate a “Group” which shall consist of all of the MSRPA Servicing Agreements for which the Consent Non-Delivery Determination Date occurred on or after the most recent Designation Date (or, in the case of the initial Designation Date, on or after the Effective Date) and prior to such Designation Date.


•	On the one-year anniversary of the Effective Date, Holdings shall designate additional Groups in accordance with the following procedures:


o	The number of Groups designated on such date will be equal to the quotient (rounded up to the next whole number) of (i) the Grouping UPB (as defined below) divided by (ii) $15.0 billion. For example, if the Grouping UPB is $33.0 billion, there will be three (3) Groups.


§	If the number of Groups is two (2) or greater, the Fee Restructuring Payments allocable to such Groups shall be determined as set forth below.


o	Holdings will then determine the MSRPA Servicing Agreements allocated to each Group based on the related Delinquency Rates (as defined below) for such MSRPA Servicing Agreements such that:


§	the amount of the Grouping UPB allocated to any particular Group is substantially the same (it being understood that each such allocated amount of the Grouping UPB may vary by Groups by up to 10%); and

the MSRPA Servicing Agreements allocated to any particular Group are allocated based on the related Delinquency Rates of such MSRPA Servicing Agreement. By way of example, if there are three Groups, (i) the MSRPA Servicing Agreements (by Grouping UPB) with the lowest Delinquency Rates will be allocated to one Group, (ii) the MSRPA Servicing Agreements (by Grouping UPB) with the middle Delinquency Rates will be allocated to one Group and (iii) the MSRPA Servicing Agreements (by Grouping UPB) with the highest Delinquency Rates will be allocate to one Group.

For purposes hereof, the following terms shall have the following meanings:

“ Delinquency Rate ” means, for any MSRPA Servicing Agreement, the percentage (based on interest bearing principal balances) of Primary Mortgage Loans that are Delinquent as of June 30, 2018.

“ Delinquent ” means for any Mortgage Loan, any monthly payment due thereon is not made by the close of business on the day such monthly payment is required to be paid and remains unpaid for more than 30 days.

“ Grouping UPB ” means, for all MSRPA Servicing Agreements in respect of which the Consent Non-Delivery Determination Date occurs on the one-year anniversary of this Agreement or otherwise on or after the Designation Date occurring in April 2018, the aggregate unpaid interest bearing principal balance of the Primary Mortgage Loans under such MSRPA Servicing Agreements as of the close of business on June 30, 2018.

Unless otherwise agreed in writing between Seller and Holdings, if two (2) or more Groups are designated on the one-year anniversary of the Effective Date pursuant to the second bullet point in these Group Selection Procedures, the Fee Restructuring Payments for each such Group shall be determined as follows:


1.	Step 1: Holdings shall engage two Approved Third Party Appraisers to determine the Average Third Party Marks for each such Group.


2.	Step 2: Holding shall determine the Allocation Percentage for each such Group. The “Allocation Percentage” for each such Group shall mean the quotient of (i) the Average Third Party Mark for such Group divided by (ii) the aggregate of all Average Third Party Marks for all such Groups. The sum of the Allocation Percentages for all such Groups shall equal 100%.


3.	Step 3: Holdings shall then:


a.	determine the aggregate Lump-Sum Payments that Holdings would pay Seller if the Transfer Dates for all MSRPA Servicing Agreements in such Groups occurred on the one-year anniversary of the Effective Date. Such amount is the “Gross Amount”; and


b.	determine the Fee Restructuring Payment for each such Group, which shall equal the product of (i) the Gross Amount and (ii) the Allocation Percentage for such Group.

EXHIBIT 2

Form of Sale Supplement

[attached]

SALE SUPPLEMENT ¹

dated as of [Date]

among

OCWEN LOAN SERVICING, LLC, as Seller,

HLSS HOLDINGS, LLC, as Purchaser

and

HLSS MSR – EBO ACQUISITION LLC, as Purchaser

________________


1	As amended by Section 4 of the Master Agreement, dated as of July 23, 2017, among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR-EBO Acquisition LLC and New Residential Mortgage LLC (the “Master Agreement”).

TABLE OF CONTENTS



		Page
Article 1	DEFINITIONS; REFERENCE TO MASTER SERVICING RIGHTS PURCHASE AGREEMENT	1
Section 1.1	Definitions	1
Section 1.2	Reference to the Master Servicing Rights Purchase Agreement	8
Article 2	PURCHASE AND SALE OF SERVICING RIGHTS AND RIGHTS TO MSRS; ASSUMED LIABILITIES	8
Section 2.1	Assignment and Conveyance of Rights to MSRs	8
Section 2.2	Automatic Assignment and Conveyance of Servicing Rights.	8
Section 2.3	MSR Purchase Price.	9
Section 2.4	Assumed Liabilities and Excluded Liabilities.	9
Section 2.5	Remittance of Excess Servicing Fees, Servicing Advance Receivables Fees and Related Amounts.	11
Section 2.6	Payment of Estimated Purchase Price.	11
Section 2.7	Refinancing of Mortgage Loans..	11
Article 3	PURCHASE AND SALE OF SERVICING ADVANCE RECEIVABLES	12
Section 3.1	Assignment and Conveyance of Servicing Advance Receivables	12
Section 3.2	Servicing Advance Receivables Purchase Price	12
Section 3.3	Servicing Advances	13
Section 3.4	Reimbursement of Servicing Advances	13
Article 4	REPRESENTATIONS AND WARRANTIES OF SELLER	13
Section 4.1	General Representations	13
Section 4.2	Title to Transferred Assets	13
Section 4.3	Right to Receive Servicing Fees	14
Section 4.4	Servicing Agreements and Underlying Documents.	14
Section 4.5	Mortgage Pool Information, Related Matters	14
Section 4.6	Enforceability of Servicing Agreements	14
Section 4.7	Compliance With Servicing Agreements	15
Section 4.8	No Recourse	16
Section 4.9	The Mortgage Loans	16
Section 4.10	Servicing Advance Receivables	17
Section 4.11	Servicing Agreement Consents and Other Third Party Approvals	18
Section 4.12	Servicing Advance Financing Agreements	18
Section 4.13	Anti‑Money Laundering Laws	19
Section 4.14	Servicer Ratings	19
Section 4.15	Eligible Servicer	19
Section 4.16	HAMP	19
Article 5	CONDITIONS PRECEDENT	19
Section 5.1	Conditions to the Purchase of Certain Servicing Advance Receivables	19
Section 5.2	Conditions to the Purchase of the Rights to MSRs	19

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TABLE OF CONTENTS
(Continued)

Page



Article 6	SERVICING MATTER	20
Section 6.1	Seller as Servicer	20
Section 6.2	Servicing	20
Section 6.3	Collections from Obligors and Remittances	20
Section 6.4	Servicing Practices	21
Section 6.5	Servicing Reports	21
Section 6.6	Escrow Accounts	21
Section 6.7	Notices and Financial Information.	21
Section 6.8	Defaults under Deferred Servicing Agreements	21
Section 6.9	Continuity of Business	21
Section 6.10	Clean Up Call Rights	22
Section 6.11	Amendments to Deferred Servicing Agreements; Transfer of Servicing Rights	22
Section 6.12	Assumption of Servicing Duties; Transfer of Rights to MSRs and Servicing Rights	23
Section 6.13	Termination Event	23
Section 6.14	Servicing Transfer	23
Section 6.15	Incorporation of Provisions from Subservicing Agreement	23
Article 7	SELLER SERVICING FEES; COSTS AND EXPENSES	23
Section 7.1	Seller Monthly Servicing Fee	23
Section 7.2	Performance Fee	24
Section 7.3	Costs and Expenses	24
Section 7.4	Ancillary Income	25
Section 7.5	Calculation and Payment	25
Section 7.6	No Offset	25
Section 7.7	Servicing Fee Reset Date	25
Article 8	INDEMNIFICATION	25
Section 8.1	Seller Indemnification of Purchasers	25
Section 8.2	Purchasers Indemnification of Seller	26
Section 8.3	Indemnification Procedures	26
Section 8.4	Tax Treatment	27
Section 8.5	Survival	27
Section 8.6	Additional Indemnification	28
Section 8.7	Specific Performance	28
Article 9	GRANT OF SECURITY INTEREST	28
Section 9.1	Granting Clause	28
Article 10	MISCELLANEOUS PROVISIONS	30
Section 10.1	Further Assurances	30
Section 10.2	Compliance with Applicable Laws; Licenses	30
Section 10.3	Merger, Consolidation, Etc	30
Section 10.4	Annual Officer’s Certificate	30
Section 10.5	Accounting Treatment	31
Section 10.6	Incorporation	31
Section 10.7	Third Party Beneficiaries	31

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TABLE OF CONTENTS
(Continued)

Page

Exhibit A Form of Monthly Remittance Report

Schedule I Servicing Agreements

Schedule II Underlying Documents

Schedule III Retained Servicing Fee Percentage

Schedule IV Target Ratio

Schedule V Valuation Percentage

Schedule VI Amortization Percentage

-iii-

SALE SUPPLEMENT

This Sale Supplement, dated as of [Date] (this “ Sale Supplement ”), is among Ocwen Loan Servicing, LLC, a Delaware limited liability company (“ Seller ”), HLSS Holdings, LLC, a Delaware limited liability company (“ Holdings ”), and HLSS MSR – EBO Acquisition LLC, a Delaware limited liability company (as assignee of Home Loan Servicing Solutions, Ltd., “ MSR – EBO ”, each of MSR-EBO and Holdings, a “ Purchaser ”, and together, the “ Purchasers ”).

WITNESSETH :

WHEREAS, Seller and the Purchasers are parties to that certain Master Servicing Rights Purchase Agreement, dated as of February 10, 2012 (as amended, supplemented and modified from time to time), and that certain Master Servicing Rights Purchase Agreement, dated as of October 1, 2012 (as amended, supplemented and modified from time to time, the “ Agreement ”), in each case with respect to the sale by Seller and the purchase by the Purchasers of the Servicing Rights and other assets; and

WHEREAS, Seller and the Purchasers desire to enter into the transactions described in the Agreement as supplemented by this Sale Supplement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows:

Article 1

DEFINITIONS; REFERENCE TO MASTER SERVICING RIGHTS PURCHASE AGREEMENT

Section 1.1 Definitions. (a) For purposes of this Sale Supplement, the following capitalized terms shall have the respective meanings set forth or referenced below:

“Additional Servicing Advance Receivable”: As defined in Section 3.1 .

“Advance SPEs”: Each of (i) HLSS Servicer Advance Facility Transferor II, LLC, HLSS Servicer Advance Facility Transferor MS3 LLC, NRZ Advance Facility Transferor 2015-ON1 LLC, NRZ Servicer Advance Facility Transferor (ON) JPMC LLC, Delaware limited liability companies, HLSS Servicer Advance Receivables Trust II, HLSS Servicer Advance Receivables Trust MS3, NRZ Advance Receivables Trust 2015-ON1, and NRZ Servicer Advance Receivables Trust (ON) JPMC and (ii) such other special purpose subsidiaries of Holdings established from time to time in connection with a Servicing Advance Financing Agreement.

“Amortization Percentage”: For each calendar month following the Closing Date, the percentage set forth on Schedule VI to this Sale Supplement for such calendar month.

“Assumed Liabilities”: As defined in Section 2.4 .

“Closing Date”: [Date]; provided that, with respect to Section 5.3 of the Agreement, the Closing Date shall be the related Servicing Transfer Date.

“Closing Statement”: The statement delivered by Seller to the Purchasers on the Closing Statement Delivery Date setting forth the good faith calculation of the Estimated Purchase Price.

“Closing Statement Delivery Date”: The Closing Date, unless otherwise agreed by Seller and the Purchasers.

“Consent Period”: For each Deferred Servicing Agreement and each related Deferred Servicing Right, the period, if any, from and including the Closing Date to and including the related Servicing Transfer Date.

“Cut‑off Date”: [x], or such other date as is agreed by Seller and the Purchasers.

“Deferred Mortgage Loan”: A mortgage loan subject to a Deferred Servicing Agreement.

“Deferred Servicing Agreement”: As of any date of determination, each Servicing Agreement that is not a Transferred Servicing Agreement on such date. For avoidance of doubt, on the Closing Date each Servicing Agreement is a Deferred Servicing Agreement.

“Deferred Servicing Right”: As of any date of determination, each Servicing Right arising under a Servicing Agreement that is a Deferred Servicing Agreement on such date.

“Excess Servicing Advances”: For any calendar month, the amount, if any, by which the outstanding Servicer 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.

“Excess Servicing Fees”: For any calendar month, an amount equal to the product of (i) [x] annualized basis points and (ii) the aggregate unpaid principal balance of the Mortgage Loans underlying the Rights to MSRs as of the close of business on the last Business Day of the prior calendar month.

“Excluded Liabilities”: As defined in Section 2.4(c) .

“Fannie Mae”: means the Federal National Mortgage Association, or any successor thereto.

“Freddie Mac”: Means the Federal Home Loan Mortgage Corporation, or any successor thereto.

“Indemnified Person”: A Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“Indemnifying Person”: The Seller pursuant to Section 8.1 or the Purchasers pursuant to Section 8.2 , as the case may be.

“Initial Servicing Advance Receivable”: As defined in Section 3.1 .

“Investor”: With respect to any Securitization Transaction, any holder or other beneficial owner of any securities issued by the related Trust.

“Liability”: As defined in Section 8.1 .

“Monthly Remittance Report”: With respect to each Deferred Servicing Agreement, a report substantially in the form attached as Exhibit A to this Sale Supplement or in such other form as may be agreed to by Seller and the Purchasers from time to time.

“Monthly Servicing Fee”: For each calendar month, the Base Subservicing Fee (as defined in the Subservicing Supplement) for such calendar month together with the Seller Monthly Servicing Fee for such calendar month.

“Monthly Servicing Oversight Report”: A report with respect to all of the Deferred Servicing Agreements and related Mortgage Loans in such form as may be agreed to by Seller and the Purchasers from time to time.

“MSR Purchase Price”: For each Servicing Agreement, an amount equal to the product of (i) the Valuation Percentage for such Servicing Agreement and (ii) the aggregate unpaid principal balance of the Mortgage Loans subject to such Servicing Agreement as of the Closing Date.

“P&I Advance”: As defined in the Subservicing Agreement.

“Performance Fee”: As defined in Section 7.2 .

“Purchaser Indemnified Party”: As defined in Section 8.2 .

“Purchase Price”: The sum of (a) the aggregate MSR Purchase Price for all of the Servicing Agreements and (b) the aggregate Servicing Advance Receivables Purchase Price for any Initial Servicing Advance Receivables.

“Retained Servicing Fee”: 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 Deferred Servicing Agreements and the Transferred 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”: For any calendar month, the percentage set forth on Schedule III to this Sale Supplement.

“Retained Servicing Fee Shortfall”: For any calendar month, beginning in [x], 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 Advance Receivables Fees actually received by Holdings with respect to the Deferred Servicing Agreements and pursuant to the Transferred Servicing Agreements during such calendar month (whether directly pursuant to such Transferred

Servicing Agreements or pursuant to this Sale Supplement) over (y) the Monthly Servicing Fee for such calendar month.

“Rights to MSRs”: For each Servicing Agreement, each of the following assets:

(a) all Servicing Fees payable to Seller as of or after the Closing Date under such Servicing Agreement and the right to receive all Servicing Fees accruing and payable as of or after the Closing Date under such Servicing Agreement;

(b) the right to receive any investment income earned on amounts on deposit in any Custodial Account or Escrow Account related to such Servicing Agreements as of or after the Closing Date;

(d) any proceeds of any of the foregoing.

“Sale Date”: For each Servicing Advance Receivable, the date on which such Servicing Advance Receivable is transferred to Holdings pursuant to Section 3.1 .

“Seller Indemnified Party”: As defined in Section 8.1 .

“Seller Monthly Servicing Fee”: As defined in Section 7.1 .

“Servicing Advance Financing Agreements”: Each of:

(a) that certain Fifth Amended and Restated Indenture, dated as of December 22, 2015, among HLSS Servicer Advance Receivables Trust II, as issuer, Deutsche Bank National Trust Company, as indenture trustee, calculation agent, paying agent and securities intermediary, Holdings, as administrator and servicer, Seller, as servicer and as a subservicer, and Barclays Bank PLC, as administrative agent, and each other “Transaction Document” as such term is defined therein, in each case as the same may be amended from time to time;

(b) that certain Indenture, dated as of May 14, 2015, among HLSS Servicer Advance Receivables Trust MS3, as issuer, Deutsche Bank National Trust Company, as indenture trustee, calculation agent, paying agent and securities intermediary, Holdings, as administrator and servicer, Seller, as servicer and as a subservicer, and Morgan Stanley Bank, N.A., as administrative agent, and each other “Transaction Document” as such term is defined therein, in each case as the same may be amended from time to time;

(c) that certain Indenture, dated as of August 28, 2015, among NRZ Advance Receivables Trust 2015-ON1, as issuer, Deutsche Bank National Trust Company, as indenture trustee, calculation agent, paying agent and securities intermediary, Holdings, as administrator and servicer, Seller, as servicer and as a subservicer, and Credit Suisse AG, New York Branch, as administrative agent, and each other “Transaction Document” as such term is defined therein, in each case as the same may be amended from time to time;

(d) that certain Indenture, dated as of December 11, 2015, among NRZ Servicer Advance Receivables Trust (ON) JPMC, as issuer, Deutsche Bank National Trust Company, as indenture trustee, calculation agent, paying agent and securities intermediary, Holdings, as administrator and servicer, Seller, as servicer and as a subservicer, and JPMorgan Chase Bank, N.A., as administrative agent, and each other “Transaction Document” as such term is defined therein, in each case as the same may be amended from time to time; and

(e) any other agreement agreed to from time to time by Seller and Holdings as a “Servicing Advance Financing Agreement” for purposes of the Agreement.

“Servicing Advance Payment Date”: (a) For any Initial Servicing Advance Receivable, the Closing Date and (b) for any Additional Servicing Advance Receivable, the Funding Date (as defined in the Servicing Advance Financing Agreement) for such Additional Servicing Advance Receivable.

“Servicing Advance Receivable”: For each Servicer Advance, the right to receive reimbursement for such Servicer Advance under the Servicing Agreement pursuant to which such Servicer Advance was made.

“Servicing Advance Receivables Fees”: For any calendar month, an amount equal to the excess of the aggregate amount of Servicing Fees paid to Seller for such calendar month under each Servicing Agreement over the Excess Servicing Fees for such calendar month.

“Servicing Advance Receivable Purchase Price”: With respect to each Servicing Advance Payment Date, for each Servicing Advance Receivable, the outstanding amount that is reimbursable under the related Servicing Agreement with respect to such Servicing Advance Receivable as of such Servicing Advance Payment Date.

“Servicing Agreement”: Each of the servicing agreements described on Schedule I and each of the Underlying Documents described on Schedule II governing the rights, duties and obligations of Seller as servicer under such agreements.

“Servicing Fee Reset Date”: [Servicing Fee Reset Date as defined in each Sale Supplement in the Master Agreement].

“Servicing Rights Assets”: As defined in Section 2.2 .

“Servicing Transfer Date”: With respect to each Servicing Agreement, the date on which all of the Third Party Consents related to such Servicing Agreement necessary to transfer the related Servicing Rights to the Purchasers are received or such later date mutually agreed to by Seller and the Purchasers, which date shall not occur until the end of the Standstill Period as defined in the Master Agreement.

“Special Damages”: As defined in Section 8.3(d) .

“Subservicing Agreement”: That certain Master Subservicing Agreement, dated as of October 1, 2012, between the Seller, as subservicer, and Holdings, as servicer, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Subservicing Supplement”: That certain Subservicing Supplement, dated as of [Date], between the Seller, as subservicer, and Holdings, as servicer, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Summary Schedule”: As defined in Section 4.5(a) .

“Target Ratio” for each calendar month shall mean the amount specified in Schedule IV with respect to such month.

“Termination Event” means the occurrence of any one or more of the following events (whatever the reason for the occurrence of such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) Seller fails to remit any payment required to be made under the terms of this Sale Supplement (to the extent not resulting solely from Holdings failing to purchase a Servicing Advance Receivable required to be purchased by Holdings under this Sale Supplement), which continues unremedied for a period of one (1) Business Day after the date on which written notice of such failure shall have been given by Holdings to Seller;

(b) Seller fails to deliver any required information or report that is complete in all material respects as required pursuant to this Sale Supplement in the manner and time frame set forth herein, which failure continues unremedied for a period of two (2) Business Days after the date on which written notice of such failure shall have been given to Seller by Holdings;

(c) Seller fails to observe or perform in any material respect any other covenant or agreement of Seller set forth in the Agreement or this Sale Supplement, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been given to Seller by Holdings; provided, however, in the event that any such default is incurable by its own terms, a Termination Event shall be deemed to occur immediately hereunder without regard to the thirty (30) day cure period set forth above;

(d) a material breach by Seller of any representation and warranty made by it in the Agreement or this Sale Supplement, which breach continues unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been given to Seller by Holdings; provided, however, in the event that any such default is incurable by its own terms, a Termination Event shall be deemed to occur immediately hereunder without regard to the thirty (30) day cure period set forth above;

(e) Seller fails to maintain residential primary servicer ratings for subprime loans of at least “Average” by Standard & Poor’s Rating Services, a division of Standards & Poor’s Financial

Services LLC (or its successor in interest), “SQ3” by Moody’s Investors Service, Inc. (or its successor in interest) and “RPS4” and “RSS4” by Fitch Ratings (or its successor in interest);

(f) Seller ceases to be a Fannie Mae, Freddie Mac or FHA approved servicer;

(g) the occurrence of a Material Adverse Event;

(h) any of the conditions specified in the applicable “Servicer Default”, “Servicer Event of Default,” “Event of Default,” “Servicing Default” or “Servicer Event of Termination” or similar sections of any Deferred Servicing Agreement or any related Underlying Document shall have occurred with respect to Seller for any reason not caused by the Purchasers (other than as a result of any delinquency or loss trigger which was already triggered as of the Closing Date with respect to such Deferred Servicing Agreement); provided that Seller shall be entitled to any applicable cure period set forth in such Deferred Servicing Agreement or Underlying Document;

(i) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding‑up or liquidation of its affairs, shall have been entered against Seller and such decree or order shall have remained in force undischarged or unstayed for a period of thirty (30) days;

(j) Seller shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Seller or of or relating to all or substantially all of its property; or

(k) Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.

“Third‑Party Claim”: As defined in Section 8.3(b) .

“Transferred Assets”: The Rights to MSRs and the Transferred Servicing Rights.

“Transferred Receivables Assets”: As defined in Section 3.1 .

“Transferred Servicing Agreement”: As of any date of determination, a Servicing Agreement with respect to which the related Servicing Rights have been transferred to the Purchasers pursuant to Section 2.2 of this Sale Supplement or to its designee in accordance with the terms of this Sale Supplement on or prior to such date. For the avoidance of doubt, on the Closing Date no Servicing Agreement is a Transferred Servicing Agreement.

“Transferred Servicing Rights”: As of any date of determination, any Servicing Rights that have been transferred to Holdings pursuant to Section 2.2 of this Sale Supplement on or prior to such date.

“UCC”: As defined in Section 3.1 .

“Valuation Percentage”: For each Servicing Agreement, the valuation percentage for such Servicing Agreement as set forth in Schedule V hereto.

(b) Any capitalized term used but not defined in this Sale Supplement shall have the meaning assigned to such term in the Agreement.

Section 1.2 Reference to the Master Servicing Rights Purchase Agreement. Each of Seller and Purchasers agrees that (a) this Sale Supplement is a “Sale Supplement” executed pursuant to Section 2.1 of the Agreement, (b) the terms of this Sale Supplement are hereby incorporated into the Agreement with respect to the Servicing Agreements and the related Mortgage Loans to the extent set forth therein and herein, and (c) the terms of this Sale Supplement apply to the Servicing Agreements specified herein and not to any other “Servicing Agreement” as that term is used in the Agreement. In the event of any conflict between the provisions of this Sale Supplement and the Agreement, the terms of this Sale Supplement shall prevail; provided, that in the event of any conflict between the provisions of this Sale Supplement and the Master Agreement, the terms of the Master Agreement shall prevail.

ARTICLE 2

PURCHASE AND SALE OF SERVICING RIGHTS
AND RIGHTS TO MSRS; ASSUMED LIABILITIES

Section 2.1 Assignment and Conveyance of Rights to MSRs.

(a) As of the Closing Date, subject to the terms and conditions set forth in the Agreement and this Sale Supplement, Seller does hereby sell, convey, assign and transfer, in each case, without recourse except as provided herein, free and clear of any Liens, (i) to MSR – EBO all of its right, title and interest in and to all of the Excess Servicing Fees for each of the Servicing Agreements, and (ii) to Holdings, any and all other right, title and interest in and to all of the Rights to MSRs for each of the Servicing Agreements.

(b) On and after the Closing Date, Holdings shall be obligated to maintain a complete and accurate list of Servicing Agreements that are Deferred Servicing Agreements and Transferred Servicing Agreements, as the same shall be amended and modified from time to time in connection with Deferred Servicing Agreements becoming Transferred Servicing Agreements as contemplated by the terms and provisions of this Sale Supplement. The list of Deferred Servicing Agreements and Transferred Servicing Agreements maintained by the Purchasers under this Section 2.1(b) shall be (x) available for inspection by Seller at any time during normal business hours and (y) presumed to be accurate absent manifest error on the part of the Purchasers.

Section 2.2 Automatic Assignment and Conveyance of Servicing Rights. As of the Servicing Transfer Date with respect to each Servicing Agreement, Seller does hereby sell, convey, assign and transfer to Holdings, without recourse except as provided herein, free and clear of any Liens, without further action by any Person, all of its right, title and interest in and to the following assets (the “Servicing Rights Assets”):

(a) the Servicing Rights in respect of all of the Mortgage Loans and REO Properties related to such Servicing Agreement, in each case together with all related security, collections and payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing, other than the Excess Servicing Fees previously conveyed to Home Loan Servicing Solutions, Ltd. (and then assigned its interests therein to MSR – EBO) pursuant to Section 2.1;

(b) all Ancillary Income and Prepayment Interest Excess received as of or after the related Servicing Transfer Date under such Servicing Agreements and any rights to exercise any optional termination or clean-up call provisions under such Servicing Agreements;

(d) all files and records in Seller’s possession or control, including the related Database, relating to the Servicing Rights Assets specified in clauses (a), (b) and (c);

(e) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by Seller to the extent related exclusively to such Servicing Rights Assets and/or the Assumed Liabilities; and

(f) any proceeds of any of the foregoing.

Section 2.3 MSR Purchase Price . Subject to the conditions set forth in this Sale Supplement and the Agreement, as consideration for the purchase of the Rights to MSRs and the Servicing Rights Assets, MSR – EBO shall pay the portion of the MSR Purchase Price attributable to the value of the Excess Servicing Fees for each Servicing Agreement, and Holdings shall pay the portion of the MSR Purchase Price attributable to the value of the remainder of the Rights to MSRs and the Servicing Rights Assets, in each case for each Servicing Agreement, to Seller.

Section 2.4 Assumed Liabilities and Excluded Liabilities .

(a) Upon the terms and subject to the conditions set forth herein and in the Agreement, Holdings shall assume, (i) prior to the Servicer Transfer Date for each Servicing Agreement, and solely as between Holdings and Seller, all of the duties, obligations and liabilities of Seller (other than the Excluded Liabilities), as servicer but subject to such Servicing Agreements, and provided that Seller will continue to act as the servicer as set forth herein and in no event shall Holdings be a subservicer, subcontractor or servicer within the meaning of a Servicing Agreement prior to the related Servicing Transfer Date and (ii) as of or after the Servicing Transfer Date for each Servicing Agreement, all of the duties, obligations, and liabilities of Seller (other than the Excluded Liabilities) as servicer accrued and pertaining solely to the period from and after such Servicing Transfer Date relating to the Servicing Rights that are subject to such Servicing Agreement (the “ Assumed Liabilities ”).

(b) Holdings hereby agrees to act as servicer under each Servicing Agreement following the related Servicing Transfer Date and assumes responsibility for the due and punctual performance

and observance of each covenant and condition to be performed or observed by the servicer under the applicable Servicing Agreement, including the obligation to service each Mortgage Loan in accordance with the terms of the related Servicing Agreement and to pay any Excess Servicing Fees to MSR – EBO on and after such Servicing Transfer Date; provided , however , that the parties hereto acknowledge and agree that neither the Purchasers nor any successor servicer assumes any liabilities of Seller, or any obligations of Seller relating to any period of time prior to the applicable Servicing Transfer Date. Seller hereby acknowledges that neither this Sale Supplement nor the Agreement limits or otherwise releases it from its liabilities for its acts or omissions as the servicer under the Servicing Agreements prior to the related Servicing Transfer Date. Holdings hereby acknowledges that Seller shall have no further obligation as servicer under any of the Servicing Agreements on and after the related Servicing Transfer Date, except to the extent set forth in this Sale Supplement, the Agreement, the Subservicing Agreement and the Subservicing Supplement.

(c) Notwithstanding anything to the contrary contained herein, the Purchasers do not assume any duties, obligations or liabilities of any kind, whether known, unknown, contingent or otherwise, (i) not relating to the Transferred Servicing Rights or the Assumed Liabilities, (ii) attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates, agents, contractors or representatives, including, without limitation, any subservicer of the Mortgage Loans) prior to the applicable Servicing Transfer Date, (iii) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates, agents, contractors or representatives, including, without limitation, any subservicer of the Mortgage Loans) prior to the applicable Servicing Transfer Date or (iv) relating to any representation and warranty made by Seller or any of its Affiliates with respect to the related Mortgage Loans or the Transferred Assets (the “ Excluded Liabilities ”). Without limiting the generality of the foregoing, it is not the intention that the assumption by the Purchasers of the Assumed Liabilities shall in any way enlarge the rights of any third parties relating thereto. Nothing contained in the Agreement or this Sale Supplement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee.

(d) From and after the related Servicing Transfer Date, except as otherwise provided for in Section 8.3 of this Sale Supplement, (i) Holdings shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto, subject to the terms of the related Servicing Agreements and (ii) Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto. Except as otherwise provided in this Sale Supplement, (i) Seller shall promptly notify Holdings of any claim made against Seller with respect to the Assumed Liabilities or the Transferred Assets and shall not voluntarily make any payment of, settle or offer to settle, or consent or compromise or admit liability with respect to, any Assumed Liabilities or Transferred Assets without the prior written consent of Holdings and (ii) Holdings shall promptly notify Seller of any claim made against the Purchasers with respect to the Excluded Liabilities and shall not voluntarily make any payment of, settle or offer to settle, or consent or compromise or admit liability with respect to, any Excluded Liabilities without the prior written consent of Seller.

Section 2.5 Remittance of Excess Servicing Fees, Servicing Advance Receivables Fees and Related Amounts .

(a) Seller shall, to the extent permitted under any Deferred Servicing Agreement cause(i)any Excess Servicing Fees to be deposited directly into MSR – EBO’s account in accordance with MSR – EBO’s written directions and (ii) any Servicing Advance Receivables Fees, any investment income earned on any amounts or deposit in any Custodial Accounts and Escrow Accounts that are payable to Seller on or after the Closing Date under such Deferred Servicing Agreement, to be deposited directly into Holdings’ account in accordance with Holdings’ written directions. In any case, Seller shall within one (1) Business Day of the receipt thereof, remit to the related Purchaser any such amounts and, to the extent Seller is permitted to retain such amounts under the related Servicing Agreement, any investment income earned on any amounts or deposit in any Custodial Accounts and Escrow Accounts that are received by Seller under any Deferred Servicing Agreement after the Closing Date. Any such amounts shall be remitted in accordance with such Purchaser’s written directions.

(b) Seller shall exercise any rights under any Deferred Servicing Agreement to direct the investment of amounts in any Custodial Account or Escrow Account in accordance with Holdings’ directions and the terms of the related Deferred Servicing Agreement, the related Mortgage Loan Documents and Applicable Law.

Section 2.6 Payment of Estimated Purchase Price . Subject to the conditions set forth in this Sale Supplement and the Agreement, MSR – EBO and Holdings shall pay the Estimated Purchase Price to Seller at the Closing. The Estimated Purchase Price shall be reconciled to the final Purchase Price in accordance with Section 2.5 of the Agreement.

Section 2.7 Refinancing of Mortgage Loans . If any mortgage loan (“Refinanced Mortgage Loan”) included in the sale of Rights to MSRs for any Servicing Agreement listed in Schedule 1 of the Sale Supplements is refinanced by Ocwen Financial Corporation, its affiliates or its vendors, the Seller hereby sells, assigns, transfers and conveys, in each case, without recourse except as provided herein, free and clear of any Liens, (the “Transfer of New Mortgage Loans”) to (i) MSR – EBO all of its rights, title and interest in and to all of the Excess Servicing Fees for the related mortgage loan (“New Mortgage Loan”), and (ii) to Holdings, any and all right, title and interest in and to all of the Rights to MSRs for the related New Mortgage Loan. The Transfer of New Mortgage Loans will be effective on the date on which a Refinanced Mortgage Loan is prepaid by the related New Mortgage Loan. On such date, the Seller shall execute and deliver an agreement, with a schedule of mortgage loans, documenting the Transfer of the Excess Servicing Fees and Rights to MSRs of New Mortgage Loans to the Purchaser. For the avoidance of doubt, any New Mortgage Loan shall be deemed to be included in the list of servicing agreements listed in Schedule I of the related Sale Supplement.

The above Section 2.7 Refinancing of Mortgage Loans shall only apply when the aggregate unpaid principal balance of all Refinanced Mortgage Loans refinanced by Ocwen Financial Corporation, its affiliates or its vendors, exceeds 0.50% of the aggregate unpaid principal balance, as measured at the beginning of the most recent calendar year plus the weighted average of the unpaid principal balance of any Rights to MSRs sold to the Purchasers during the calendar year, of

all mortgage loans for which the Rights to MSRs have been sold to the Purchasers under the Master Servicing Rights Purchase Agreement.

ARTICLE 3

PURCHASE AND SALE OF SERVICING ADVANCE RECEIVABLES

Section 3.1 Assignment and Conveyance of Servicing Advance Receivables . Commencing on the Closing Date, and continuing until the close of business on the earlier of the related Servicing Transfer Date or date of Seller’s termination as servicer pursuant to such Servicing Agreement, subject to the terms and conditions set forth in the Agreement and this Sale Supplement, Seller hereby sells, conveys, assigns and transfers to Holdings, and Holdings acquires from Seller, without recourse except as provided herein, free and clear of any Liens, all of Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Servicing Advance Receivable (i) in existence on the Closing Date that arose under the Servicing Agreements and is owned by Seller as of the Closing Date, if any (the “ Initial Servicing Advance Receivables ”), (ii) in existence on any Business Day on or after the Closing Date that arises under any Servicing Agreement prior to the earlier of the related Servicing Transfer Date or date of Seller’s termination as servicer pursuant to such Servicing Agreement (“ Additional Servicing Advance Receivables ”), and (iii) in the case of both Initial Servicing Advance Receivables and Additional Servicing Advance Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “ UCC ”)), together with all rights of Seller to enforce such Initial Servicing Advance Receivables and Additional Servicing Advance Receivables (collectively, the “ Transferred Receivables Assets ”). Until the related Servicing Transfer Date, Seller shall, automatically and without any further action on its part, sell, assign, transfer and convey to Holdings, on each Business Day, each Additional Servicing Advance Receivable not previously transferred to Holdings and Holdings shall purchase each such Additional Servicing Advance Receivable. The parties acknowledge and agree that so long as the Servicing Advance Receivables with respect to a Servicing Agreement are being sold by Holdings to the Advance SPEs pursuant to the Servicing Advance Financing Agreements, the sale of such Servicing Advance Receivables by Seller to Holdings shall be made pursuant to and in accordance with the provisions of the Servicing Advance Financing Agreements, and Seller covenants and agrees to comply with the provisions of such Servicing Advance Financing Agreements with respect to such Servicing Advance Receivables.

Section 3.2 Servicing Advance Receivables Purchase Price . In consideration of the sale, assignment, transfer and conveyance to Holdings of the Servicing Advance Receivables and related Transferred Receivables Assets, on the terms and subject to the conditions set forth in this Sale Supplement, Holdings shall, on each related Servicing Advance Payment Date, pay and deliver to Seller, in immediately available funds, a purchase price equal to the Servicing Advance Receivables Purchase Price for such Servicing Advance Receivables sold on such date; provided that Seller shall have complied with the terms of Section 3.1 and Section 3.3 with respect to the related Servicing Advance Receivable. Subject to the proviso of the immediately preceding sentence, to the extent any P&I Advances are required to be made under the terms of the Deferred Servicing Agreements, as determined by Seller and set forth in the applicable Monthly Remittance

Report, Holdings shall, on the date the related P&I Advance is required to be made under the related Deferred Servicing Agreement, deposit the Servicing Advance Receivable Purchase Price for such P&I Advances into either the applicable Custodial Account or other applicable account held by the related trustee, master servicer, securities administrator, or trust administrator, as the case may be, in accordance with the requirements of the related Deferred Servicing Agreement (which may be done directly by Holdings or though an account established in connection with the Servicing Advance Facility Agreements) in consideration for such P&I Advance.

Section 3.3 Servicing Advances . Seller covenants and agrees that each Servicer Advance made by Seller under the Servicing Agreements prior to the related Servicing Transfer Date shall (a) be required to be made pursuant to the terms of the related Deferred Servicing Agreement and comply with the terms of such Deferred Servicing Agreement and Applicable Law, (b) comply with Seller’s advance policies and stop advance policies and procedures and not constitute a nonrecoverable Servicer Advance as of the date Seller made such Servicer Advance and (c) be supported by customary backup documentation. Seller agrees to provide prompt notice to Holdings of any Servicer Advance made by Seller under the Deferred Servicing Agreements and deliver to Holdings such customary backup documentation relating to any Servicer Advance promptly upon request by Holdings. In the event Seller cannot provide, or cause to be provided to Holdings any customary backup documentation, and Holdings is unable to be reimbursed for such Servicer Advance solely as a result of such failure, Seller shall reimburse Holdings fortheamountofsuch unreimbursed Servicer Advanceswithinfive (5)Business Days of Holdings’ written request, to the extent Holdings paid Seller for such amounts.

Section 3.4 Reimbursement of Servicing Advances . Seller shall, to the extent permitted under any Deferred Servicing Agreement cause the reimbursement of any Servicer Advances under the Deferred Servicing Agreements to be made directly into Holdings’ account in accordance with Holdings’ written directions. In any case, Seller shall within one (1) Business Day of the receipt thereof, remit to Holdings any amounts that are received by Seller under any Deferred Servicing Agreement after the Closing Date as reimbursement of any Servicer Advance. Any such amounts shall be remitted in accordance with Holdings’ written directions.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller makes the following representations and warranties to the Purchasers as of (a) each of the Closing Date and each Sale Date or (b) as of such other dates specified below:

Section 4.1 General Representations . Each of the representations and warranties set forth in Article 3 of the Agreement are true and correct.

Section 4.2 Title to Transferred Assets . From and including the Closing Date until such Servicing Rights Assets are transferred to Holdings under Section 2.2 , Seller shall be the sole holder and owner of such Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2 , Seller will transfer to Holdings good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights

to MSRs and the sale and delivery to the Purchasers of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to the Purchasers good and marketable title to the Rights to MSRs free and clear of any Liens.

Section 4.3 Right to Receive Servicing Fees . Seller is entitled to receive Servicing Fees, Ancillary Income and Prepayment Interest Excess as servicer under each Servicing Agreement, and the New York Uniform Commercial Code permits the Seller to transfer the Excess Servicing Fees to MSR – EBO and the remainder of the Rights to MSRs to Holdings under the Agreement and this Sales Supplement without violation of any applicable Servicing Agreement.

Section 4.4 Servicing Agreements and Underlying Documents . Schedule I hereto contains a list of all Servicing Agreements (other than the Underlying Documents) related to the Servicing Rights that are subject to this Sale Supplement and Schedule II hereto contains a list of all Underlying Documents related to such Servicing Agreement, in each case with all amendments and modifications thereto,orsupplementstheretowithrespecttosuch Servicing Rights.

Section 4.5 Mortgage Pool Information, Related Matters.

(a) Seller has delivered to the Purchasers one or more summary schedules which set forth information with respect to each Mortgage Pool relating to the Servicing Rights (the “ Summary Schedules ”). Seller acknowledges that the Purchasers have relied on such Summary Schedules to determine the Purchase Price it was willing to pay for the Transferred Assets.

(b) The Summary Schedules, the Mortgage Loan Schedule and the Database are true, accurate and complete in all material respects as of the related Cut‑off Date or such other date specified thereon.

(c) The Mortgage Loan Schedule indicates, by code reference, which of the Mortgage Loans have been converted into REO Properties as of the Cut‑off Date.

Section 4.6 Enforceability of Servicing Agreements.

(a) Seller has delivered to Purchasers on or prior to the related Closing Date, true and complete copies of all Servicing Agreements listed on Schedule I hereto and all amendment thereto and all Underlying Documents listed on Schedule II hereto and all amendments thereto. There are no other written or oral agreements binding upon Seller or Purchasers thatmodify,supplementoramendanysuchServicingAgreementorUnderlying Document.

(b) Seller has not received written notice of any pending or threatened cancellation or partial termination of any Servicing Agreement or Underlying Document or any written notice of any pending or threatened termination of Seller as servicer of any of the Mortgage Loans.

(c) On and prior to the related Servicing Transfer Date, each Servicing Agreement and each of the Underlying Documents is or was a valid and binding obligation of Seller, is or was in full force and effect and enforceable against Seller in accordance with its terms, except

as such enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors rights generally and general principles of equity (regardless of whether considered in a proceeding of law or in equity).

Section 4.7 Compliance With Servicing Agreements .

(a) Seller has serviced the Mortgage Loans subject to the Servicing Agreements and has kept and maintained complete and accurate books and records in connection therewith, all in accordance with Applicable Requirements, has made all remittances required to be made by it under each Servicing Agreement and is otherwise in compliance in all material respects with all Servicing Agreements and the Applicable Requirements.

(b) (i) No early amortization event, servicer default, servicer termination event, event of default or other default or breach has occurred under any Servicing Agreement or any Underlying Document (except with respect to the delinquency or loss performance triggers identified in the Summary Schedules), and (ii) no event has occurred, which with the passage of time or the giving of notice or both would: (A) constitute a material default or breach by Seller under any Servicing Agreement, Underlying Document or under any Applicable Requirement; (B) permit termination, modification or amendment of any such Servicing Agreement or Underlying Document by a third party without the consent of Seller; (C) enable any third party to demand that Seller or either Purchaser incur any repurchase obligations pursuant to a Servicing Agreement or an Underlying Document or provide indemnification for any amount of losses relating to a breach of a loan representation or warranty; (D) impose on Seller or either Purchaser sanctions or penalties in respect of any Servicing Agreement or Underlying Document; or (E) rescind any insurance policy or reduce insurance benefits in respect of any Servicing Agreement or Underlying Document which would result in a material breach or trigger a default of any obligation of Seller under any Servicing Agreement or Underlying Document.

(c) There are no agreements currently in place with any subservicers to perform any of Seller’s duties under the Servicing Agreements.

(d) Each report and officer’s certification prepared by Seller as servicer pursuant to a Servicing Agreement is true and correct in all material respects. Seller has previously made available to the Purchasers a correct and complete description of the policies and procedures used by Seller in connection with servicing the Mortgage Loans related to the Servicing Agreements.

(e) In the preceding twelve (12) month period, no Governmental Authority, Investor, Insurer, rating agency, trustee, master servicer or any other party to a Servicing Agreement has provided written notice to Seller claiming or stating that Seller has violated, breached or not complied with any Applicable Requirements in connection with the servicing of the related Mortgage Loans which has not been resolved by Seller.

(f) All Custodial Accounts and Escrow Accounts have been established and continuously maintained in accordance with Applicable Requirements. All Custodial Account and Escrow Account balances required by the Mortgage Loans and paid for the account of the Mortgagors under the related Mortgage Loans have been credited properly to the appropriate account and have

been retained in and disbursed from the appropriate account in accordance with Applicable Requirements.

Section 4.8 No Recourse . None of the Servicing Agreements or other contracts to be assumed by the Purchasers hereunder provide for Recourse to Seller.

Section 4.9 The Mortgage Loans.

(a) Each of the Mortgage Loans and REO Properties related to each Servicing Agreement has been serviced in accordance with Applicable Requirements in all material respects.

(b) Except as disclosed on the Mortgage Loan Schedule, in the related Database and in the related Loan File and consistent with the requirements of the related Servicing Agreement, Seller has not waived any default, breach, violation or event of acceleration under any Mortgage Loan, except to the extent that any such waiver is permitted under the related Servicing Agreement and reflected in the Mortgage Loan Schedule, the related Database and the related Loan File and the disclosure relating to such waiver is reflected consistently in all material respects among the related Mortgage Loan Schedule, the related Database and the related Loan File. The Mortgage related to each Mortgage Loan related to the Servicing Agreements has not been satisfied, cancelled or subordinated, in whole or in part, and except as permitted under the related Servicing Agreement, the related Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, or subordination.

(c) There is in force with respect to each Mortgaged Property and REO Property related to a Servicing Agreement a hazard insurance policy (including any policy in effect under a forced place insurance policy) and, if applicable, a flood insurance policy that provides, at a minimum, for the coverage as required by the applicable Servicing Agreement. Seller and any prior servicer or subservicer under the Servicing Agreements has taken all necessary steps to maintain any hazard insurance policy, flood insurance policy, primary mortgage insurance policy, and title insurance policy as required under the Servicing Agreements.

(d) Seller is not aware of any repurchase requests or demands being made or threatened to be made with respect to any Mortgage Loans related to the Servicing Agreements in excess of $10 million with respect to any Servicing Agreement.

(e) Except as disclosed in the related Database, Seller has not received notice from any Mortgagor with respect to the Mortgage Loans related to the Servicing Agreements of a request for relief pursuant to or invoking any of the provisions of the Servicemembers Civil Relief Act or any similar law which would have the effect of suspending or reducing the Mortgagor’s payment obligations under a Mortgage Loan or which would prevent such loan from going into foreclosure.

(f) With respect to each adjustable rate Mortgage Loan, Seller and each prior servicer has complied in all material respects with all Applicable Requirements regarding interest rate and payment adjustments.

(g) Each first lien Mortgage Loan is covered by a valid and freely assignable, life of loan, tax service contract, and flood tracking services contract, in full force and effect. All flood zone determination information provided to the Purchasers is true and correct in all material respects.

(h) There are no actions, claims, litigation or governmental investigations pending or, to the knowledge of Seller, threatened, against Seller, or with respect to any Servicing Agreement or any Mortgage Loan, which relate to or affect Seller’s rights with respect to the Servicing Rights or Seller’s right to sell, assign and transfer the Servicing Rights or the Rights to MSRs or to receive any Servicing Fee, which could reasonably be expected to have a Material Adverse Effect individually or in the aggregate.

(i) Payments received by Seller with respect to any Mortgage Loans related to the Servicing Agreements have been remitted and properly accounted for as required by Applicable Requirements in all material respects. All funds received by Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account or Escrow Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Account or Escrow Account.

(j) Seller is not aware of any Person that has issued any notice or written intention to exercise the optional call or optional redemption provisions under any of the related Servicing Agreements.

(k) No fraudulent action has taken place on the part of Seller in connection with its servicing of any Mortgage Loan related to the Servicing Agreement.

(l) Except with respect to partial releases, actions required by a divorce decree, assumptions, or as otherwise permitted under Applicable Requirements and documented in the Loan File and the Database, (i) the terms of each Mortgage Note and Mortgage have not been modified by Seller or any prior servicer, (ii) no party thereto has been released in whole or in part by Seller or any prior servicer and (iii) no part of the Mortgaged Property has been released by Seller or any prior servicer.

Section 4.10 Servicing Advance Receivables .

(a) From and including the Closing Date until such Servicing Advance Receivable is transferred to Holdings under Section 3.1 , Seller is the sole holder and owner of each Servicing Advance Receivable and has good and marketable title to such Servicing Advance Receivable. Seller has not previously assigned, transferred or encumbered the Servicing Advance Receivables other than pursuant to the Agreement, this Sale Supplement and the Servicing Advance Financing Agreements. The sale and delivery to Holdings of the Servicing Advance Receivables pursuant to the provisions of this Sale Supplement will transfer to Holdings good and marketable

title to the Servicing Advance Receivables free and clear of any Liens (other than the Liens created pursuant to the Servicing Advance Financing Agreements).

(b) Each Servicing Advance Receivable transferred to Holdings under Section 3.1 , is at the time of such transfer a valid and existing account owing to Seller and is carried on the books of Seller at or less than the amount actually advanced or accrued net of any charge‑offs or other adjustments by Seller. Seller has not received any notice from a master servicer, securities administrator, trustee, Insurer, Investor or any other Person, which disputes or denies a claim by Seller for reimbursement in connection with any such Servicing Advance Receivable. Each Servicer Advance made by Seller (and each trailing invoice received by Holdings on or after the related Servicing Transfer Date for services rendered prior to such Servicing Transfer Date) that is reimbursed or paid by Holdings to Seller or a third party service provider is fully reimbursable to Holdings as a Servicer Advance under the terms of the related Servicing Agreement.

(c) Each Servicer Advance made by Seller was made in accordance with Applicable Requirements and Seller’s advance policies and stop advance policies and procedures in all material respects, and is not subject to any set‑off or claim that could be asserted against Holdings. No Servicer Advance made by Seller or any prior servicer under a Servicing Agreement and not reimbursed or paid to Seller prior to the related Sale Date is a Non‑Qualified Servicer Advance. Seller has not received any written notice from any Person in which such Person disputes or denies a claim by Seller for reimbursement in connection with a specifically identified Servicer Advance.

Section 4.11 Servicing Agreement Consents and Other Third Party Approvals. None of the execution, delivery and performance of the Agreement and this Sale Supplement by Seller, the transfers of Servicing Rights under Section 2.2 , the transfer of Rights to MSRs under Section 2.1 , the transfers of Servicing Advance Receivables under Section 3.1 and the other transactions contemplated hereby require any consent, approval, waiver, authorization, penalties, notice or filing to be obtained by Seller or the Purchasers from, or to be given by Seller or the Purchasers to, or made by Seller or the Purchasers with, any Person, except for, with respect to the Servicing Rights Assets, the Third Party Consents.

Section 4.12 Servicing Advance Financing Agreements.

(a) Except as otherwise disclosed to the Purchasers, all of the Servicing Agreements are “Facility Eligible Servicing Agreements,” and each Servicer Advance to be owned by an Advance SPE is a “Facility Eligible Receivable,” each as defined under the Servicing Advance Financing Agreements.

(b) All of the representations and warranties of Seller in the Servicing Advance Financing Agreements are true and correct, and no early amortization event, default, event of default or similar event has occurred under the Servicing Advance Financing Agreements.

(c) Each of Seller and its Affiliates have complied in all material respects with the terms of the existing Servicing Advance Financing Agreements.

Section 4.13 Anti‑Money Laundering Laws . Seller has complied with all applicable anti‑money laundering laws and regulations.

Section 4.14 Servicer Ratings . Seller has a residential primary servicer rating for the servicing of subprime residential mortgage loans issued by S&P, Fitch or Moody’s at or above “Above Average,” “RPS3” and “SQ2‑”, respectively.

Section 4.15 Eligible Servicer . Seller meets the eligibility requirements of a servicer and a subservicer under the terms of each Servicing Agreement and Underlying Document.

Section 4.16 HAMP . Seller has entered into a Commitment to Purchase Financial Instrument and Servicer Participation Agreement with Fannie Mae, as financial agent of the United States, which agreement is in full force and effect.

ARTICLE 5

CONDITIONS PRECEDENT

Section 5.1 Conditions to the Purchase of Certain Servicing Advance Receivables . Holdings’ obligations to purchase any Servicing Advance Receivable pursuant to Section 3.1 and to pay the related Servicing Advance Receivables Purchase Price pursuant to Section 3.2 are subject to the satisfaction or Holdings’ waiver of the condition that, on the date of the financing of such Servicing Advance Receivable pursuant to the Servicing Advance Financing Agreements, any required written confirmation from a national statistical rating organization that the rating of the related notes will not be reduced, withdrawn or downgraded shall have been obtained.

Section 5.2 Conditions to the Purchase of the Rights to MSRs . . The Purchasers’ obligations to make their respective purchases pursuant to Section 2.1 , Holdings’ obligations to purchase the Servicing Rights pursuant to Section 2.2 , and the Purchasers’ obligations to pay the Purchase Price (and the Estimated Purchase Price) pursuant to Section 2.3 and Section 2.6 are subject to the satisfaction or the Purchasers’ waiver of each of the conditions set forth in Section 6.1 and Section 6.3 of the Agreement (except the requirement to deliver the Third Party Consents necessary to transfer the Servicing Rights pursuant to Section 2.2 ) with respect to each of the Servicing Agreements and each of the Servicing Rights, as applicable, on the Closing Date and the satisfaction of each of the following conditions:

(a) Seller shall have obtained all consents or approvals required to be obtained to consummate the transfers to the Purchasers pursuant to Section 2.1 ;

(b) The Servicing Advance Facility Agreements shall have been executed and delivered by each of the parties thereto and all of the conditions precedent to the effectiveness of the Servicing Advance Facility Agreements set forth therein have been satisfied; and

(c) The Subservicing Agreement and the Subservicing Supplement shall have been executed and delivered by each of the parties thereto and all of the conditions precedent to the

effectiveness of the Subservicing Agreement and the Subservicing Supplement set forth therein have been satisfied.

ARTICLE 6

SERVICING MATTERS

Section 6.1 Seller as Servicer . Except as expressly set forth in this Sale Supplement, Seller shall perform all of its duties and obligations of under each Servicing Agreement until the related Servicing Transfer Date and shall at all times until the related Servicing Transfer Date meet any standards and fulfill any requirements applicable to Seller under each Servicing Agreement.

Section 6.2 Servicing . Except as otherwise specifically provided in this Sale Supplement, Seller covenants and agrees to service and administer each Mortgage Loan related to a Servicing Agreement from and after the Closing Date until the related Servicing Transfer Date in accordance with Applicable Law, the terms of the related Mortgage Loan Documents and any applicable private mortgage insurance or pool insurance, the standards, requirements, guidelines, procedures, restrictions and provisions of the related Servicing Agreement and Underlying Documents governing the duties of Seller thereunder, this Sale Supplement and any other Applicable Requirements. Without limiting the foregoing, Seller covenants and agrees that it shall perform its obligations pursuant to this Sale Supplement in a manner that will not cause the termination of Seller as servicer under any Deferred Servicing Agreement, including any termination based on Seller’s management of delinquency or loss performance with respect to Mortgage Loans related to such Deferred Servicing Agreement. The parties acknowledge and agree that any termination of Seller as servicer with respect to a Servicing Agreement pursuant to a delinquency or loss performance trigger or for any other reason, other than as a result of a failure by Holdings to purchase Servicing Advance Receivables pursuant to Section 3.1 , shall be deemed to be the result of a breach by Seller of its obligations under this Sale Supplement and the Agreement. In the event of a conflict between a Servicing Agreement and this Article 6 , the Servicing Agreement shall control.

Section 6.3 Collections from Obligors and Remittances . Seller shall direct the obligors on the Deferred Mortgage Loans to remit payment on the Deferred Mortgage Loans to the Clearing Account (as defined in the Servicing Agreement) and shall within one (1) Business Day of receipt promptly deposit any amounts Seller receives with respect to the Deferred Mortgage Loans in the Clearing Account. Seller shall promptly remit all amounts received by Seller with respect to the Mortgage Loans to the applicable Custodial Account or Escrow Account, but no later than the earlier of two (2) Business Days after receipt thereof or the date required pursuant to the applicable Deferred Servicing Agreement; provided, that Seller shall, subject to the terms of the related Servicing Agreement, remit any such amounts that constitute recovery of a Servicer Advance to the applicable account, if any, specified by Holdings pursuant to Section 3.4 within one (1) Business Day of receipt thereof; provided, further, that Seller shall, subject to the terms of the related Servicing Agreement, remit any such amounts that constitute Servicing Fee to the applicable account, if any, specified by Holdings pursuant to Section 2.5 within one (1) Business Day of receipt thereof. Seller shall also making any compensating interest payments or prepayment interest shortfall payments required to be made by Seller with respect to the Mortgage Loans under the

Deferred Servicing Agreements, and shall remit any such payments to the applicable Custodial Account no less than one (1) Business Day prior to the applicable remittance date for such Servicing Agreement.

Section 6.4 Servicing Practices . Seller shall not make any material change to its servicing practices with respect to the Deferred Mortgage Loans after the date hereof, including, any material changes to its cash collection and sweep processes or its advance policies or stop advance policies, without Holdings’ prior written consent, which consent shall not be unreasonably withheld or delayed. Holdings shall have the right to direct Seller to implement reasonable changes to Seller’s servicing practices applicable with respect to all or a portion of the Mortgage Loans, including any changes necessary to ensure compliance with any Applicable Laws or governmental programs or directions received pursuant to the applicable Servicing Agreements.

Section 6.5 Servicing Reports . Seller shall simultaneously deliver a copy of any reports delivered by Seller to any Person pursuant to the Deferred Servicing Agreements to Holdings.

Section 6.6 Escrow Accounts . Subject to the terms of the related Deferred Servicing Agreement, Seller shall be entitled to withdraw funds from any Escrow Account related to a Deferred Servicing Agreement only for the purposes permitted in the applicable Servicing Agreement.

Section 6.7 Notices and Financial Information . Until the last Servicing Transfer Date, Seller will furnish, or will cause to be furnished, to the Purchasers:

(a) within two (2) Business Days after the occurrence of a breach by Seller of the Agreement or this Sale Supplement or any Termination Event or other event that would give MSR – EBO the right to direct Seller to transfer the Servicing Rights with respect to any Deferred Servicing Agreement, notice of such event;

(b) any information required to be delivered by Seller pursuant to Section 5.10 of the Subservicing Agreement, which information shall be delivered at such times as specified in Section 5.10 of the Subservicing Agreement, provided that any reference to a “Subject Servicing Agreement” in Section 5.10 of the Subservicing Agreement shall be deemed to be a reference to a “Deferred Servicing Agreement,” for the purposes of this Section 6.7 ; and

(c) such other information regarding the condition or operations, financial or otherwise, of Seller or any of its subsidiaries as MSR – EBO may from time to time reasonably request.

Section 6.8 Defaults under Deferred Servicing Agreements . Seller covenants and agrees to use its reasonable best efforts to cure any breach, default or notice of default with respect to its obligations under any Deferred Servicing Agreement within the timeframe for cure set forth in such Deferred Servicing Agreement.

Section 6.9 Continuity of Business . (a) Seller will maintain a disaster recovery plan in support of the services it performs pursuant to this Sale Supplement and each Deferred

Servicing Agreement. Seller’s disaster recovery plan shall include, at a minimum, procedures for back-up/restoration of operating and loan administration computer systems; procedures and third‑party agreements for replacement equipment (e.g. computer equipment), and procedures and third‑party agreements for off‑site production facilities. Seller will provide Holdings information regarding its disaster recovery plan upon reasonable request. Seller agrees to annually test its disaster recovery plan to ensure compliance with this Section 6.9 . If such test results identify a material failure, Seller shall advise Holdings of the steps Seller will be taking to remedy such failure and shall notify Holdings when Seller has remedied such failure and retested. Seller will notify Holdings anytime Seller’s disaster recovery plan is activated. In the event of an activation of the disaster recovery plan, Seller shall use best efforts to provide redundancy capabilities for a majority of the critical systems within 48 hours in at least one of Seller’s other servicing facilities unaffected by the disaster to ensure servicing of the Mortgage Loans will be re‑established within such 48 hours.

Section 6.10 Clean Up Call Rights . Seller shall exercise its rights under any optional termination or clean up call rights provided for in the Servicing Agreements and the Underlying Documents (the “ Clean Up Call Rights ”) only at the prior written direction of MSR – EBO specifying the date of exercise, which shall be at least thirty (30) days after the date of such notice from MSR – EBO. In connection with such exercise of Clean Up Call Rights, Seller hereby sells and transfers to MSR – EBO (or its designee) on an exclusive and “as is” basis the right to all economic beneficial rights to such Clean Up Call Rights (including the right to cause Seller to exercise such Clean Up Call Rights), which include the economic beneficial interest in the right to purchase from the related trust for each Deferred Servicing Agreement all of the assets of such trust, including the mortgage loans and REO properties (collectively, the “ Mortgage Loans ”) for a payment of 0.50% of the unpaid principal balance of all Performing Mortgage Loans of such trust (which payment is due upon the exercise of any Clean Up Call Rights). Any purchase and exercise of such Clean Up Call Rights shall be subject to customary “as is” documentation, which MSR – EBO and Seller will negotiate in good faith. Seller shall give MSR – EBO at least thirty (30) days’ notice prior to the date on which Seller would have to notify the trustee for the related trust of its intent to exercise the related Clean Up Call Rights and will work in good faith with MSR – EBO and the related trustee with respect to the exercise the Clean Up Call Rights. For the avoidance of doubt, MSR – EBO (or its designee) shall fund the exercise of the Clean Ups Call Rights acquired and pay any expenses associated with such exercise (including any of Seller’s reasonable out‑of‑pocket expenses and any customary transfer expenses and deboarding fees, if applicable) and pay all unreimbursed Servicer Advances and other amounts owed to Holdings with respect to such Servicing Agreement under this Sale Supplement. For purposes of this Section 6.10 , “Performing Mortgage Loan” means any Mortgage Loan that is current or thirty (30) days or less delinquent (MBA method). The rights of Seller to payment in respect of any exercise of Clean Up Call Rights under this Section 6.10 by MSR – EBO or its designee shall survive any transfer of servicing pursuant to Section 6.12 .

Section 6.11 Amendments to Deferred Servicing Agreements; Transfer of Servicing Rights . Seller hereby covenants and agrees not to amend the Servicing Agreements without the Purchasers’ prior written consent. Seller shall not sell or otherwise voluntarily transfer servicing under any of the Deferred Servicing Agreement during the Consent Period except as

expressly provided in this Sale Supplement or take any other actions inconsistent with Holdings’ right to acquire ownership of Servicing Rights with respect to a Servicing Agreement upon receipt of the required Third Party Consents.

Section 6.12 Assumption of Servicing Duties; Transfer of Rights to MSRs and Servicing Rights . Holdings may from time to time designate any of Seller’s servicing obligations under a Deferred Servicing Agreement and assume the performance of such obligations so long as such assumption is permitted pursuant to such Deferred Servicing Agreement and does not limit Seller’s right to receive the Servicing Fees pursuant to such Deferred Servicing Agreement. Notwithstanding anything in the Agreement or this Sale Supplement to the contrary, either Purchaser may transfer the Rights to MSRs to any third party and/or may direct Seller to transfer the Servicing Rights to a third party that can obtain the required Third Party Consents, subject to the right of the Seller to receive the Seller Monthly Servicing Fee, the Performance Fee, the Ancillary Income and, if applicable, the Prepayment Interest Excess owed to Seller with respect to such Deferred Servicing Agreement pursuant to Article 7 . For the avoidance of doubt, MSR – EBO shallbe entitled to receive all proceeds of such transfer.

Section 6.13 Termination Event . In the case that any Termination Event occurs with respect to any Servicing Agreement during the Consent Period, Seller shall, upon MSR – EBO’s written direction to such effect, use commercially reasonable efforts to transfer the Servicing Rights relating to any affected Servicing Agreement to a third party servicer identified by MSR – EBO with respect to which all required Third Party Consents with respect to such Servicing Agreement can be obtained. MSR – EBO shall be entitled to receive all proceeds of such transfer.

Section 6.14 Servicing Transfer . Seller and the Purchasers shall, prior to the Servicing Transfer Date with respect to each Servicing Agreement,workingoodfaith to determine and agreeuponapplicableservicing transfer procedures with respect to such Servicing Agreement.

Section 6.15 Incorporation of Provisions from Subservicing Agreement . The provisions of each of Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 (excluding the first sentence thereof), 5.17 and 5.18, and Exhibit A of the Subservicing Agreement are hereby incorporated into this Sale Supplement by reference, mutatis mutandis, as if its provisions were fully set forth herein; provided that any reference therein to the defined terms “Ocwen,” “Servicer,” “Mortgage Loan,” “Subject Servicing Agreement” and “Agreement,” shall be deemed for purposes of this Sale Supplement to be references to the terms “Seller,” “Holdings,” “Deferred Mortgage Loan,” “Deferred Servicing Agreement” and “Sale Supplement,” respectively and any reference therein to the phrase “during the term of this Agreement” shall be deemed for purposes of this Sale Supplement to be references to the phrase “until the last Servicing Transfer Date.”

ARTICLE 7

SELLER SERVICING FEES; COSTS AND EXPENSES

Section 7.1 Seller Monthly Servicing Fee . As consideration for Seller servicing the Mortgage Loans pursuant to the Deferred Servicing Agreements during the applicable Consent Period but prior to the earlier of the date on which the Servicing Rights are transferred from Seller

with respect to a Deferred Servicing Agreement or Servicing Fee Reset Date, Holdings shall pay to Seller a monthly base servicing fee for each calendar month during such period during which Seller is servicing Mortgage Loans with respect to Deferred Servicing Agreements pursuant to this Sale Supplement equal to 12% of the aggregate Servicing Fees actually received by the Purchasers under this Sale Supplement during such calendar month with respect the Deferred Servicing Agreements (the “ Seller Monthly Servicing Fee ”).

Section 7.2 Performance Fee . In addition to the Seller Monthly Servicing Fee, Holdings shall pay to Seller for each calendar month during which Seller is servicing Mortgage Loans with respect to Deferred Servicing Agreements pursuant to this Sale Supplement a performance fee (“ Performance Fee ”) equal to the greater of (a) zero and (b) (x) the excess, if any, of the aggregate of all Servicing Fees actually received by the Purchasers with respect to the Deferred Servicing Agreements and pursuant to the Transferred Servicing Agreements (whether directly pursuant to such Transferred Servicing Agreements or pursuant to this Sale Supplement) during such calendar month 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 Deferred 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 Transferred Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Seller and Holdings (the “ Allocation Percentage ”). The Performance Fee, if any, for any calendar month will be reduced by an amount equal to One‑Month LIBOR (calculated using the arithmetic mean of daily rates for the period published by British Bankers’ Association) plus 2.75% of the Excess Servicing Advances, if any, for such month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Holdings. 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. Notwithstanding any provision in this Sale Supplement to the contrary, in the event Holdings has failed to pay Seller any Seller Monthly Servicing Fee or Performance Fees that are past due after ten (10) Business Days of Holdings receiving notice of such failure, Seller shall not be required to continue to act as servicer until such time as Holdings has fully paid such past due Seller Monthly Servicing Fee or Performance Fee; provided that Holdings shall not have notified Seller that it disputes the occurrence or amount of such past due Seller Monthly Servicing Fee or Performance Fee.

Section 7.3 Costs and Expenses . Except as otherwise expressly provided inthe Agreement or this Sale Supplement, each party hereto shall be responsible for its own costs and expenses incurred in connection with the negotiation and execution of the Agreement, this Sale Supplement and all documents relating thereto. Seller shall be required to pay all expenses incurred by it in connection with its obligations hereunder to the extent such expenses do not constitute Servicer Advances and shall not be entitled to reimbursement therefor except as specifically provided for herein or in the applicable Deferred Servicing Agreement. Seller shall reimburse the Purchasers for any reasonable out‑of‑pocket costs, including legal fees, incurred

by the Purchasers in connection with obtaining any required Third Party Consents; provided, however, thatneither Purchaser shall incur such costs without the prior written approval of Seller.

Section 7.4 Ancillary Income . Seller shall be entitled to retain as additional compensation any Ancillary Income and any Prepayment Interest Excess received by Seller with respect to the Deferred Mortgage Loans, to the extent such Ancillary Income or Prepayment Interest Excess is permitted to be retained by Seller pursuant to the related Deferred Servicing Agreement.

Section 7.5 Calculation and Payment . No later than the second Business Day following the receipt by the Purchasers of the Monthly Servicing Oversight Report for a calendar month, Holdings will remit to Seller in immediately available funds the Seller Monthly Servicing Fee and Performance Fees payable by Holdings to Seller for the related calendar month, along with a report showing in reasonable detail the calculation of such Seller Monthly Servicing Fees and Performance Fees.

Section 7.6 No Offset . Neither party shall have any right to offset against any amount payable hereunder or other agreement to the other party, or otherwise reduce any amount payable hereunder as a result of, any amount owing by the other party or any of its Affiliates to such party or any of its Affiliates.

Section 7.7 Servicing Fee Reset Date . No later than six (6) months prior to the Servicing Fee Reset Date, Holdings shall commence negotiating in good faith an extension of the Servicing Fee Reset Date and the servicing fees payable to Seller. If Seller and Holdings are unable to agree to such servicing fees prior to the Servicing Fee Reset Date, Seller shall, upon Holdings’ written direction to such effect, transfer the Servicing Rights relating to all of the Deferred Servicing Agreements to a third party servicer (including any affiliate of Holdings) identified by Holdings with respect to which all required Third Party Consents with respect to the Deferred Servicing Agreements can be obtained. Notwithstanding anything to the contrary in this Sale Supplement, after the Servicing Fee Reset Date and prior to any transfer of servicing under this section, all fees payable to Seller under this Sale Supplement shall continue to be paid and the Servicing Agreement shall continue to be deemed a Deferred Servicing Agreement hereunder. Upon any transfer of servicing pursuant to this Section 7.7 , an amount equal to the consideration for the transfer of related accrued and unpaid servicing fees for such Deferred Servicing Agreement shall be paid to Seller so long as Holdings receives the amount of the accrued and unpaid Retained Servicing Fee and Retained Servicing Fee Shortfall, if any, owing Holdings at the date of transfer (whether or not then due and payable hereunder). MSR-EBO shall be entitled to receive all proceeds of such transfer other than the amounts Seller is entitled to in accordance with the immediately preceding sentence.

ARTICLE 8

INDEMNIFICATION

Section 8.1 Seller Indemnification of Purchasers . Seller agrees to indemnify and hold harmless each Purchaser and each officer, director, agent, employee or Affiliate of each Purchaser (each, a “ Seller Indemnified Party ”) from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, legal fees and expenses, and any and all related

costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses (each, a “ Liability ”) suffered or incurred by a Purchaser or any such other Person (whether or not resulting from a third party claim) arising directly or indirectly out of or resulting from (a) any event relating to Transferred Assets occurring prior to the related Servicing Transfer Date, (b) a breach of any of Seller’s representations and warranties contained in the Agreement, this Sale Supplement or any other Related Agreement or Seller’s failure to observe and perform any of Seller’s duties, obligations, covenants or agreements contained in the Agreement, this Sale Supplement or any other Related Agreement, (c) acts or omissions of Seller, any other servicer of any Mortgage Loans, or any subservicer, contractor or agent engaged by Seller or any other servicer, in each case prior to the related Servicing Transfer Date, relating to the Transferred Assets, including any failure by Seller, any other servicer or any subservicer, contractor or agent engaged by Seller or any other servicer prior to the related Servicing Transfer Date to comply with the Applicable Requirements, (d) the Excluded Liabilities or (e) any acts or omissions by Seller or its employees or agents in performance of its duties or obligations pursuant to this Sale Supplement.

Section 8.2 Purchasers Indemnification of Seller . The Purchasers agree, jointly and severally, to indemnify and hold harmless Seller and each officer, director, agent, employee or Affiliate of Seller (each, a “ Purchaser Indemnified Party ”) from and against any and all Liability suffered or incurred by Seller or any such other Person arising out of or resulting from (a) a breach of any of the Purchasers’ representations and warranties or covenants contained in the Agreement, the Sale Supplement or any other Related Agreement or (b) acts or omissions of a Purchaser or any subservicer, contractor or agent (other than Seller or any of Seller’s Affiliates) engaged by the Purchasers, in each case after the related Servicing Transfer Date, relating to the Transferred Assets.

Section 8.3 Indemnification Procedures .

(a) As promptly as is reasonably practicable after becoming aware of a claim for indemnification under the Agreement or this Sale Supplement not involving a Third‑Party Claim, but in any event no later than fifteen (15) Business Days after first becoming aware of such claim, the Indemnified Person shall give notice to the Indemnifying Person of such claim, which notice shall specify the facts alleged to constitute the basis for such claim and the amount that the Indemnified Person seeks hereunder from the Indemnifying Person; provided, however, that the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Section 8.3 except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby.

(b) The Indemnified Person shall give notice as promptly as is reasonably practicable, but in any event no later than ten (10) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any action, suit, claim or proceeding, by any unaffiliated third Person (a “ Third‑Party Claim ”) in respect of which indemnity may be sought under the Agreement or this Sale Supplement (which notice shall specify in reasonable detail the nature and amount of such claim); provided, however, that the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Section 8.3 except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (i) participate in the defense

of any such Third‑Party Claim, and (ii) upon notice to the Indemnified Person, at any time during the course of any such Third‑Party Claim, assume the defense thereof with counsel of its own choice and, in the event of such assumption, shall have the exclusive right, subject to clause (i) in the proviso in Section 8.3(c) , to settle or compromise such Third‑Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Third‑Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.

(c) Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (ii) of Section 8.3(b) or the Indemnifying Person, as the case may be), of any such Third‑Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (i) no obligation, restriction, loss or admission of guilt or wrongdoing shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consent and (ii) the Indemnified Person will not compromise or settle any Third Party Claim without the prior written consent of the Indemnifying Person.

(d) Except as specifically provided for in the Agreement or this Sale Supplement, no claim may be made by an Indemnified Person for any special, indirect, punitive or consequential damages (“ Special Damages ”) in respect of any breach or wrongful conduct (whether the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of, or in any way related to the transactions contemplated, or relationship established, by this Agreement or any Sale Supplement, or any act, omission or event occurring in connection herewith or therewith, and to the fullest extent permitted by law, Seller and each Purchaser hereby waives, releases and agrees not to sue upon any such claim for Special Damages, whether or not accrued or whether or not known or suspected to exist in its favor.

Section 8.4 Tax Treatment .

(a) Seller and the Purchasers agree that all payments made by any of them to or for the benefit of the other under this Article 8 , under other indemnity provisions of the Agreement or this Sale Supplement and for any misrepresentations or breaches of warranties or covenants, shall be treated as adjustments to the Purchase Price for tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Applicable Laws of a particular jurisdiction provide otherwise.

(b) All payments made pursuant to this Agreement shall be made free and clear and without deductions of any kind for taxes.

Section 8.5 Survival . The parties’ obligations under this Article 8 shall survive any termination of the Agreement and/or this Sale Supplement.

Section 8.6 Additional Indemnification .

(a) Without limiting Seller’s obligations under Article 8 of this Sale Supplement, it is agreed by the parties that if Seller is terminated as servicer under any Deferred Servicing Agreement as a result of any action described in clauses (a) through (e) of Section 8.1 above, Seller shall also pay to the Purchasers, as reasonable and just compensation for such termination, an amount equal to the product of (i) the Purchase Price for such Deferred Servicing Agreement and (ii) the Amortization Percentage for the calendar month in which Seller received notice of such termination, and the Purchasers shall accept such sum as liquidated damages, and not as penalty, in the event of such a termination.

Section 8.7 Specific Performance. Notwithstanding any other provision of the Agreement or this Sale Supplement, (i) it is understood and agreed that the remedy of indemnity payments pursuant to this Article 8 and other remedies at law would be inadequate in the case of any actual or threatened breach of the Agreement or this Sale Supplement by Seller and (ii) the Purchasers shall be entitled, without limiting its other remedies and without the necessity of proving actual damages or posting any bond, to equitable relief, including the remedy of specific performance or injunction, with respect to any breach or threatened breach of such covenants. Such relief shall be in addition to, and not in lieu of, all other remedies available at law or in equity to such party under the Agreement and this Sale Supplement.

ARTICLE 9

GRANT OF SECURITY INTEREST

Section 9.1 Granting Clause . To secure its performance of its obligations under the Agreement and this Sale Supplement, Seller hereby grants to the Purchasers a security interest in all of its right, title and interest in and to the following, whether now owned or hereafter acquired, and all monies “securities,” “instruments,” “accounts,” “general intangibles,” “payment intangibles,” “goods,” “letter of credit rights,” “chattel paper,” “financial assets,” “investment property,” (each as defined in the applicable UCC) and other property consisting of, arising from or relating to any of the following:

(a) the Servicing Rights in respect of all of the Mortgage Loans and REO Properties related to the Deferred Servicing Agreements, in each case together with all related security, collections and payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing;

(b) the Rights to MSRs with respect to each Servicing Agreement;

(c) all Servicing Fees, Ancillary Income and Prepayment Interest Excess received under the Deferred Servicing Agreements and subject to Section 6.10 of this Sale Supplement any rights to exercise any optional termination or clean‑up call provisions under the Deferred Servicing Agreements;

(d) all income from amounts on deposit in Custodial Accounts and Related Escrow Accounts related to the Deferred Servicing Agreements;

(e) all files and records in Seller’s possession or control, including the related Database, relating to the assets specified in clauses (a) through (c) ;

(f) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set‑off, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by Seller to the extent related exclusively to any of the foregoing and/or the Assumed Liabilities; and

(g) any proceeds of any of the foregoing (collectively, the “ Collateral ”).

This Sale Supplement shall constitute a security agreement under applicable law. Seller agrees that from time to time it shall promptly execute and deliver all additional instruments and documents and take all additional action that the Purchasers may reasonably request in order to perfect the interests of the Purchasers in, to and under, or to protect, the Collateral or to enable the Purchasers to exercise or enforce any of its rights or remedies hereunder. To the fullest extent permitted by applicable law, Seller hereby authorizes the Purchasers to file financing statements and amendments thereto in connection with the grant of a security interest pursuant to this Section 9.1 . Seller covenants and agrees to take all necessary action to prevent the creation or imposition of any Lien upon any of the Collateral, and to maintain the Collateral free and clear of all Liens, other than the Lien securing the obligations of Seller arising under this Sale Supplement. Seller agrees to give the Purchasers prior written notice of any change in its legal name or jurisdiction of organization.

ARTICLE 10

MISCELLANEOUS PROVISIONS

Section 10.1 Further Assurances . Without limiting Section 5.7 of the Agreement, each party hereto shall execute and deliver in a reasonable timeframe such reasonable and appropriate additional documents, instruments or agreements and take such reasonable actions as may be necessary or appropriate to effectuate the purposes of this Sale Supplement at the request of the other party. Without limiting the foregoing, the Seller agrees that it will promptly at the Purchasers’ request execute and deliver an one or more assignment and assumption agreements, in form mutually agreed to by the parties, one or more equity interest assignments, in form mutually agreed to by the parties, or such other documents, instruments or agreements as the Purchasers may reasonably request to evidence the transfers of Rights to MSRs pursuant to Section 2.1 , Servicing Rights pursuant to Section 2.2 and Transferred Receivables Assets pursuant to Section 3.1 .

Section 10.2 Compliance with Applicable Laws; Licenses . Seller will comply with all Applicable Laws in connection with the performance of its obligations under the Agreement and this Sale Supplement. Seller shall maintain all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of Seller to perform its obligations under the Agreement and this Sale Supplement.

Section 10.3 Merger, Consolidation, Etc . Seller will keep in full effect its existence, rights and franchises as a limited liability company, and will obtain and preserve its qualification to do business as a foreign organization in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Agreement, this Sale Supplement, each Deferred Servicing Agreement or any of the Deferred Mortgage Loans, or to perform its duties under the Agreement or this Sale Supplement. Seller may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which Seller shall be a party or acquiring all or substantially all of the assets of Seller, or any Person succeeding to the business of Seller shall be the successor of Seller hereunder and under the Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that the successor or surviving Person shall be an institution whose deposits are insured by FDIC or a company whose business includes the servicing of mortgage loans and shall have a tangible net worth not less than $25,000,000.

Section 10.4 Annual Officer’s Certificate . Not later than March 15 of each calendar year commencing in 2014, Seller shall deliver to the Purchasers an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the activities of Seller during the preceding year and of performance under the Agreement and this Sale Supplement has been made under such officers’ supervision and (ii) to the best of such officer’s knowledge, based on such review, Seller has fulfilled all of its obligations under the Agreement and this Sale Supplement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation

in any material respect, specifying each such default known to such officer and the nature and status thereof.

Section 10.5 Accounting Treatment . Notwithstanding Section 8.14 of the Agreement, the parties acknowledge that until such time as the Third Party Consents with respect to a Servicing Agreement are obtained, the parties shall treat the transaction hereunder with respect to such Servicing Agreement as a financing for accounting purposes.

Section 10.6 Incorporation . The provisions of Article 8 of the Agreement are hereby incorporated into this Sale Supplement by reference, mutatis mutandis , as if its provisions were fully set forth herein.

Section 10.7 Third Party Beneficiaries . Seller and each Purchaser acknowledge and agree that the indenture trustee, on behalf of the holders of related notes, with respect to any Servicing Advance Financing Agreements pursuant to which such Purchaser has transferred Servicer Advances made pursuant to a Deferred Servicing Agreement is an express third party beneficiary of this Sale Supplement and the Agreement solely with respect to the Deferred Servicing Agreements related to such Servicing Advance Financing Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Sale Supplement to be executed and delivered by its respective officer thereunto duly authorized as of the date above written.



	OCWEN LOAN SERVICING, LLC

	By:	Ocwen Mortgage Servicing, Inc., as its sole member

	By:
		Name:
		Title:



	HLSS HOLDINGS, LLC


	By:
		Name:
		Title:



	HLSS MSR – EBO ACQUISITION LLC


	By:
		Name:
		Title:

EXHIBIT A

Form of Monthly Remittance Report

Ocwen Loan Servicing, LLC xxx

Deal Name

Remittance Summary [Month] [Year]



Particulars	Amount ($)
Scheduled Principal Payments	0.00
Curtailments	0.00
Interest on curtailment	0.00
Pool to Security	0.00
Payoff Principal	0.00
Neg Amt Prin	0.00
Deferred Principal Paid	0.00
Total Principal remitted	0.00
Gross Scheduled Interest	0.00
Less: Service fee amount	0.00
Less: LPMI Premium	0.00
Add: INT on STA Reinstatement	0.00
Add: INT on STA Paid‑in‑full	0.00
Less: STA PI Recoveries	0.00
Total Interest remitted	0.00
Less: Realized Loss	0.00
Less: Trailing expenses	0.00
Add: Trailing income	0.00
+/‑ Collection on released loans	0.00
Interest on curtailment	0.00
Add: Prepayment penalty	0.00
+/‑ Prior period PPP	0.00
Add: Collection on STA loans	0.00
Add: Non recoverable Credits	0.00
Less: Non recoverable advances	0.00
Less: Non Loan level expense	0.00

A‑1



Particulars	Amount ($)
Less: Jr Lien Blanket Policy Fee	0.00
Less: Pre‑approved legal expense	0.00
+/‑ ‑Reconciliation adjustments	0.00
+ / ‑ Arrearage remittance
Add: Principal Arrearage	0.00
Add: Interest Arrearage	0.00
+ / ‑: Modification Forgiveness of Debt
Principal Forgiveness	0.00
Interest Forgiveness	0.00
Expense Forgiveness	0.00
Scheduling Difference	0.00
Deferred Principal Loss	0.00
SAM waived balance loss	0.00
Investor Incentives	0.00
Less: Compensating Interest adjustment	0.00
Total Remittance	0.00
Beg Sch Balance	0.00
Ending Principal Balance	0.00
Beg Actual Balance	0.00
Ending Actual Principal Balance	0.00
Beg Deferred Principal Balance	0.00
Ending Deferred Principal Balance	0.00
Beg Loan count	0.00
Payoffs	0.00
End Loan count	0.00
Principal Roll Test	0.00
Loan Count Test	0.00
Non Supporting Compensating Interest	0.00
Wire of sub ‑ Investor	0.00
Grand Total for PI Wire	0.00

A‑2

SCHEDULE I

SERVICING AGREEMENTS

I‑1

SCHEDULE II

UNDERLYING DOCUMENTS

None

II‑1

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

III‑1

SCHEDULE IV

TARGET RATIO SCHEDULE

IV‑1

SCHEDULE V

VALUATION PERCENTAGE

V‑1

SCHEDULE VI

AMORTIZATION PERCENTAGE

VI‑1

EXHIBIT 3A

Form of RMSR Transfer Agreement

RMSR Transfer Agreement

[date]

Reference is made to that certain Master Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ Master Agreement ”) dated as of July 23, 2017 by and among Ocwen Loan Servicing, LLC, as seller (“ Ocwen ”), HLSS Holdings, LLC, as a purchaser (“ Holdings ”), HLSS MSR – EBO Acquisition LLC, as a purchaser (“ MSR – EBO ”) and New Residential Mortgage LLC. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Master Agreement.

Section 1. Sale of Rights to MSRs and Transferred Receivables Assets .

1.1 Pursuant to Section 9.3 of the Master Agreement, Holdings and MSR – EBO wish to transfer the Rights to MSRs and Transferred Receivables Assets in respect of the MSRPA Servicing Agreements set forth on Schedule 1 hereto (such MSRPA Servicing Agreements, the “ Specified Servicing Agreements ”), to Ocwen so that such Rights to MSRs and Transferred Receivables Assets can be immediately sold to a third party, [___] (the “ Third Party Purchaser ”), with the proceeds of such sale (the “ Third Party Sale ”) to be paid to Holdings and MSR – EBO, as appropriate.

THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Section 2. Representations and Warranties of Holdings and MSR – EBO . Each of Holdings and MSR – EBO hereby represents and warrants to Ocwen as follows as of the date hereof:

2.1 It is duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to execute, deliver and perform this RMSR Transfer Agreement (this “ Agreement ”) and to consummate the transactions herein contemplated.

2.2 The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated, have been duly authorized by it and this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law).

2.3 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with the provisions of its governing instruments and will not violate any provisions of applicable law or regulation or any order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected.

2.4 [***]

2.5 Each of Holdings and MSR – EBO has complied in all material respects with all applicable anti-money laundering Laws (the “ Anti-Money Laundering Laws ”), and has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws.

Section 3. [***]

Section 4. [***]

Section 5. Miscellaneous .

5.1 Limited Effect . Except as expressly set forth above or in the attachments hereto, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, claim, cause of action, power or remedy of any party hereto, whether arising before or after the date of this Agreement, or constitute a waiver of any provision of any other agreement.

5.2 Further Assurances . Each party hereto shall execute and deliver in a reasonable timeframe such reasonable and appropriate additional documents, instruments or agreements, including without limitation documents in connection with the SAF related to any Specified Servicing Agreement, and take such reasonable actions as may be necessary or appropriate to effectuate the purposes of this Sale Agreement at the request of any other party.

5.3 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but the same instrument. Any signature page to this Agreement containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

5.4 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

5.5 SUBMISSION TO JURISDICTION . EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF

THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER OR BY ANY OTHER MANNER IN ACCORDANCE WITH LAW; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

5.6 WAIVER OF TRIAL BY JURY . EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

5.7 Exhibits and Schedules . The exhibits and schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

5.8 No Offset . No party shall have any right to offset against any amount payable hereunder or other agreement to another party, or otherwise reduce any amount payable hereunder as a result of, any amount owing by another party or any of its Affiliates to such party or any of its Affiliates.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.



	HLSS HOLDINGS, LLC


	By:
		Name:
		Title:



	HLSS MSR – EBO ACQUISITION LLC

	By:	New Residential Investment Corp., as its sole member

	By:
		Name:
		Title:



	[NRZ ADVANCE RECEIVABLES TRUST 2015-
	ON1]
	[HLSS SERVICER ADVANCE RECEIVABLES
	TRUST MS3]
	[NRZ SERVICER ADVANCE RECEIVABLES
	TRUST (ON) JPMC]



	By:	[HLSS Holdings, LLC, its administrator]

	By:
		Name:
		Title:



Acknowledged and agreed to as of
the date first above written.

OCWEN LOAN SERVICING, LLC

By:
	Name:
	Title:

Schedule 1 to RMSR Transfer Agreement

Specified Servicing Agreements

[to be attached]

Schedule 2 to RMSR Transfer Agreement

Wire Transfer Instructions

[to be attached]

Exhibit 3B

Form of Sale Agreement

Sale Agreement

[date]

Section 1. Ocwen Purchase of Rights to MSRs and Transferred Receivables Assets .

1.1 Pursuant to Section [9.2][9.4][11] of the Master Agreement, Ocwen wishes to purchase the Rights to MSRs and Transferred Receivables Assets in respect of the MSRPA Servicing Agreements set forth on Schedule 1 hereto (such MSRPA Servicing Agreements, the “ Specified Servicing Agreements ”).

THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Section 2. Representations and Warranties of Holdings and MSR – EBO . Each of Holdings and MSR – EBO hereby represents and warrants to Ocwen as follows as of the date hereof:

2.1 It is duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to execute, deliver and perform this Sale Agreement (this “ Agreement ”) and to consummate the transactions herein contemplated.

order of any court or regulatory body and will not result in the breach of, or constitute a default, or require any consent, under any material agreement, instrument or document to which it is a party or by which it or any of its property may be bound or affected.

2.4 [***]

Section 3. [***]

Section 4. [***]

Section 5. Miscellaneous .

5.5 SUBMISSION TO JURISDICTION . EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED

HEREBY; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER OR BY ANY OTHER MANNER IN ACCORDANCE WITH LAW; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

5.7 Exhibits and Schedules . The exhibits and schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.



	HLSS HOLDINGS, LLC


	By:
		Name:
		Title:



	HLSS MSR – EBO ACQUISITION LLC

	By:	New Residential Investment Corp., as its sole member

	By:
		Name:
		Title:



	[NRZ ADVANCE RECEIVABLES TRUST 2015-
	ON1]
	[HLSS SERVICER ADVANCE RECEIVABLES
	TRUST MS3]
	[NRZ SERVICER ADVANCE RECEIVABLES
	TRUST (ON) JPMC]



	By:	[HLSS Holdings, LLC, its administrator]

	By:
		Name:
		Title:



Acknowledged and agreed to as of
the date first above written.

OCWEN LOAN SERVICING, LLC

By:
	Name:
	Title:

Schedule 1 to Sale Agreement

Specified Servicing Agreements

[to be attached]

Schedule 2 to Sale Agreement

Wire Transfer Instructions

[to be attached]

EXHIBIT 4

List of Specified Termination Events

CONFIDENTIAL - EXHIBIT NOT TO BE PUBLICLY FILED EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW

[ATTACHED]

CONFIDENTIAL - EXHIBIT NOT TO BE PUBLICLY FILED EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW

THE REMAINDER OF THIS PAGE AND THE FOLLOWING PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

EXHIBIT 5

Third Party Purchase Agreement Documentation Principles

The Third Party Purchase Agreement will be prepared in accordance with the following documentation principles:

THE REMAINDER OF THIS PAGE AND THE FOLLOWING PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Attachment 1 to Exhibit 5

THE REMAINDER OF THIS PAGE AND THE FOLLOWING FOUR PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Attachment 2 to Exhibit 5

[ATTACHED]

MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

by and between

OCWEN LOAN SERVICING, LLC,

as Seller

and

[ ],

as Purchaser

Dated as of [ ], 20[ ]

MSR PURCHASE AND SALE TRANSACTION

TABLE OF CONTENTS



ARTICLE I
	DEFINITIONS	1
1	Definitions.	1

ARTICLE II
	PURCHASE AND SALE OF THE PURCHASED ASSETS; CLOSING	8
2.1	Purchase and Sale.	8
2.2	Sale Date and Transfer Date.	9
2.3	Closing Obligations.	9
2.4	Sale Date Data Tapes.	10
2.5	[RESERVED].	10
2.6	Payment of Purchase Price.	10
2.7	[RESERVED].	10
2.8	[RESERVED].	10
2.9	Transfer of Ownership.	10
2.10	Servicing Transfer Instructions.	10
2.11	Document and Data Transfer.	11
2.12	Assignments; Endorsements.	11
2.13	Required Consents.	12
2.14	Costs of Transfer.	13
2.15	Notice to Borrowers.	13
2.16	Flood Contracts.	13
2.17	Tax Records Monitoring.	14
2.18	Loan Tapes.	14
2.19	Custodian.	14
2.20	Transfers of REO.	14
2.21	[RESERVED.]	14
2.22	Mortgage Insurance.	14

ARTICLE III
	REPRESENTATIONS AND WARRANTIES OF SELLER.	15
[***]

ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF PURCHASER	18
4.1	Organization, Authority.	18
4.2	No Conflict.	19
4.3	Litigation.	19
4.4	Permits.	19
4.5	Financial Ability.	20
4.6	[No Brokers.	20
4.7	No Impediment.	20
4.8	Servicer Participation Agreement.	20
4.9	Sophisticated Purchaser.	21




ARTICLE V
	COVENANTS	21
[***]

ARTICLE VI
	CONDITIONS TO CLOSING	29
6.1	Conditions to the Obligations of Purchaser and Seller.	29
6.2	Conditions to the Obligations of Purchaser.	29
6.3	Conditions to the Obligations of Seller.	30

ARTICLE VII
	INDEMNIFICATION	31
[***]

ARTICLE VIII
	MISCELLANEOUS	34


8.1	Assignment.	34
8.2	No Third-Party Beneficiaries.	34
8.3	Termination.	35
8.4	Expenses.	36
8.5	Amendment and Modification.	36
8.6	Notices.	36
8.7	Governing Law.	37
8.8	Severability.	38
8.9	Waiver.	38
8.10	Counterparts; Facsimile.	38
8.11	Entire Agreement	38
8.12	Interpretation.	39

LIST OF EXHIBITS


Exhibit A-1:	[RESERVED]


Exhibit A-2:	[RESERVED]


Exhibit B:	[RESERVED]


Exhibit C:	Data Fields for the Mortgage Loan Schedule


Exhibit D:	Servicing Transfer Instructions


Exhibit E:	Form of Transfer Confirmation


Exhibit F:	Litigation Protocol


Exhibit G:	Form of Power of Attorney


Exhibit H:	Form of Assignment and Assumption Agreement


Exhibit I:	Form of HAMP/HAFA Assignment and Assumption Agreement

Schedules

Preliminary Mortgage Loan Schedule

Schedule 3.4(a): Litigation

iii

MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

THIS MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENT, dated as of [ ], 20[ ] (this “Agreement”), is executed within the United States Virgin Islands by and between Ocwen Loan Servicing, LLC, a Delaware limited liability company (the “ Seller ”) and a wholly-owned subsidiary of Ocwen Mortgage Servicing, Inc., and [ ], a [___________] (the “ Purchaser ”). Seller and Purchaser are referred to collectively herein as the “ Parties ” and each individually as a “ Party .”

Background

WHEREAS , Seller presently services certain mortgage loans, each secured by a first or second lien on residential real property, as more particularly described on the Mortgage Loan Schedule (as defined herein);

WHEREAS , Ocwen Mortgage Servicing, Inc., the parent corporation of Seller, (i) has reviewed, analyzed, and approved this transaction, (ii) has authorized and caused Seller to enter into this Agreement, and (iii) has not delegated any authority to any person outside the United States Virgin Islands to agree to terms on its behalf; and

WHEREAS , Seller and Purchaser desire to set forth the terms and conditions pursuant to which Seller will sell, transfer and assign to Purchaser all of Seller’s right, title and interest in and to the Servicing Rights (as defined herein), and Purchaser will purchase and assume all right, title and interest in and to the Servicing Rights.

Terms

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS


1.1	Definitions .

(a) Certain Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Action ” means any action, suit, litigation, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“ Affiliate ” shall have the meaning given to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended from time to time.

“ Agreement ” shall have the meaning given thereto in the preamble hereto, as this Agreement may be amended or modified from time to time in accordance with the provisions hereof.

“ Ancillary Fees ” means all fees and income derived from and related to the Mortgage Loans, excluding Servicing Fees attributable to the Mortgage Loans, but including late charges, prepayment penalties, incentive fees payable under HAMP, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees, income on escrow accounts and custodial accounts or other receipts on or with respect to such Mortgage Loans, and all other incidental fees, income and charges collected from or assessed against the Mortgagor, other than those charges payable to the applicable Investor under the terms of the applicable Servicing Agreements or as otherwise agreed by the Parties.

“ Applicable Law ” means, as of the time of a particular action, omission or event, any Law or Order applicable to the Mortgage Loans, the Servicing Rights or the Contemplated Transactions.

“ Applicable Servicing Requirements ” means, as applicable, as of the time of a particular action, omission or event (i) all contractual obligations relating to the Servicing of the Mortgage Loans, including those contractual obligations contained in the applicable Servicing Agreements or in the Mortgage Loan Documents; and (ii) all Applicable Laws applicable to the Servicing of the related Mortgage Loans, including any Order with any Regulator.

“ Assignment of Mortgage Instrument ” means an assignment of Mortgage Instrument, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect the transfer of the Mortgage Instrument to the party indicated therein or if the related Mortgage Instrument has been recorded or previously assigned in the name of MERS or its designee, such actions as are necessary to cause the designee to be shown as the owner of the related Mortgage Instrument on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

“ Assumption Agreement ” means the agreement pursuant to which the Purchaser shall assume the Seller’s rights and obligations under the applicable Servicing Agreement.

“ Business Day ” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions located in the states in which the Parties do business generally are required or authorized by law or executive order to close.

“ Closing ” means the consummation of the applicable Contemplated Transactions on the Sale Date, at such time on the Sale Date as is mutually agreed to by the Parties.

“ Collateral Files ” means, with respect to each Mortgage Loan, that file containing the Mortgage Loan Documents or, as permitted by Applicable Servicing Requirements, copies thereof, that are required by the applicable Investor pursuant to Applicable Servicing Requirements to be held by the Custodian.

“ Contemplated Transactions ” means the transactions contemplated by this Agreement.

“ Custodial Accounts ” means the accounts in which Custodial Funds are to be deposited and maintained by Servicer.

“ Custodial Funds ” means all funds held by Servicer with respect to the related Mortgage Loans, including all principal and interest funds, and any other funds due the Investor, maintained by Servicer relating to the Mortgage Loans.

“ Custodian ” means the party, or its successors or assigns, responsible for the safekeeping and tracking of the Collateral File.

“ Effective Date ” means the date on which this Agreement is executed by both Parties.

“ Encumbrances ” means any claims, liens, encumbrances, pledges, easements, servitudes, mortgages, deeds of trust, security interests, options, charges or similar rights of any kind whatsoever.

“ Escrow Accounts ” means the accounts in which Escrow Funds are to be deposited and maintained by the Servicer.

“ Escrow Funds ” means funds held by Servicer or on Servicer’s behalf with respect to the related Mortgage Loans for the payment of taxes, assessments, insurance premiums, ground rents, funds from hazard insurance loss drafts, other mortgage escrow and impound items and similar charges (including interest accrued thereon for the benefit of the Mortgagors under the Mortgage Loans, if applicable).

“ Escrow Payment ” means the portion of a Mortgage Loan Payment in connection with a Mortgage Loan that relates to funds for the payment of taxes, assessments, insurance premiums and other customary mortgage escrow amounts required under the Mortgage Loan Documents.

“ Fannie Mae ” means the Federal National Mortgage Association (FNMA), or any successor thereto.

“ GAAP ” means generally accepted accounting principles in the United States.

“ Governmental Authority ” means any federal, state or local governmental authority, agency, commission or court, including any Regulator.

“ HAFA ” means the Home Affordable Foreclosure Alternatives Program, including all Supplemental Directives, in effect as of the Transfer Date, pursuant to regulations promulgated by the U.S. Department of the Treasury.

“ HAMP ” means the Home Affordable Modification Program, including all Supplemental Directives (including the Principal Reduction Alternatives described in Supplemental Directive 10-05, et. seq. “ PRA ”), in effect as of the Sale Date, pursuant to regulations promulgated by the U.S. Department of Treasury.

“ Insurer ” or “ Insurers ” means any private insurer of Mortgage Insurance and any insurer under any standard hazard insurance policy, any federal flood insurance policy, any title insurance policy or alternative title product, any earthquake insurance policy, or any other insurance policy applicable to a Mortgage Loan, Mortgaged Property or Pool, and any successor thereto.

“ Investor ” means any private investor, trust or other Person who owns or holds Mortgage Loans or any interest therein (including any trustee on behalf of any holders of any related mortgage backed securities, and not the holders of such related mortgage backed securities) serviced by Seller pursuant to any Servicing Agreement, provided, that if Seller only owes Servicing obligations to a Person other than the owner or holder of a Mortgage Loan or any interest therein (including any trustee on behalf of any holders of any related mortgage backed securities) under a Servicing Agreement, such other Person shall be deemed to be the Investor for the purposes of this Agreement.

“ Law ” means any federal, state, local, municipal, or other constitution, law, rule, standard, requirement, administrative ruling, order, ordinance, principle of common law, legal doctrine, code, regulation, or statute relating to the making, servicing, purchasing, selling, or holding, or securitizing residential mortgage loans, including, for the avoidance of doubt, (i) the Real Estate Settlement Procedures Act, the federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Home Mortgage Disclosure Act, the Federal Trade Commission Act, the Gramm-Leach-Bliley Act and all applicable state laws similar to or related to the foregoing, (ii) laws covering predatory lending, fair housing and unfair and deceptive practices and (iii) state adaptations of the Uniform Commercial Code and the Uniform Consumer Credit Code.

“ Losses ” means any and all actual and direct out-of-pocket losses, costs, deficiencies, claims, damages or expenses, including reasonable attorneys’ fees and disbursements in respect of any obligation to indemnify any Person pursuant to the terms of this Agreement; provided, however , that Losses shall not include (i) any consequential, punitive, indirect or special losses or damages, other than such damages or losses paid to a third party or imposed under legal authority on an Indemnified Party by a third party, including any Regulator or (ii) amounts attributable to or arising from overhead allocations, general or administrative costs and expenses, or any cost for the time of either Party’s employees.

“ MERS ” means the Mortgage Electronic Registration System that enables MERS members to track servicing and beneficial rights ownership without the need for the execution, delivery and recordation of an Assignment of Mortgage Instrument with respect to a Mortgage Loan from the existing Servicer to the new Servicer when the servicing with respect to the Mortgage Loan is transferred.

“ MOM Loan ” means a Mortgage Loan with respect to which the granting clause of the uniform security instrument has been modified according to applicable Investor requirements so that the Mortgagor grants the mortgage to MERS rather than to the original lender and which, when recorded, reflects MERS as the original mortgagee.

“ Mortgage Instrument ” means any deed of trust, security deed, mortgage, security agreement or any other instrument which constitutes a lien or encumbrance on real estate securing payment by a Mortgagor of a Mortgage Note.

“ Mortgage Insurance ” means the default insurance provided by private mortgage insurance companies on certain Mortgage Loans, whether lender-paid or borrower-paid.

“ Mortgage Loan ” means the one- to four-family residential mortgage loans or REO identified on the Mortgage Loan Schedule with respect to which, prior to the Sale Date, Seller is the owner of the Servicing Rights and which are the subject of this Agreement.

“ Mortgage Loan Documents ” means, with respect to any Mortgage Loan, the original Mortgage Loan related documents held by the Custodian, including, if applicable, the Mortgage Note; Mortgage Instrument; Assignments of the Mortgage Instrument, if any; title insurance policy or alternative title product; power of attorney; assumption, modification or consolidation agreements, if any, in each case if and to the extent required by Applicable Servicing Requirements.

“ Mortgage Loan Payment ” means, with respect to any Mortgage Loan, the amount of each monthly installment of principal and interest and/or escrow or other payment, as applicable, on such

Mortgage Loan, whether required or permitted to be paid by the Mortgagor in accordance with the terms of the Mortgage Loan Documents.

[“ Mortgage Loan Schedule ” means the schedule of the Mortgage Loans setting forth the information with respect to each Mortgage Loan identified in Exhibit C , which information may be updated and amended pursuant to Section 2.4 hereof or as otherwise agreed by the Parties, and which will be delivered in electronic form.] 1

“ Mortgage Note ” means the original or a certified true and correct copy of the promissory note executed by a Mortgagor, or lost note affidavit, as applicable, secured by a Mortgage Instrument and evidencing the indebtedness of the Mortgagor under a Mortgage Loan.

“ Mortgaged Property ” means the property that secures a Mortgage Note and that is subject to a Mortgage Instrument.

“ Mortgagor ” means any obligor under a Mortgage Note or a Mortgage Instrument.

“ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment, agreement, or arbitration award of a Governmental Authority.

“ Origination Source ”: Any Person who, in connection with the origination of a Mortgage Loan or the program under which such Mortgage Loan was originated, retained the right to consent to the subsequent transfer of servicing of such Mortgage Loan and/or sale of the related Servicing Rights.

“ Origination Source Consent ”: The written consent of an Origination Source.

1 To be updated based on type of servicing rights being sold.

“ Party ” or “ Parties ” means Seller and Purchaser.

“ Permit ” means any license, permit, order, consent, registration, authorization qualification, certificate or filing with any Governmental Authority or pursuant to any Law or Servicing Agreement.

“ Person ” means an individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an unincorporated association or organization, or a government body, agency or instrumentality.

“ Pool ” means one or more Mortgage Loans that have been aggregated pursuant to the requirements of the applicable Investor, and have been pledged or sold to secure or support payments on specific securities or participation certificates or whole loan pools.

“ Preliminary Cut-Off Date ” means, with respect to the Servicing Rights, the close of business on the fifth (5th) Business Day prior to the Sale Date.

“ Purchase Price ” means, [ ]

“ Purchaser Material Adverse Effect ” means any event that has had, or would be reasonably expected to have, a material and adverse effect upon the ability of Purchaser to consummate the Contemplated Transactions or perform its obligations under this Agreement or any of the Transfer Confirmations.

“ Regulator ” means the Consumer Financial Protection Bureau, or any successor thereto or other Governmental Authority having jurisdiction over Seller or Purchaser.

“ REO ” means any residential real property owned by Seller, any of its Affiliates or an Investor (whether for its own account or on behalf of an Investor), as a result of an actual completion of foreclosure proceedings or other acquisition of title with respect to a Mortgage Loan.

“ Representatives ” means each of the respective attorneys, accountants, officers, employees and other authorized agents, advisors and representatives of Purchaser or Seller.

“ Required Consent ”: With respect to each Mortgage Loan and the related Servicing Rights, each and every consent, approval, notice, confirmation, agreement or other documentation required by the applicable Servicing Agreement and Applicable Servicing Requirements in order to sell, assign and transfer the Servicing Rights to the Purchaser in accordance with this Agreement, including, without limitation, as applicable, Investor consent, Insurer consent, Origination Source Consent, trustee consent, master servicer consent and rating agency confirmation.

“ Sale ” means a sale of Servicing Rights on the Sale Date, as provided in this Agreement.

“ Sale Date ” means [_______], 20[__] or a date that is mutually agreed to in writing by Seller and Purchaser, in each case assuming that all conditions precedent to Closing have been satisfied in accordance with Article IV .

“ Seller Material Adverse Effect ” [***]

“ Servicer ” means, with respect to any Mortgage Loan, a party contractually obligated to service the Mortgage Loan in accordance with the applicable Servicing Agreement.

“ Servicing ” means the responsibilities with respect to servicing the Mortgage Loans under the Applicable Servicing Requirements.

“ Servicing Agreements ” With respect to any Mortgage Loan, all of the contracts (including, without limitation, any pooling agreement, servicing agreement, custodial agreement or other agreement or arrangement) establishing and relating to the rights and obligations of the Servicer, whether as master servicer, servicer, sub-servicer or other similar role, as applicable.

“ Servicing Fees ” means all compensation payable to Seller under the applicable Servicing Agreements, including each servicing fee payable based on a percentage of the outstanding principal balance of the Mortgage Loans and any payments received in respect of the foregoing and proceeds thereof but excluding any servicing fees payable on monthly payments that were due in any month prior to the Transfer Date, that remain unpaid or collected following such Transfer Date, excluding any other servicing compensation, such as Ancillary Fees and investment income.

“ Servicing File ” means, with respect to each Mortgage Loan, the physical and electronic files and records maintained by the Seller in connection with its servicing of such Mortgage Loan, including, without limitation, Mortgage Loan Documents, payment histories and Mortgagor communications, in each case to the extent applicable.

“ Servicing Rights ” means any and all of the following: (i) the rights and obligations to service, administer, collect payments for the reduction of principal and application of interest thereon, collect payments on account of taxes and insurance, pay taxes and insurance, remit collected payments, provide foreclosure services, provide full escrow administration, (ii) any other obligations required by any Investor or Insurer in, of, for or in connection with such Mortgage Loan pursuant to the applicable Servicing Agreement, (iii) the right of the applicable Servicer to possess any and all documents, files, records, mortgage file, servicing documents, servicing records, data tapes, computer records, or other information pertaining to such Mortgage Loan or pertaining to the past, present or prospective servicing of such Mortgage Loan, (iv) the right to receive the Servicing Fees and any Ancillary Fees arising from or connected to such Mortgage Loan and the benefits derived from and obligations related to any accounts arising from or connected to such Mortgage Loan and (v) all rights, powers and privileges incident to any of the foregoing, subject, in each case, to any rights, powers and prerogatives retained or reserved by the Investors.

“ Servicing Transfer Instructions ” means the instructions detailing the procedures pursuant to which Seller shall cause the transfer of servicing of the Mortgage Loans to Purchaser attached hereto as Exhibit D .

[***]

“ Termination Date ” means [DATE], unless a different date is mutually agreed upon by the Parties in writing.

“ Transaction Documents ” means this Agreement and the Transfer Confirmations (including, in each case, any and all exhibits, schedules and attachments to any such documents and any other documents executed or delivered in connection therewith).

“ Transfer Confirmation ” means a document, substantially in the form of Exhibit E hereto, executed by Seller and Purchaser, which confirms the sale, transfer and assignment of the Servicing Rights to Purchaser for Servicing on the Transfer Date.

“ Transfer Date ” means [_______], 20[__]; provided that the applicable Required Consents, and the other conditions to the transfer of the Servicing Rights have been obtained, satisfied or waived. The Sale Date and the Transfer Date will be the same date.

ARTICLE II

PURCHASE AND SALE OF THE PURCHASED ASSETS; CLOSING


2.1	Purchase and Sale .

(a) In exchange for the Purchase Price, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Servicing Rights relating to the Mortgage Loans and Pools identified on the Mortgage Loan Schedule. Upon the terms and subject to the conditions of this Agreement, and subject to the Applicable Servicing Requirements, Seller shall, on the Sale Date, sell and assign to Purchaser, and Purchaser shall purchase and assume from Seller, all right, title, interest and obligation of Seller in and to the Servicing Rights to the Mortgage Loans identified on the Mortgage Loan Schedule as being sold on that date (the “ Purchased Assets ”).

(b) Prior to the Sale Date or the Transfer Date, as applicable, Purchaser and Seller shall execute (or cause to be executed) and deliver the documents required by the Investor in connection with the transfer of the related Servicing Rights hereunder, in form and substance reasonably satisfactory to Purchaser and Seller, and shall execute and deliver such other instruments or documents as Purchaser and Seller shall reasonably determine are necessary to evidence the transactions contemplated hereby.


2.2	Sale Date and Transfer D ate.

(a) Subject to the terms and conditions of this Agreement, including the receipt of the Required Consents, on the Sale Date, all legal, beneficial and equitable ownership of and to the applicable Purchased Assets shall be sold, assigned, transferred, conveyed and delivered by Seller to Purchaser, and Purchaser shall purchase from Seller, all legal, beneficial and equitable ownership of and to such Purchased Assets, free and clear of all liens.

(b) Notwithstanding any provision in this Agreement to the contrary, all rights, title (including any document of title), interest, beneficial ownership, and risk of loss in the Servicing Rights that are sold, transferred, assigned, set over, and conveyed to Purchaser on the Sale Date shall pass by Seller to Purchaser in the United States Virgin Islands upon the Sale Date, subject to the terms and conditions of this Agreement.

(c) On the Transfer Date, (x) Seller shall cease to be the servicer, under the related Servicing Agreement in respect of the Mortgage Loans and (y) the physical transfer of Servicing Rights to Purchaser shall occur on the books and records of the Investor.


2.3	Closing Obligations .

(a) Deliveries of Seller .

(i) No later than the close of business on the Business Day prior to the Sale Date, Seller shall deliver to Purchaser the Required Consents.

(ii) No later than two (2) Business Days prior to the Sale Date, Seller shall deliver to Purchaser payment instructions indicating the bank account or accounts to which Purchaser should pay, by wire transfer of immediately available funds, the Purchase Price relating to the Servicing Rights.

(iii) On the Sale Date, Seller shall deliver to Purchaser, or shall cause to be delivered to Purchaser, (A) a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit H ; and (B) any and all other agreements, certificates, instruments and documents otherwise required of Seller under this Agreement or as may reasonably be requested by Purchaser.

(b) Deliveries of Purchaser . On the Sale Date, Purchaser shall deliver to Seller (A) a duly executed Assignment and Assumption Agreement in the form attached hereto as Exhibit H ; and (B) the Purchase Price in accordance with Section 2.6(a) .

(c) Assumed Obligations . Subject to the terms and conditions of this Agreement, including Seller’s indemnification obligations in Article VI I, on the Sale Date, Purchaser shall assume and shall agree to pay, perform and discharge all of the obligations, covenants, and agreements of as Servicer under the Servicing Agreements assigned on the Sale Date, solely to the extent arising on or after the Sale Date, and not relating to an act or omission of Servicer or any other Person prior to the Sale Date (collectively, the “ Assumed Liabilities ”). For the avoidance of doubt, Seller and Purchaser agree that Purchaser is not assuming any agreements other than the Servicing Agreements and related loss mitigation agreements referenced in Section 5.9 .


2.4	Sale Date Data Tapes .

No later than three (3) Business Days before the Sale Date, Seller shall provide Purchaser with a preliminary tape(s) containing the information reasonably required hereunder to purchase the Servicing Rights to be transferred on the Sale Date. Without limiting the foregoing, the data tape or tapes delivered in connection with the Sale Date shall contain the information specified on the Mortgage Loan Schedule as of the Preliminary Cut-Off Date.


2.5	[RESERVED].


2.6	Payment of Purchase Price .

(a) In full consideration for the sale of the Servicing Rights, and subject to Article VI hereof, on the Sale Date, Purchaser shall [PURCHASE PRICE MECHANIC TO BE UPDATED].


2.7	[RESERVED].


2.8	[RESERVED ].


2.9	Transfer of Ownership .

From and after the Sale Date, all legal, beneficial and equitable ownership of and to the related Servicing Rights shall vest in Purchaser. The possession by any Person of all Servicing Files, Collateral Files, Custodial Accounts and Escrow Accounts following the Sale Date, is solely in a custodial capacity for and at the will of Purchaser, subject to Investor requirements.


2.10	Servicing Transfer Instructions .

In connection with the transfer of Servicing Rights from Seller to Purchaser pursuant to this Agreement, Seller and Purchaser shall follow the Servicing Transfer Instructions in all material respects and shall take all steps necessary or appropriate to effectuate and evidence the transfer of the servicing of the related Mortgage Loans and Pools to Purchaser. In any instance in which the Servicing Transfer Instructions conflict with the terms of this Agreement, the terms of this Agreement shall control. Seller and Purchaser shall work cooperatively to ensure that the process of transferring the Servicing Rights complies with Applicable Servicing Requirements, including those of the Regulators, and the Servicing Transfer Instructions shall conform to such Applicable Servicing Requirements. Each of Seller and Purchaser shall comply with servicing transfer guidance issued by the Consumer Financial Protection Bureau.


2.11	Document and Data Transfer .

(a) Seller shall provide or cause to be provided to Purchaser or its designee accurate and complete Mortgage Loan information and documentation (including, without limitation, all servicing notes, collateral documents and other agreements related to the Mortgage Loans) in Seller’s possession and control at the time of the Transfer Date so as to enable Purchaser or its designee, to service the Mortgage Loans on and after the Transfer Date. To the extent not previously provided, the following items will be delivered within the timeframes set forth in the Servicing Transfer Instructions:

(i) One or more readable tapes or electronic data files, in a form and content as mutually agreed, to allow Purchaser to service such Mortgage Loans in accordance with the applicable Servicing Agreements following the Transfer Date;

(ii) Electronic images of the Servicing Files in the possession of Seller in accordance with the terms of the Agreement, or access to Seller’s web portal containing such documents, that are reasonably sufficient to enable Purchaser to assume the responsibility for and to conduct the Servicing of such Mortgage Loans in all material respects following the Transfer Date;


(iii)	[Reserved];

(iv) If reasonably available and without any representation or warranty as to accuracy, Seller shall provide to Purchaser for each related Servicing Agreement, with respect to delinquent Mortgage Loans, the most recent broker price opinions made with respect to the related Mortgage Loans, which may be included in the related Servicing File; and


(v)	On the Transfer Date, the applicable Transfer Confirmation.

(b) Anything to the contrary contained in this Agreement notwithstanding, except for Applicable Servicing Requirements which must be satisfied, with respect to each Mortgage Loan, Seller may deliver any documents required to be delivered to Purchaser by means of electronic data containing the relevant information or a computer disk containing scanned images of some or all documents relating to the Mortgage Loan; p rovided, that any such electronic data shall be in a format mutually agreed upon by the Parties.

(c) Seller shall cooperate with Purchaser in connection with reasonable loan level testing, through review of images and reports, to allow Purchaser to prepare for the transfer of servicing of the Mortgage Loans. Any images provided to Purchaser shall be in PDF, TIF or multi-TIF format.

2.12 Assignments; Endorsements .

(a ) As soon as practicable after the Transfer Date, Purchaser will provide notification of endorsements needed from Seller’s name to Purchaser or the applicable Investor based on its receipt of custodial exception reports. Within one hundred twenty (120) days of receipt of such notification (or such earlier time as required under Applicable Servicing Requirements if requested by Purchaser with respect to a particular Mortgage Loan in order to service such Mortgage Loan in accordance with Applicable Servicing Requirements), Seller shall complete endorsements from its name to Purchaser or the applicable Investor. Seller shall provide Purchaser a semi-monthly status report of endorsements in progress. If the original Mortgage Note is endorsed to a specific party or to Seller, Seller will endorse the original Mortgage Note “pay to the order of blank/Purchaser or its designee, without recourse” signed in the name of Seller by an authorized officer. If the original Mortgage Note is endorsed “pay to the order of ‘ blank ’”, Seller will deliver the Mortgage Note to Purchaser or its designee, and will not complete an additional endorsement.

(b) If the Mortgage Instrument or Assignment of Mortgage Instrument is in the name of Seller, Seller will no later than one hundred twenty (120) days after the Transfer Date, prepare and submit to the appropriate county office for recordation an Assignment of Mortgage Instrument to Purchaser or its designee. Seller shall bear all costs associated with the preparation and recording of such Assignments of Mortgage Instrument. For the avoidance of doubt, Seller shall not be obligated to prepare or record any such Assignment of Mortgage Instrument if there is an executed Assignments of Mortgage Instrument in blank in the related Collateral File.

(c) With respect to Mortgage Loans registered with MERS, Seller shall provide Purchaser with the MERS mortgage loan identification number for each such Mortgage Loan and take such other actions with respect to MERS as set forth in the Servicing Transfer Instructions. For each Mortgage Loan registered with MERS that has a status of “Active (Registered)” in the MERS system as of the Transfer Date, Purchaser shall follow the requirements of the applicable Investor and MERS to reflect in the records of MERS the assignment and transfer

of the applicable Servicing Rights from Seller to Purchaser. For each Mortgage Loan registered with MERS or closed as a MOM Loan, Seller shall bear all costs and responsibility associated with the reflection of the transfer of Servicing Rights in the records of MERS, which costs shall include, for the avoidance of doubt, the expense associated with the registration of the assignment of the Servicing Rights from Seller to Purchaser on the MERS system. Purchaser or its designee shall provide the MERS Servicer and Investor ORG ID to Seller ten (10) Business Days prior to the Sale Date.


2.13	Required Consents .

From the date hereof until the Sale Date, or the Termination Date, Purchaser shall use its commercially reasonable efforts to obtain, and Seller shall cooperate with Purchaser to obtain, the applicable Required Consents on or prior to the Sale Date. Seller will be responsible for all costs and expenses (including any indemnification obligations that are acceptable to Seller) arising out of or relating to obtaining such consents; provided , h owever, that Purchaser shall be responsible for any costs or expenses of Seller or its counsel. The Parties shall use commercially reasonable efforts to minimize the cost and expenses incurred in connection with obtaining the applicable Required Consents.

Prior to the Sale Date, Purchaser and Seller shall (i) execute (or cause to be executed) and deliver the documents required by the applicable Investors in connection with the transfer of the related Servicing Rights and, as applicable, the Servicing Agreements, hereunder, in form and substance reasonably satisfactory to both Parties, and (ii) cooperate with each other to transfer (to the extent permitted by the applicable Investor) from Seller to Purchaser the benefit of any waivers granted by Investors directly related to Servicing the Mortgage Loans (which, for the avoidance of doubt, includes waivers related to Collateral Files), including with respect to Mortgage Loan Documents required to be held in the Collateral File to the extent held by the Custodian.


2.14	Costs of Transfer .

Except as otherwise provided herein, each of the Parties hereto shall bear its own fees, expenses and commissions of financial, legal and accounting advisors and other outside consultants incurred in connection with the due diligence, negotiation and execution of this Agreement and the consummation of the Contemplated Transactions.


2.15	Notice to Borrowers .

Seller and Purchaser shall work jointly to provide servicing transfer notices and any other similar notices to Mortgagors if and as may be required under the Applicable Servicing Requirements, including the Federal Real Estate Settlement Procedures Act codified § 2601 et seq. and implemented by Regulation X, 24 C.F.R. Part 3500, and if any such notices shall be required to be sent (or are otherwise sent) by either Party (or both Parties), each Party shall bear the expense of sending its own notices. In addition, and without limiting the generality of the foregoing sentence, at least fifteen (15) days prior to the Transfer Date, Seller shall, at Seller’s expense, (a) in accordance with Applicable Servicing Requirements, notify the Mortgagor of

each related Mortgage Loan of the transfer of the servicing to Purchaser and instruct the Mortgagor to remit all monthly payments to Purchaser after the Transfer Date, and (b) by the Transfer Date, notify any custodian, real estate tax authorities and insurance companies and/or agents, that the Servicing Rights are being transferred and instruct such entities to deliver all payments, notices, tax bills and insurance statements to Purchaser after the Transfer Date. No later than fifteen (15) days after the Transfer Date, Purchaser shall, at Purchaser’s expense, in accordance with Applicable Servicing Requirements, notify the Mortgagor of each related Mortgage Loan of the transfer of the servicing to Purchaser and instruct the Mortgagor to remit all monthly payments to Purchaser after the Transfer Date. The form of such “goodbye letter” and “welcome letter” shall be approved not less than three (3) weeks in advance of the first Transfer Date by both Parties, which such approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Seller and Purchaser may mutually agree to provide joint notifications to the Mortgagors consistent with Applicable Servicing Requirements.


2.16	Flood Contracts .

No later than the Transfer Date, Seller shall assign to Purchaser, at Seller’s expense, a fully paid, freely assignable, completed life of loan flood certificate on each Mortgage Loan, including appropriate loan-level flood determination data. If Seller is unable to assign such certificate, but does provide a fully paid, freely assignable, completed life of loan flood certificate issued by a vendor other than CoreLogic on each Mortgage Loan, including appropriate loan-level flood determination data, Seller shall pay Purchaser $3.50 for each such Mortgage Loan. If Seller is unable to assign such life of loan certificates for each Mortgage Loan, Seller shall pay Purchaser $6.00 for each such Mortgage Loan.


2.17	Tax Records Monitoring .

No later than the Transfer Date, Seller shall assign to Purchaser a fully paid, freely assignable, life of loan tax service contract on each Mortgage Loan, if and to the extent assignable at Seller’s expense. If Seller fails to deliver such contract for any Mortgage Loan, Seller shall pay Purchaser $25.00 for each such Mortgage Loan.


2.18	Loan Tapes .

Seller will provide to Purchaser a test tape, trial tape, and an accurate conversion tape containing all available history, and loan information and all other information necessary to service the Mortgage Loans in accordance with the Applicable Servicing Requirements as of the Transfer Date so as to complete the conversion of all Mortgage Loans, and security information, in each case in such manner as reasonably requested by Purchaser, including the information set forth in the Servicing Transfer Instructions. A test tape described above with a cut-off date sixty

(60) days prior to the Transfer Date shall be provided by Seller to Purchaser within five (5) Business Days following such cut-off date.


2.19	Custodian .

Purchaser shall continue to use the Custodian presently used by the Investor pursuant to the Servicing Agreement.


2.20	Transfers of REO .

In connection with any REOs acquired in the name of Seller in accordance with Applicable Servicing Requirements for the account of the applicable Investor, Purchaser, at Seller’s sole cost and expense, shall transfer record title from Seller to Purchaser or its designee.


2.21	[RESERVED .]


2.22	Mortgage Insurance .

Seller will agree to provide reasonable cooperation in connection with the resolution of curtailments and rescissions, including, without limitation, providing documentation, data and backup with respect thereto that is in the possession or control of Seller and not previously provided to or otherwise in the possession of Purchaser. In addition, Seller and Purchaser understand that the master servicer of the securitizations may condition its consent of the servicing transfer on the implementation of certain processes. If such request is made by the master servicer, Seller and Purchaser shall work together in good faith to resolve such request.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

THE REMAINDER OF THIS PAGE AND THE FOLLOWING FOUR PAGES OF
THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.

[***]

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as of the date hereof, as of the Sale Date and as of the Transfer Date as follows:

4.1 Organization, Authority . Purchaser is duly organized and validly existing as a [__________] in good standing under the laws of [_______]. Purchaser has all corporate or similar power and corporate or similar authority and is duly qualified or otherwise authorized in all material respects to do business in each jurisdiction where the ownership or operation of the Purchased Assets requires such qualification. All necessary corporate or similar action and other proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and

the Transfer Confirmations and the consummation of the Contemplated Transactions have been duly taken. This Agreement has been, and each of the Transfer Confirmations will be, duly executed and delivered by or on behalf of Purchaser and, assuming the due execution by Seller of this Agreement and the Transfer Confirmations, constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by Laws applicable to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity.


4.2	No Conflict .

(a) The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the Contemplated Transactions will not:

(i) violate or conflict with the organizational documents of Purchaser;

(ii) violate any provision of Law to which Purchaser is subject or violate or conflict with any Order applicable to Purchaser; or

(iii) violate, breach or constitute a default (with or without notice or lapse of time or both) under or give rise to a right of termination, cancellation or acceleration of any right, remedy or obligation under any term or provision of any material contract or agreement to which Purchaser is a party which breach could reasonably be expected to (A) result in a Purchaser Material Adverse Effect, (B) impair in any material respect the ability of Purchaser to perform its obligations under this Agreement or any of the Transfer Confirmations or (C) prevent or materially impede or delay the consummation of the Contemplated Transactions.

(b) Except for the Required Consents, the execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the Contemplated Transactions do not require any consent from, registration, declarations or other filing with or approval or authorization of any Governmental Authority by or with respect to Purchaser.


4.3	Litigation .

No Actions are pending or, to Purchaser’s knowledge, threatened against Purchaser which would have a Purchaser Material Adverse Effect. Purchaser is not subject to any Order that would have a Purchaser Material Adverse Effect.


4.4	Permits .

(a) Purchaser has all of the Permits that are required to own and administer the Servicing Rights, except where the failure to obtain such Permits would not delay the consummation of the Contemplated Transactions or have, individually or in the aggregate, a Purchaser Material Adverse Effect. Purchaser has complied in all material respects with all requirements in connection with such Permits and such Permits are in full force and effect and, to the knowledge of Purchaser, no suspension or cancellation of any of them has been threatened and the Permits will not be subject

to suspension, modification or revocation as a result of this Agreement or the consummation of the Contemplated Transactions, except where any such failures to hold or comply or any such suspension, modification or revocation would not either delay the consummation of the Contemplated Transactions or have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(b) Without limiting the generality of Section 4.4(a) , Purchaser is (i) properly licensed and qualified to do business and in good standing in each jurisdiction in which such licensing and qualification is necessary to act as the servicer under any of the Servicing Agreements and applicable law, and (ii) qualified to act as the servicer under each Servicing Agreement, and no event has occurred which would make Purchaser unable to comply with all such eligibility requirements or which would require notification to an Investor.


(c)	Purchaser is an approved member in good standing of the MERS system.


4.5	Financial Ability .

Purchaser will have (when required under this Agreement) immediate access to all funds necessary to pay the Purchase Price and related fees and expenses and Purchaser will have (when required under this Agreement) the financial capacity to perform all of its other obligations under this Agreement.


4.6	[No Brokers .

No agent, broker, investment banker, financial advisor or other Person is or will be entitled to any broker’s or finder’s fee or any other similar commission or fee from Purchaser or any of its Affiliates in connection with any of the Contemplated Transactions.] ³


4.7	No Impediment .

Except as previously disclosed to Seller or disclosed in Purchaser’s public filings with the Securities and Exchange Commission, if any, to Purchaser’s knowledge, there is no event relating to Purchaser’s business, operations, management, financial condition, legal status or other such factor that would reasonably be expected to adversely affect in any material respect

(a) the likelihood that any of the conditions set forth in Article VI and Article VII could not reasonably be satisfied within the time period contemplated by this Agreement, including timely receipt of Required Consents or related third-party consents in accordance with Section 2.13 hereof, and the absence of any actual or threatened material Actions related to Purchaser’s servicing of residential mortgage loans or acceptance of servicing transfers, (b) the ability of Purchaser to perform its obligations under this Agreement, or (c) on Seller, including material adverse reputation risk.


4.8	Servicer Participation Agreement .

__________________


3	Subject to change if NRM is permitted to use a broker

Purchaser is a party in good standing to a Servicer Participation Agreement with Fannie Mae, acting on behalf of the U.S. Department of the Treasury, for the implementation of HAMP, and such Servicer Participation Agreement is not subject to any termination based on a breach or default by Purchaser.


4.9	Sophisticated Purchaser .

Purchaser is a sophisticated investor and its bid and decision to purchase the Servicing Rights is based upon Purchaser’s own independent experience, knowledge, due diligence and evaluation of the transactions contemplated in this Agreement. Purchaser has relied solely on such experience, knowledge, due diligence and evaluation and has not relied on any oral or written information provided by Seller or Seller’s agents other than the representations and warranties made by Seller herein.

ARTICLE V

COVENANTS

THE REMAINDER OF THIS PAGE AND THE FOLLOWING SEVEN PAGES HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.

[***]

ARTICLE VI

CONDITIONS TO CLOSING


6.1	Conditions to the Obligations of Purchaser and Seller .

The respective obligations of Purchaser and Seller to effect the Contemplated Transactions shall be subject to the satisfaction or waiver by Purchaser and Seller at or prior to each Closing, of the following conditions:

(a) No Law or Orders . (i) No Law that restrains, enjoins or otherwise prohibits the Contemplated Transactions shall have been enacted, adopted or promulgated and be in effect, (ii) no temporary restraining order, preliminary or permanent injunction, decree, judgment, legal restraint or other Order of a court of competent jurisdiction or other Governmental Authority which materially impairs, restrains, enjoins or otherwise prohibits the Contemplated Transactions shall have been issued, entered or enforced and be in effect and

(iii) no action or proceeding by a Governmental Authority seeking such an Order shall be pending.

(b) Required Consents . Purchaser and Seller shall have received the Required Consents on or before the Sale Date.

(c) Other Documents . Each Party shall have delivered to the other Party all such other documents as it may reasonably request in order to consummate the Contemplated Transactions.

(d) Absence of Certain Regulatory Objections . The Consumer Financial Protection Bureau shall not have raised (or, if raised, shall have subsequently not withdrawn), any material objection to the consummation of the Contemplated Transactions.


6.2	Conditions to the Obligations of Purchaser .

The obligation of Purchaser to effect the Contemplated Transactions shall be subject to the satisfaction or waiver by Purchaser at or prior to each Closing, of the following conditions:

(a) Representations and Warranties . All representations and warranties of Seller contained in this Agreement:

(i) that are qualified as to materiality or Seller Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Effective Date (or in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), and

(ii) shall be true and correct as of the Sale Date, as though made on and as of the Sale Date (or in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), except for the failure or failures of such representations and warranties to be so true and correct that (after excluding any effect of materiality or Seller Material Adverse Effect qualifications set forth in any such representation or warranty) have not had and would not have, individually or in the aggregate, a Seller Material Adverse Effect.

(b) Covenants and Agreeme nts. Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing.

(d) Assumption Agreements . Purchaser shall be in receipt of, with respect to each underlying securitization transaction, an Assumption Agreement, executed by the related trustee and each other required party for such Contemplated Transaction, in form and substance reasonably acceptable to Purchaser.

(e) Other Documents . Seller shall have delivered to Purchaser all such other documents as Purchaser may reasonably request in order to consummate the Contemplated Transactions.


6.3	Conditions to the Obligations of Seller .

The obligation of Seller to effect the Contemplated Transactions shall be subject to the satisfaction or waiver by Seller at or prior to the Closing, of the following conditions:

(a) Representations and Warranties . All representations and warranties of Purchaser contained in this Agreement:

(i) that are qualified as to materiality or Purchaser Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Effective Date (or in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), and

(ii) shall be true and correct as of the Sale Date, as though made on and as of the Sale Date (or in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), in the case of Section 4.8 without regard to any knowledge qualifier therein and except for the failure or failures of such representations and warranties to be so true and correct that (after excluding any effect of materiality or Purchaser Material Adverse Effect qualifications as set forth in any such representation or warranty) have not had and would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(b) Covenants and Agreements . Purchaser shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing.

(d) No Actions . There are no actual or threatened material Actions related to Purchaser’s servicing of residential mortgage loans or acceptance of servicing transfers that could reasonably be expected to have a material adverse effect on Seller, including material adverse reputation risk, if the Contemplated Transaction were consummated.

ARTICLE VII

INDEMNIFICATION

THE REMAINDER OF THIS PAGE AND THE FOLLOWING THREE PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

ARTICLE VIII

MISCELLANEOUS


8.1	Assignment .

This Agreement and the rights hereunder shall not be assignable or transferable by either Party hereto without the prior written consent of the other Party hereto; pr ovided, h owever, that Purchaser shall have the right to assign (a) its rights and interests in the Servicing Rights and (b) this Agreement and all or any part of its rights hereunder and to delegate all or any part of its obligations hereunder to any Affiliate of Purchaser, but in such event Purchaser shall remain fully liable for the performance of all of such obligations in the manner prescribed in this Agreement. Notwithstanding the above, this Agreement shall inure to the benefit of, and be binding upon and enforceable against, the respective successors and permitted assigns of the Parties.


8.2	No Third-Party Beneficiaries .

Except for Section 5.9 (Loss Mitigation) and Article VII (relating to Indemnified Parties), this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any Person (including employees), other than the Parties and such respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.


8.3	Termination .

(a) This Agreement may be terminated at any time prior to the Closing with respect to the sale of Servicing Rights pertaining to a particular Servicing Agreement:

(i) by the mutual written consent of Seller and Purchaser;

(ii) with respect to all or any portion of the Servicing Rights, by Seller or Purchaser if the Closing shall not have occurred on or before the Termination Date, provided, that neither Party may terminate this Agreement pursuant to this Section 8.3(a)(ii) if the failure of the Closing to have occurred on or before the Termination Date was due to such Party’s willful breach of any representation or warranty or material breach of any covenant or other obligation contained in this Agreement;

(iii) by either Seller or Purchaser, if (A) any Governmental Authority which must grant a required Purchaser Governmental Approval or Seller Governmental Approval has denied such approval and such denial has become final and nonappealable or (B) any Governmental Authority shall have issued a final nonappealable Order enjoining or otherwise prohibiting the consummation of the Contemplated Transactions;

(iv) by Purchaser, if it is not in material breach of its representations, warranties, covenants or other obligations under this Agreement (after, in the case of such representations and warranties, excluding any effect of materiality or Purchaser Material Adverse Effect qualifications), and if (A) at any time that any of the representations and warranties of Seller herein become untrue or inaccurate such that Section 6.2(a) would not be satisfied or (B) there has been a breach on the part of Seller of any of its covenants or agreements contained in this Agreement such that Section 6.2(b) would not be satisfied, and, in both case (A) and case (B), such breach (if curable) has not been cured within thirty (30) days after Purchaser has provided written notice of such breach to Seller;

(v) by Seller, if it is not in material breach of its representations, warranties, covenants or other obligations under this Agreement (after, in the case of any other representations and warranties, excluding any effect of materiality or Seller Material Adverse Effect qualifications), and if (A) at any time that any of the representations and warranties of Purchaser herein become untrue or inaccurate such that Section 6.3(a) would not be satisfied or (B) there has been a breach on the part of Purchaser of any of its covenants or agreements contained in this Agreement such that Section 6.3(b) would not be satisfied, and, in both case (A) and case (B), such breach (if curable) has not been cured within thirty (30) days after Seller has provided written notice of such breach to Purchaser; or

(vi) by Purchaser, in the event that prior to the Sale Date there shall have occurred (x) a material change in financial markets, an outbreak or escalation of hostilities or a material change in national or international political, financial or economic conditions; (y) a general suspension of trading on major stock exchanges; or (z) a disruption in or moratorium on commercial banking activities or securities settlement services; in any such case, Purchaser shall have the right to terminate this Agreement or negotiate in good faith an adjustment to the Purchase Price to be paid as of the Sale Date

(b) In the event of termination by Seller or Purchaser pursuant to Section 8.3(a) , written notice thereof shall forthwith be given to the other Party, this Agreement shall become void and have no effect and the Contemplated Transactions shall be terminated without further action by any Party; provided, that, in the event this Agreement is terminated only with respect to the sale of certain Servicing Rights pertaining to any particular Servicing Agreement, it shall become void and have no effect and the Contemplated Transactions shall be terminated without further action by any Party only with respect to such sale of such Servicing Rights and shall otherwise remain in full force and effect between the Parties. If the Contemplated Transactions (or a portion thereof) are terminated as provided herein:

(i) each Party shall return to the other Party hereto within thirty (30) days of termination all documents and other material received from such other Party or its respective Affiliates or Representatives relating to the Contemplated Transactions (or such portion thereof), whether so obtained before or after the execution hereof;

(ii) all confidential information received by each Party hereto with respect to Seller’s or Purchaser’s servicing business shall be treated in accordance with the

Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement; and

(iii) the provisions of Section 5.2(a) (Confidentiality), Section 5.4 (Publicity), Article VII (Indemnification) and this Article VIII shall remain in full force and effect, along with any other Section which, by its terms, relates to post-termination rights or obligations.

(c) In no event shall any termination of this Agreement limit or restrict the rights and remedies of a Party hereto against the other Party with respect to any liabilities or Losses incurred or suffered by such Party as a result of the breach by the other Party of any of its representations, warranties, covenants or agreements in this Agreement.


8.4	Expenses .

Except as otherwise provided herein, Seller and Purchaser will each be liable for its own costs and expenses incurred in connection with the negotiation, preparation, execution or performance of this Agreement and the Transfer Confirmations, whether or not the Closing shall have occurred. Neither Party shall have the right to set-off against the other Party any amounts which may be due and payable by such Party pursuant to a separate agreement, from any amounts which are due and payable pursuant to this Agreement.


8.5	Amendment and Modification .

This Agreement may not be amended except by an instrument or instruments in writing signed and delivered on behalf of each of the Parties hereto.


8.6	Notices .

All notices and other communications hereunder shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally, (b) on the date of transmission if sent via facsimile transmission to the facsimile number given below, and telephonic confirmation of receipt is obtained promptly after completion of transmission, (c) on the Business Day after delivery to a reputable nationally recognized overnight courier service or (d) upon receipt after being mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):


(i)	If to Purchaser, to:

[ ]

Attention: [ ]

With a required copy (which shall not constitute notice) to:

[ ]

Attention: [ ]


(ii)	If to Seller, to:

Ocwen Loan Servicing, LLC 402 Strand Street

Frederiksted, USVI 00840

Attention: Secretary and General Counsel

Such addresses may be changed from time to time by means of a notice given in the manner provided in this Section 8.6 (provided, that no such notice shall be effective until it is received by the other Party hereto).


8.7	Governing Law .

This Agreement and the powers of attorney shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that state. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided , however , that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the Parties hereto hereby (i) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the Contemplated Transactions may not be enforced in or by any of the above-named courts.

(a) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 8.7 .


8.8	Severability .

If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the legality, validity or enforceability of any other provision hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found by a court or other Governmental Authority of

competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision will be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.


8.9	Waiver .

Waiver of any term or condition of this Agreement by either Party shall be effective if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term of this Agreement. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.


8.10	Counterparts; Facsimile .

This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each Party and delivered to the other Party. Signatures of the Parties transmitted by facsimile or other electronic communication means shall be binding and effective for all purposes. Such Party shall subsequently deliver to the other Party an original, executed copy of this Agreement; provided, however, that a failure to deliver such original shall not invalidate a facsimile or other electronic signature.

8.11 Entire Agreement .

This Agreement, including the Schedules and Exhibits hereto, and the Transfer Confirmations contain the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and understandings, oral or written, relating to such subject matter.


8.12	Interpretation .

All references to immediately available funds or dollar amounts contained in this Agreement shall mean United States dollars. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be

construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision of this Agreement. Nothing in this Agreement shall be construed to require either Party hereto to violate any Law.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

PURCHASER :

[ ]

By:

Name:

Title:

ACKNOWLEDGMENT

Territory of the U.S. Virgin Islands ) ss: Judicial District of St. Thomas-St. John )

On this ______ day of [______], 2017, before me personally appeared _____________ _____________, who executed the foregoing instrument, and acknowledged that he/she executed the same as his/her free act and deed.

[ ] Personally Known

[ ] Produced Identification

Type of ID Produced __________________

NOTARY PUBLIC

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

SELLER :

OCWEN LOAN SERVICING, LLC

ACKNOWLEDGMENT

Territory of the U.S. Virgin Islands ) ss:

Judicial District of St. Thomas-St. John )

[ ] Personally Known

[ ] Produced Identification

Type of ID Produced __________________

NOTARY PUBLIC

EXHIBIT A-1

[RESERVED]

EXHIBIT A-2

[RESERVED]

EXHIBIT B

[RESERVED]

EXHIBIT C

DATA FIELDS FOR MORTGAGE LOAN SCHEDULE

[***]

EXHIBIT D

SERVICING TRANSFER INSTRUCTIONS

[Attached]

EXHIBIT E

FORM OF TRANSFER CONFIRMATION

[DATE]

[PURCHASER ADDRESS]

Re: Transfer Confirmation Ladies and Gentlemen:

This transfer confirmation (this “ Transfer Confirmation ”) between Ocwen Loan Servicing, LLC (the “ Seller ”) and [_________] (the “ Purchaser ”) sets forth our acknowledgement, pursuant to which the Purchaser is assuming responsibility for the Servicing, and the Seller is transferring the Servicing of those certain Mortgage Loans (and only those certain Mortgage Loans) identified on Schedule 1 hereto and more particularly described herein (the “ Servicing R ights”), effective as of the date of this Transfer Confirmation which, notwithstanding anything to the contrary in the Agreement, shall be the “Transfer Date” for such Servicing and the related Mortgage Loans and Servicing Rights.

The transfer of the Servicing as contemplated herein shall be governed by that certain Mortgage Servicing Rights Purchase and Sale Agreement, dated as of [_____], 20[__], between the Seller and the Purchaser (the “ Agreement ”).

All schedules hereto are incorporated herein in their entirety. In the event there exists any inconsistency between the Agreement and this Transfer Confirmation, the Agreement shall be controlling notwithstanding anything contained in this Transfer Confirmation to the contrary. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

[Signature page follows.]

Kindly acknowledge your agreement to the terms of this Transfer Confirmation by signing in the appropriate space below and returning this Transfer Confirmation to the undersigned. Telecopy or electronically imaged signatures (including by PDF) shall be deemed valid and binding to the same extent as the original.

OCWEN LOAN SERVICING, LLC [PURCHASER]

By:

Name: Title:

SCHEDULE 1 TO TRANSFER CONFIRMATION

MORTGAGE LOANS

EXHIBIT F

[ LITIGATION PROTOCOL ] 4

4 Discuss if needed.

EXHIBIT G

FORM OF POWER OF ATTORNEY

[Attached]

EXHIBIT H

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Agreement ”), dated [ ] (the “ Sale Date ”), is by and between Ocwen Loan Servicing, LLC (the “ Seller ”) and [ ] (the “ Purchaser ”).

WHEREAS , Seller and Purchaser have entered into that certain Mortgage Servicing Rights Purchase and Sale Agreement, dated as of [ ], 20[__] (the “ Purchase Agreement ”), pursuant to which Seller has agreed to sell, transfer and assign to Purchaser certain Purchased Assets; and

WHEREAS , Seller and Purchaser are executing this Agreement in connection with the consummation of certain transactions contemplated by the Purchase Agreement.

NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions . Unless otherwise defined herein, capitalized terms used but not defined herein shall be as defined in the Purchase Agreement.

2. Sale and Assignment . Upon the terms and subject to the conditions of the Purchase Agreement, and subject to the Applicable Servicing Requirements, Seller, on the Sale Date, hereby sells and assigns to Purchaser, and Purchaser purchases and assumes from Seller, all right, title, interest and obligation of Seller in and to the Servicing Rights to the Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as Schedule I and the related Servicing Agreements listed on Schedule II attached hereto.

3. Incorporation of Terms of the Purchase Agreement . This Agreement is made, executed and delivered pursuant to the Purchase Agreement, and is subject to all the terms, provisions and conditions thereof. Except as expressly contemplated by the Purchase Agreement, to the extent any provisions of this Agreement conflict with any provisions of the Purchase Agreement, the Purchase Agreement shall control, including with respect to the enforcement of the rights and obligations of the parties to this Agreement.

4. Binding Effect . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto and their successors and assigns, any rights, obligations, remedies or liabilities.

5. Applicable Law . This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York applicable to contracts executed in and to be performed in that state, except to the extent preempted by Federal law.

6. Counterparts . This Agreement may be executed in counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument.

7. Assignment . Neither party may assign all or any part of this Agreement, or any interest herein, without the prior written consent of the other party, and any permitted assignee shall assume the assignor’s obligations under this Agreement.

8. No Third Party Beneficiaries . This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties and such respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

[signatures on following page]

IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be executed and delivered by its duly authorized officer or agent as of the day and year first written above.

SELLER :

OCWEN LOAN SERVICING, LLC

By:

Name:

Title:

PURCHASER :

[ ]

By:

Name:

Title:

SCHEDULE I

MORTGAGE LOAN SCHEDULE

SCHEDULE II

SERVICING AGREEMENTS

EXHIBIT I

FORM OF HAMP/HAFA ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “ Assignment and Assumption Agreement ”) is entered into as of [TRANSFER DATE] by and between Ocwen Loan Servicing, LLC (“ Assignor ”) and [_______] (“ Assignee ”).

All terms used, but not defined, herein shall have the meanings ascribed to them in the Underlying Agreement (defined below).

WHEREAS, Assignor and Federal National Mortgage Association, a federally chartered corporation, as financial agent of the United States (“ Fannie Mae ”), are parties to a Commitment to Purchase Financial Instrument and Servicer Participation Agreement, a complete copy of which (including all exhibits, amendments and modifications thereto) is attached hereto and incorporated herein by this reference (the “ Underlying Agreement ”);

WHEREAS, Assignor has agreed to assign to Assignee all of its rights and obligations under the Underlying Agreement with respect to the Eligible Loans that are identified on the schedule attached hereto as Schedule 1 (collectively, the “ Assigned Rights and Obligations ”); and

WHEREAS, Assignee has agreed to assume the Assigned Rights and Obligations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment . Assignor hereby assigns to Assignee all of Assignor’s rights and obligations under the Underlying Agreement with respect to the Assigned Rights and Obligations.

2. Assumption . Assignee hereby accepts the foregoing assignment and assumes all of the rights and obligations of Assignor under the Underlying Agreement with respect to the Assigned Rights and Obligations.

3. Effective Date . The date on which the assignment and assumption of rights and obligations under the Underlying Agreement is effective is [TRANSFER DATE].

4. Successors . All future transfers and assignments of the Assigned Rights and Obligations transferred and assigned hereby are subject to the transfer and assignment provisions of the Underlying Agreement. This Assignment and Assumption Agreement shall inure to the benefit of, and be binding upon, the permitted successors and assigns of the parties hereto.

5. Counterparts . This Assignment and Assumption Agreement may be executed in counterparts, each of which shall be an original, but all of which together constitute one and the same instrument.

IN WITNESS WHEREOF, Assignor and Assignee, by their duly authorized officials, hereby execute and deliver this Assignment and Assumption Agreement, together with Schedule I, effective as of the date set forth in Section 3 above.

ASSIGNOR : OCWEN LOAN SERVICING, LLC

By:

Name:

Title:

ASSIGNEE: [ ]

By:

Name:

Title:

Schedule I

Mortgage Loans

SCHEDULE 3.4(a)

LITIGATION

[Attached]

SCHEDULE 3.4(a)-1

SCHEDULE 5.12(a)

SUBJECT LITIGATION

[Attached]

SCHEDULE 5.12(a)

Attachment 3 to Exhibit 5

Seller Indemnification

THE REMAINDER OF THIS PAGE AND THE FOLLOWING TWO PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

EXHIBIT 6

[RESERVED]

EXHIBIT 7

Major Shelf Groups

[attached]

EXHIBIT 7

Major Shelf Groups

THE REMAINDER OF THIS PAGE AND THE FOLLOWING 40 PAGES OF THIS
EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

EXHIBIT 8

New RMSR Agreement Documentation Principles

The New RMSR Agreement will provide that the Seller and the Purchasers will have similar interests and economics in the related Servicing Rights and Rights to MSRs for the MSRPA Servicing Agreement subject to the New RMSR Agreement that NRM and the Purchasers would have under the NRM Subservicing Agreement (including any related portfolio defense or MSR recapture arrangements) if the related Transfer Date for such MSRPA Servicing Agreement occurred except as otherwise set forth in this Exhibit 8.

The New RMSR Agreement will be based, to the extent possible, unless explicitly prohibited by Applicable Requirements (as defined in the NRM Subservicing Agreement) or any other contractual requirements in effect as of the Effective Date, including any MSRPA Servicing Agreement, upon the NRM Subservicing Agreement, consistent with any changes contemplated by the items described below and such other changes mutually agreed in writing by Holdings and Seller:

Seller, not NRM, will be the named servicer or sub-servicer, as applicable, under the related MSRPA Servicing Agreements subject to the New RMSR Agreement. Seller shall service the related Mortgage Loans in respect of the MSRPA Servicing Agreements in a manner substantially similar to the NRM Subservicing Agreement but for the benefit of the Purchasers because of the Purchasers’ interests in the related Rights to MSRs and other interests under the RMSR Servicing Agreement. Subject to Applicable Requirements (as defined in the NRM Subservicing Agreement), the Purchasers shall have substantively the same rights and interests (including any and all applicable representations, warranties, covenants and indemnities) in connection with the servicing of the related Mortgage Loans under the related MSRPA Servicing Agreements subject to the New RMSR Agreement that NRM has under the NRM Subservicing Agreement, as long as Seller is servicing the loans, including, but not limited to, rights to receive reports and data from Seller, vendor oversight of Seller's vendors, rights related to REO downstream services, and audit rights of Seller. Seller shall not be required to take an action with respect to a Change Request (as defined in the NRM Subservicing Agreement) which, in Seller’s reasonable opinion, may violate Applicable Requirements (as defined in the NRM Subservicing Agreement) as detailed in an Initial Response Notice (as defined in the NRM Subservicing Agreement).

Holdings will pay Seller the same fees and other compensation under the New RMSR Agreement for any applicable MSRPA Servicing Agreement and the related Mortgage Loans that NRM would have otherwise paid Seller under the NRM Subservicing Agreement for such MSRPA Servicing Agreement and the related Mortgage Loans had the related Transfer Date had occurred. The Purchasers will be entitled to all other economic interests under the related Servicing Rights (either under the New RMSR Agreement or because of their ownership of the Rights to MSRs under the MSR Purchase Agreement and the Sale Supplements) in the same

manner that NRM would have under the NRM Subservicing Agreement had the related Transfer Date occurred. Seller will, subject to Applicable Requirements and any other contractual requirements as in effect as of the Effective Date, refer to a Purchaser or a Purchaser’s designee all services giving rise to Downstream Ancillary Income (as defined in the NRM Subservicing Agreement) in respect of the relevant MSRPA Servicing Agreements. Seller will not receive any fees or other compensation for such referrals.


3.	Seller will sell (and Holdings will purchase) all related Servicing Advance Receivables in a manner consistent with Article 3 of the Sale Supplements.


4.	The Purchasers shall not be required to pay any consideration to Seller in connection with any assignment of any Clean Up Call Rights to Purchaser (or any Purchaser’s designee), but the Purchasers (or any applicable designee) will be required to comply with provisions related to “Securitization Transactions” substantially identical to those contemplated by the NRM Subservicing Agreement.


5.	Seller will grant to each of the Purchasers a security interest in Collateral in scope consistent with Article 9 of the Sale Supplements to secure Seller’s obligations under the New RMSR Agreement.

Upon either Purchaser’s written direction, Seller and Purchasers shall use best efforts to transfer any Servicing Rights subject to the New RMSR Agreement to NRM. Any such transfer will be subject to obtaining any requisite third-party consents. Upon any such transfer, the related Servicing Rights will be subject to the NRM Subservicing Agreement. To the extent any costs of such transfers are incurred on or prior to the one-year anniversary of the related MSRPA Servicing Agreement becoming subject to the New RMSR Agreement, such will be allocated in accordance with Section 8 of this Agreement. To the extent any particular cost arises after the one year anniversary of the related MSRPA Servicing Agreement becoming subject to the New RMSR Agreement, (i) such cost shall be paid by the Purchasers if the NRM Subservicing Agreement has been terminated when such cost is incurred, and (ii) such cost will be allocated in accordance with Section 8 of this Agreement if the NRM Subservicing Agreement has not terminated when such cost is incurred. In the event the parties are unable to transfer any Servicing Rights, the related MSRPA Servicing Agreements will remain subject to the New RMSR Agreement until the Servicing Rights can be transferred.

If NRM terminates the NRM Subservicing Agreement without cause, Seller and Purchasers shall use best efforts to transfer any Servicing Rights subject to the New RMSR Agreement to a party selected by Holdings as promptly as practical. Any such transfer will be subject to obtaining any requisite third-party consents and the cooperation of the Purchasers. Purchasers will be entitled to keep all of the proceeds of any such transfer. In such a case of transfer without cause, Seller will be entitled to compensation consistent with the compensation for a termination without cause contemplated by the NRM Subservicing Agreement, including, without limitation,

with respect to process and timing. The Purchasers will pay the costs of any such transfer. In the event the parties are unable to transfer any Servicing Rights, the related MSRPA Servicing Agreements will remain subject to the New RMSR Agreement until the Servicing Rights can be transferred.

If NRM terminates the NRM Subservicing Agreement for cause, Seller and Purchasers shall use best efforts to transfer any Servicing Rights subject to the New RMSR Agreement to a party selected by Holdings as promptly as practicable. Any such transfer will be subject to obtaining any requisite third-party consents and the cooperation of the Purchasers. Purchasers will be entitled to keep all of the proceeds of any such transfer. Except as otherwise set forth herein, any such transfer shall be subject to terms and conditions substantially similar to those set forth in Section 5.4 of the NRM Subservicing Agreement, including without limitation, with respect to processes and timing, except that the costs of any such transfer will be paid by Seller to the extent such costs are incurred on or prior to the one-year anniversary of the related MSRPA Servicing Agreement becoming subject to the New RMSR Agreement, and any costs arising thereafter shall be paid by the Purchasers. In the event the parties are unable to transfer any Servicing Rights, the related MSRPA Servicing Agreements will remain subject to the New RMSR Agreement until the Servicing Rights can be transferred.


9.	The “Step-Up Fee” contemplated by Section 5.4(d) of the NRM Subservicing Agreement will not apply in respect of the New RMSR Agreement.

10.

Subject to the penultimate sentence of this documentation principle, in the event that a Purchaser directs Seller to engage a third party to act as subservicer and to perform any primary servicing obligations in respect of the MSRPA Servicing Agreements, (A) such third party shall be reasonably acceptable to Seller and shall be licensed and qualified as a subservicer under such MSRPA Servicing Agreements, and (B) Seller shall be entitled to (i) indemnification from Purchasers in respect of acts or omissions of any such subservicer in connection with the subservicing of the related mortgage loans (which indemnification shall be no less favorable to Seller than the indemnification in favor of NRM in the NRM Subservicing Agreement), and (ii) substantially the same reporting and information access in respect of the related mortgage loans from any such subservicer as Seller is required to deliver NRM under the NRM Subservicing Agreement. Notwithstanding anything to the contrary herein, no Purchaser shall have the right to direct Seller to engage a third party to act as subservicer or to perform any primary servicing obligations in respect of any MSRPA Servicing Agreement unless any Purchaser or Seller has reasonably demonstrated that the Servicing Rights in respect of such MSRPA Servicing Agreement cannot be otherwise transferred in accordance with the terms of such MSRPA Servicing Agreements. The terms and conditions of any subservicing agreement by and among Seller and such third-party subservicer relating to reporting, oversight and indemnification shall be no less favorable to Seller than the terms and conditions of the NRM Subservicing Agreement.

11.

The initial term of the New RMSR Agreement will be the same as the initial term of the NRM Subservicing Agreement. Upon either Purchaser’s direction therefor following the expiration of the New RMSR Agreement, Seller and Purchasers shall use best efforts to transfer any Servicing Rights subject to the New RMSR Agreement to a party selected by Holdings. Any such transfer will be subject to obtaining any requisite third-party consents and the cooperation of the Purchasers. Purchasers will be entitled to keep all of the proceeds of any such transfer. To the extent any particular cost arises in connection with any such transfer, (i) such cost shall be paid by the Purchasers if the NRM Subservicing Agreement has been terminated or has otherwise expired when such cost is incurred, and (ii) such cost will be allocated in accordance with Section 8 of this Agreement if the NRM Subservicing Agreement has not terminated when such cost is incurred. In the event that the term of the New RMSR Agreement expires and the parties are unable to transfer any Servicing Rights, the related MSRPA Servicing Agreements will remain subject to the New RMSR Agreement, on the same economic terms as immediately before the expiration, until the Servicing Rights can be transferred.

EXHIBIT 9

THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

EXHIBIT 10

Designated Servicing Agreements



Designated Servicing Agreement (referenced by Investor ID)	Designated Servicing Agreement (Deal Name)	Designated Servicing Agreement Price

THE REMAINDER OF THIS PAGE AND THE FOLLOWING PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

ANNEX I

Schedules I –VI to Sale Supplement, dated as of February 10, 2012

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

SCHEDULE II

UNDERLYING DOCUMENTS

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

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[***]

ANNEX II

Schedules I –VI to Sale Supplement, dated as of May 1, 2012

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

SCHEDULE II

UNDERLYING DOCUMENTS

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

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[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

[***]

ANNEX III

Schedules I –VI to Sale Supplement, dated as of August 1, 2012

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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[***]

SCHEDULE II

Underlying Documents

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

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[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

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A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

ANNEX IV

Schedules I –VI to Sale Supplement, dated as of September 13, 2012

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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[***]

SCHEDULE II

Underlying Documents

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

E REMAINDER OF THIS PAGE AND THE FOLLOWING THREE PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

ANNEX V

Schedules I –VI to Sale Supplement, dated as of September 28, 2012

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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[***]

SCHEDULE II

UNDERLYING DOCUMENTS

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

[***]

ANNEX VI

Schedules I –VI to Sale Supplement, dated as of December 26, 2012

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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[***]

SCHEDULE II

UNDERLYING DOCUMENTS

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

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[***]

ANNEX VII

Schedules I –VI to Sale Supplement, dated as of March 13, 2013

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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[***]

SCHEDULE II

UNDERLYING DOCUMENTS

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

[***]

ANNEX VIII

Schedules I –VI to Sale Supplement, dated as of May 21, 2013

[attached]

SCHEDULE I

SERVICING AGREEMENTS

[***]

SCHEDULE II

UNDERLYING DOCUMENTS

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

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[***]

ANNEX IX

Schedules I –VI to Sale Supplement, dated as of July 1, 2013

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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[***]

SCHEDULE II

UNDERLYING DOCUMENTS

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

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REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

ANNEX X

Schedules I –VI to Sale Supplement, dated as of October 25, 2013

[attached]

SCHEDULE I

SERVICING AGREEMENTS

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[***]

SCHEDULE II

UNDERLYING DOCUMENTS

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

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[***]

SCHEDULE IV

TARGET RATIO SCHEDULE

[***]

SCHEDULE V

VALUATION PERCENTAGE

[***]

SCHEDULE VI

AMORTIZATION PERCENTAGE

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[***]

Exhibit 10.42

EXECUTION COPY

AMENDMENT NO. 1

TO MASTER AGREEMENT

This Amendment No. 1 (the “Amendment”), dated as of October 12, 2017 (the “Amendment Effective Date”), is by and among:

(i) OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“ Seller ”);

(ii) HLSS HOLDINGS, LLC, a Delaware limited liability company (“ Holdings ”);

(iii) HLSS MSR - EBO ACQUISITION LLC, a Delaware limited liability company (“ MSR - EBO ” and together with Holdings, the “ Purchasers ”); and

(iv) NEW RESIDENTIAL MORTGAGE LLC, a Delaware limited liability company (“ NRM ” and collectively, the “ Parties ”).

WITNESSETH:

WHEREAS, Seller, Holdings, and MSR – EBO (as assignee of Home Loan Servicing Solutions, Ltd.) are parties to that certain Master Servicing Rights Purchase Agreement, dated as of October 1, 2012 (as amended or modified prior to the Amendment Effective Date, the “MSR Purchase Agreement”) and the Sale Supplements to the MSR Purchase Agreement, dated as of February 10, 2012, May 1, 2012, August 1, 2012, September 13, 2012, September 28, 2012, December 26, 2012, March 13, 2013, May 21, 2013, July 1, 2013, and October 25, 2013 (collectively, as amended or modified prior to the Amendment Effective Date, the “Sale Supplements”);

WHEREAS, pursuant to the MSR Purchase Agreement and the Sale Supplements, Seller sold to the Purchasers (without recourse, except as otherwise provided therein) the Rights to MSRs, the Excess Servicing Fees, and the Transferred Receivables Assets, and the Purchasers assumed the Assumed Liabilities with respect to all Servicing Agreements described or otherwise referenced on Schedule I to each of the Sale Supplements (the “MSRPA Servicing Agreements”);

WHEREAS, Seller, Holdings, MSR – EBO, and NRM entered into that certain Master Agreement, dated as of July 23, 2017 (the “Master Agreement”), pursuant to which the Parties agreed to complete the transactions contemplated by the MSR Purchase Agreement and Sale Supplements by undertaking certain actions to facilitate the transfer of the remaining MSRPA Servicing Agreements from Seller to Purchasers;

WHEREAS, Ocwen Mortgage Servicing, Inc. (“OMS”), the parent corporation of Seller, (i) has reviewed, analyzed, and approved this transaction and (ii) has authorized and caused Seller to enter into this Amendment; and

WHEREAS, the Parties desire to amend the amounts of the Account Cost True-Up Payment and Float True-Up Payment in the Master Agreement in accordance with the terms hereof;

NOW, THEREFORE, in connection with the foregoing, in consideration of the promises and the mutual covenants herein contained, the Parties hereby agree as follows:

Section 1. Amendments to Master Agreement. The Master Agreement is hereby amended as follows:

1.1 Section 6.3 of the Master Agreement is hereby amended by deleting the “$7,474,735” amount for the Account Cost True-Up Payment and replacing it with the amount of “$8,546,544”.

1.2 Section 7.1 of the Master Agreement is hereby amended by deleting the “$13,011,836” amount for the Float True-Up Payment and replacing it with the amount of "$17,098,120”.

Section 2. Payment to Holdings. Seller agrees to pay to Holdings within two (2) Business Days after the date hereof an amount in cash equal to $3,014,475 in full satisfaction of the adjustments to the Account Cost True-Up Payment and the Float True-Up Payment contemplated by this Amendment.

Section 3. Miscellaneous.

3.1 Limited Effect. Upon the effectiveness of this Amendment, each reference in the Master Agreement to “the Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Master Agreement as amended hereby, and each reference the the Master Agreement in any other document, instrument or agreement, executed and/or delivered in connection with any transaction contemplated in the Master Agreement shall mean and be a reference to the Master Agreement as amended hereby. Except as expressly set forth above or in the attachments hereto, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, claim, cause of action, power or remedy of any party hereto, whether arising before or after the Amendment Effective Date, or constitute a waiver of any provision of any other agreement.

3.2 Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but the same instrument. Any signature page to this Amendment containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

3.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

3.4 Definitions . Capitalized terms used but not defined herein have the meaning set forth in the Master Agreement.

3.5 Headings . The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions thereof.

3.6 Severability . The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

3.7 Further Assurances . Each party hereto shall execute and deliver in a reasonable timeframe such reasonable and appropriate additional documents, instruments or agreements and take such reasonable actions as may be necessary or appropriate to effectuate the purposes of this Amendment at the request of any other party hereto.

3.8 No Strict Construction . The Parties agree that the language used in this Amendment is the language chosen by the Parties to express their mutual intent and that no rule of strict construction is to be applied against any party. The Parties and their respective counsel have reviewed and negotiated the terms of this Amendment.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be executed and delivered by its respective signatory thereunto duly authorized as of the date above written.



	Ocwen Loan Servicing, LLC



	By:	/s/ John P. Kim
	Name:	John P. Kim
	Title:	Senior Vice President

Signature Page to Amendment No. 1 to Master Agreement



	HLSS HOLDINGS, LLC




	By:	/s/ Cameron MacDougall
	Name:	Cameron MacDougall
	Title:	Secretary

Signature Page to Amendment No. 1 to Master Agreement



	HLSS MSR - EBO ACQUISITION LLC

	By:	New Residential Investment Corp., its sole member



	By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer

Signature Page to Amendment No. 1 to Master Agreement



	NEW RESIDENTIAL MORTGAGE LLC




	By:	/s/ Cameron MacDougall
	Name:	Cameron MacDougall
	Title:	President

Signature Page to Amendment No. 1 to Master Agreement

Exhibit 10.43

EXECUTION COPY

TRANSFER AGREEMENT

by and between

Ocwen Loan Servicing, LLC

as the Seller

and

New Residential Mortgage LLC,

as the Purchaser

and

solely for purposes of Articles I, X and XI,
Ocwen Financial Corporation,
as Ocwen Parent

and

solely for purposes of Articles I, X and XI,
New Residential Investment Corp.,
as Purchaser Parent

Dated as of July 23, 2017

TABLE OF CONTENTS



		Page

ARTICLE I. DEFINITIONS AND CONSTRUCTION		1
Section 1.01	Definitions	1
Section 1.02	General Interpretive Principles	9
Section 1.03	Homeward Servicing Rights	10
ARTICLE II. TRANSFER OF SERVICING RIGHTS AND RELATED MATTERS		10
Section 2.01	Items to be Sold, Transferred and Assigned	10
Section 2.02	Evidence of Transfer	10
Section 2.03	Consideration for Transfer	11
Section 2.04	Subservicing	11
Section 2.05	Custodial Accounts	11
ARTICLE III. PAYMENTS GENERALLY		11
Section 3.01	Form of Payment to be Made	11
ARTICLE IV. REPRESENTATIONS and WARRANTIES OF THE SELLER		11
Section 4.01	Due Organization and Good Standing	12
Section 4.02	Authority and Capacity	12
Section 4.03	Effective Agreement	12
Section 4.04	No Conflict	12
Section 4.05	Consents, Approval and Compliance	13
Section 4.06	Ability to Transfer	13
Section 4.07	Insurance	13
Section 4.08	Litigation	13
Section 4.09	Reserved.	13
Section 4.10	Facts and Omissions	13
Section 4.11	Sanctions; Anti-Corruption Compliance	14
Section 4.12	Mortgage Loans and Servicing Rights	14
Section 4.13	Quality Control Program	19
Section 4.14	Broker’s Fees	19
ARTICLE V. REPRESENTATIONS and WARRANTIES OF THE PURCHASER		19
Section 5.01	Due Formation and Good Standing	19
Section 5.02	Authority and Capacity	19
Section 5.03	Effective Agreement	20
Section 5.04	No Conflict	20
Section 5.05	Consents, Approvals and Compliance	20
Section 5.06	Ability to Acquire	20
Section 5.07	Licenses	20
Section 5.08	Litigation	20

TABLE OF CONTENTS

(continued)



Section 5.09	Sophisticated Purchaser	21
Section 5.10	Reserved	21
Section 5.11	Sanctions; Anti-Corruption Compliance	21
Section 5.12	Broker’s Fees	21
ARTICLE VI. COVENANTS		21
Section 6.01	Required Consents.	21
Section 6.02	Servicing Files	22
Section 6.03	Undertakings by the Seller	22
Section 6.04	Non-Solicitation	22
Section 6.05	Regulatory Update	22
Section 6.06	Notice of Breach	22
Section 6.07	Ordinary Course Servicing	23
Section 6.08	Updated Litigation Schedule	23
Section 6.09	Notice of Material Events	23
Section 6.10	Governmental Inquiries	23
Section 6.11	Seller Information	23
Section 6.12	Cooperation	24
Section 6.13	Custodial Account Verification	24
Section 6.14	Quality Control Procedures	24
Section 6.15	Due Diligence	24
ARTICLE VII. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER		24
Section 7.01	Correctness of Representations and Warranties	24
Section 7.02	Compliance with Covenants	24
Section 7.03	Required Consents	25
Section 7.04	Litigation	25
Section 7.05	Condition of the Seller	25
Section 7.06	Required Documentation	25
Section 7.07	Replacement Subservicer	25
Section 7.08	Release of Liens on Servicing Rights	25
Section 7.09	Transfer Date Documentation	25
Section 7.10	Licenses	26
Section 7.11	Reserved.	26
Section 7.12	Reserved.	26
Section 7.13	Secretary’s Certificate of Seller	26
Section 7.14	Reserved.	26
Section 7.15	Reserved.	26
Section 7.16	Subservicing Agreement	26
ARTICLE VIII. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER		26

TABLE OF CONTENTS

(continued)



Section 8.01	Correctness of Representations and Warranties	26
Section 8.02	Compliance with Covenants	26
Section 8.03	Proceedings	26
Section 8.04	Required Consents	27
Section 8.05	Settlement Payment	27
Section 8.06	Opinion	27
Section 8.07	Secretary’s Certificate of Purchaser	27
ARTICLE IX. INDEMNIFICATION AND OTHER PAYMENTS		27
Section 9.01	Indemnification of the Purchaser	27
Section 9.02	Indemnification by Purchaser.	28
Section 9.03	[***]	29
Section 9.04	Reserved.	29
Section 9.05	Claims	29
Section 9.06	Additional Remedy Considerations	29
Section 9.07	Mitigation	29
ARTICLE X. TERMINATION.		30
Section 10.01	Termination.	30
Section 10.02	Designated Events	31
Section 10.03	Effect of Termination	31
ARTICLE XI. MISCELLANEOUS		32
Section 11.01	Supplementary Information	32
Section 11.02	Restriction on Notices; Information and Disclosure	32
Section 11.03	Further Assurances	32
Section 11.04	Survival	32
Section 11.05	Assignment	32
Section 11.06	Notices.	33
Section 11.07	Entire Agreement	34
Section 11.08	Exhibits and Schedules	34
Section 11.09	Binding Effect; Third Parties	34
Section 11.10	GOVERNING LAW	34
Section 11.11	Submission to Jurisdiction	34
Section 11.12	Waiver of Jury Trial	35
Section 11.13	No Strict Construction	35
Section 11.14	Costs and Expenses	35
Section 11.15	Counterparts	35
Section 11.16	Headings	35
Section 11.17	No Remedy Exclusive	35
Section 11.18	Waiver	36
Section 11.19	Confidentiality.	36

TABLE OF CONTENTS

(continued)



Section 11.20	Tax Treatment of Sales of Servicing Rights	37
Section 11.21	Third Party Beneficiaries	37
Section 11.22	Severability	38
Section 11.23	Reproduction of Documents	38
Section 11.24	Limited Effect	38
Section 11.25	Ocwen Parent Guaranty.	38
Section 11.26	Purchaser Parent Guaranty.	39
Section 11.27	No Offset	39
Section 11.28	Amendment; Waivers	39
Section 11.29	SBO Contracts	40

Exhibit A — Form of Assignment Agreement

Exhibit B — Servicing Rights Classifications

Exhibit C — Homeward Servicing Rights

Exhibit 3.05 — Wire Instructions

Exhibit 6.11-A — Seller Information: Complaint Report

Exhibit 6.11-B — Seller Information: Litigation Report

Schedule 4.08A — Exceptions relating to all pending or threatened litigation, claims, demands, proceedings (Material Adverse Effect)

Schedule 4.08B — Exceptions relating to violations, breaches or non-compliance with Applicable Requirements (Material Adverse Effect)

Schedule 4.10 — Facts and Omissions (Seller Information)

Schedule 4.12.12 — Exceptions to Seller’s sole ownership of Servicing Rights

Schedule 4.12.15 — Selected Servicing Agreements with Incurred Losses

Schedule 4.12.17 — Exceptions to transferability of flood certification and tax contracts

Schedule 4.12.21 — Consent Orders

Annex A — Data Fields for Data Tape

Annex B — March Data Tape Fields

This TRANSFER AGREEMENT (the “ Agreement ”), dated as of July 23, 2017 (the “ Effective Date ”), and is executed within the United States Virgin Islands by and between Ocwen Loan Servicing, LLC, a Delaware limited liability company (the “ Seller ”) and New Residential Mortgage LLC, a Delaware limited liability company (the “ Purchaser ”).

WITNESSETH :

WHEREAS, pursuant to the Master Agreement (as defined herein) as supplemented by the Sale Supplements (as defined herein), Holdings (as defined herein) acquired certain Rights to MSRs (as defined in the Sale Supplements) relating to certain Mortgage Loans from Seller.

WHEREAS, the Sale Supplements provided that the Servicing Rights Assets (as defined in the Sale Supplements) related to the Rights to MSRs would be sold, conveyed, assigned and transferred to Holdings as of the applicable Servicing Transfer Date (as defined in the Sale Supplements).

WHEREAS, Holdings desires that notwithstanding the terms of the Sale Supplements, the Servicing Rights Assets be sold, conveyed, assigned and transferred to Purchaser pursuant to the terms of this Agreement.

WHEREAS, Ocwen Mortgage Servicing, Inc. (“ OMS ”), the parent corporation of Seller, (i) has reviewed, analyzed, and approved this transaction, (ii) has authorized and caused Seller to enter into this Agreement, and (iii) has not delegated any authority to any person outside the United States Virgin Islands to agree to terms on its behalf.

WHEREAS , the Seller, the Ocwen Parent, the Purchaser and the Purchaser Parent shall each execute this Agreement in the United States Virgin Islands.

WHEREAS , on the terms and conditions set forth herein, the Seller wishes to sell, transfer and convey to the Purchaser, and the Purchaser wishes to buy and acquire from the Seller, all of the Seller’s right, title and interest in and to the Servicing Rights.

NOW, THEREFORE , in consideration of the mutual promises, covenants and conditions and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND CONSTRUCTION

Section 1.01 Definitions . As used in this Agreement, the following terms shall have the meanings specified below:

“ Accepted Servicing Practices ”: With respect to any Mortgage Loan, those mortgage servicing standards, policies and practices that are in accordance with (i) generally accepted and

prudent mortgage servicing practices (including collection procedures) with respect to a mortgage loan of that type, (ii) the terms of the related Mortgage Loan Documents, (iii) Applicable Requirements and (iv) the terms of this Agreement.

“ Affiliate ”: (i) With respect to the Purchaser, Purchaser Parent and its direct or indirect wholly-owned subsidiaries and (ii) with respect to the Seller, Ocwen Parent and the direct or indirect wholly-owned subsidiaries of Ocwen Parent.

“ Agreement ”: This Transfer Agreement, including all amendments hereof and supplements hereto, and all Exhibits, Annexes and Schedules attached hereto or delivered pursuant hereto.

“ Ancillary Fees ”: All incidental servicing fees (such as late fees, returned check fees, prepayment penalties, payoff quote fees, lien release fees, assumption fees, subordination fees, pay-by-phone fees, HAMP fees, modification fees and incentive income, etc.), any interest received on funds deposited in the Custodial Accounts and any other similar fees and charges collected from or assessed against a Mortgagor in accordance with Applicable Requirements.

“ Applicable Requirements ”: As of the time of reference, with respect to the applicable capacity of Seller as set forth in Exhibit B , (i) all applicable legal and contractual obligations (including by operation of law) of the Seller and its Affiliates with respect to the Mortgage Loans and the applicable Servicing Rights, including without limitation the applicable contractual obligations contained in this Agreement, the Servicing Agreements the MSR Purchase Agreement and the Sale Supplements, in any agreement with any Insurer, Investor or other Person or in the Mortgage Loan Documents; (ii) all federal, state and local legal and regulatory requirements (including, without limitation, laws, statutes, rules, regulations and ordinances) applicable to the Seller and the applicable Servicing Rights, including without limitation the applicable requirements and guidelines of any Investor or Insurer, the Consumer Financial Protection Bureau, or any other governmental agency, board, commission, instrumentality or other governmental or quasi-governmental body or office; (iii) all other judicial and administrative judgments, orders, stipulations, consent decrees, awards, writs and injunctions applicable to the Seller, the applicable Servicing Rights and the Mortgage Loans, and (iv) the terms of the related Mortgage Instruments and Mortgage Notes.

“ Assignment Agreement ”: An agreement substantially in the form of Exhibit A to this Agreement or in such other form as mutually agreed upon by the Parties in writing.

“ Bifurcation ”: With respect to each Mortgage Loan and the applicable Servicing Rights, an agreement from the applicable Investor as evidenced by documentation which shall be in form and substance satisfactory to the Purchaser in its reasonable discretion, consenting to a bifurcation of liability between the Seller and the Purchaser, whereby such Investor agrees that (i) the Purchaser shall solely be responsible for the obligations and covenants of the Servicer under the Servicing Agreements to the extent related to the applicable Servicing Rights after the applicable Transfer Date and that (ii) the Seller shall solely be responsible for the obligations and covenants of the Servicer under the Servicing Agreements to the extent related to the applicable Servicing Rights prior to the applicable Transfer Date.

“ Business Day ”: Any day other than (a) a Saturday or Sunday, (b) a day on which banking institutions in the State of New York are authorized or obligated by law or by executive order to be closed or (c) such other days as agreed upon by the Parties in writing.

“ Claim ”: Any claim, demand or litigation related to the Mortgage Loans, the Servicing Rights or this Agreement.

“ Confidential Information ”: Any and all information regarding the transactions contemplated by this Agreement, Consumer Information, the proprietary, confidential and non-public information or material relating to the business (including business practices) of the Disclosing Party (or the Disclosing Party’s clients and investors), information regarding the financial condition, operations and prospects of the Disclosing Party, and any other information that is disclosed to one party by or on behalf of the other party or any of their respective Affiliates or representatives, either directly or indirectly, in writing, orally or by drawings or by permitting inspection of documents or other tangible expression, whether exchanged before or after the date of this Agreement, and contained in any medium, which such entity considers to be non-public, proprietary or confidential. Confidential Information includes (but is not limited to) all (a) information relating to the Purchaser’s interest in the Servicing Rights or the amount, characteristics or performance of the Mortgage Loans or any economic or noneconomic terms of this Agreement, (b) information relating to research and development, discoveries, formulae, inventions, policies, guidelines, displays, specifications, drawings, codes, concepts, practices, improvements, processes, know-how, patents, copyrights, trademarks, trade names, trade secrets, and any application for any patent, copyright or trademark; and (c) descriptions, financial and statistical data, business plans, data, pricing, reports, business processes, recommendations, accounting information, identity of suppliers, business relationships, personnel information, technical specifications, computer hardware or software, information systems, customer lists, costs, product concepts and features, corporate assessments strategic plans, services, formation of investment strategies and policies, other plans, or proposals, and all information encompassed in the foregoing. Information relating to the Disclosing Party’s consultants, employees, clients, investors, customers, members, vendors, research and development, software, financial condition or marketing plans is also considered Confidential Information.

“ Consent Non-Delivery Determination Date ”: As defined in the Master Agreement.

“ Consumer Information ”: Any personally identifiable information relating to a Mortgagor which is considered “nonpublic personal information” of “customers” and “consumers” as those terms are defined in the GLBA.

“ Custodial Accounts ”: The accounts in which Custodial Funds are deposited and held by or on behalf of the Servicer, which, for the avoidance of doubt, do not include “clearing accounts” or accounts held by third party servicers under SBO Contracts.

“ Custodial Funds ”: All funds held by or on behalf of the Seller with respect to the Mortgage Loans, including, but not limited to, all principal and interest funds and any other funds due Investors, buydown funds, funds for the payment of taxes, assessments, insurance premiums, ground rents and similar charges, funds from hazard insurance loss drafts and other mortgage escrow and impound

amounts (including interest accrued thereon for the benefit of the Mortgagors under the Mortgage Loans, if required by law or contract) maintained by or on behalf of the Seller relating to the Mortgage Loans.

“ Data Tape ”: With respect to each Transfer Date, the list of all Mortgage Loans, dated as of the date specified therein, whose Servicing Rights will be transferred, or that are anticipated to be transferred, as applicable, to the Purchaser pursuant to this Agreement on such Transfer Date, including the data fields set forth on Annex A hereto.

“ Designated Event ”: The Seller’s receipt of notice from Purchaser that Purchaser has elected to exercise its right to terminate the Seller as “Subservicer” “for convenience” pursuant to Section 5.1(b) of the Subservicing Agreement, which includes or is accompanied by Purchaser’s written election not to terminate this Agreement and the Master Agreement in connection with such termination of the Subservicing Agreement. If no election is made in such notice, this Agreement shall terminate concurrently with the Subservicing Agreement.

“ Disclosing Party ”: As defined in Section 11.19(a) of this Agreement.

“ Effective Date ”: As defined in the preamble to this Agreement.

“ Excluded Obligations ”: Except to the extent assumed as an “Assumed Liability” (as defined in the Sale Supplements) by Holdings pursuant to the MSR Purchase Agreement or the applicable Sale Supplement, (i) duties, obligations or liabilities of any kind, whether known, unknown, contingent or otherwise (for the purpose of this definition “ Obligations ”), attributable to any acts or omissions to act taken or omitted to be taken by the Seller (or any of its Affiliates, agents, contractors or representatives, including any subservicer of the Mortgage Loans) prior to the applicable Transfer Date, and (ii) Obligations arising out of or resulting from any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by the Seller in the performance of its duties under the Servicing Agreements.

“ Expiration Date ”: With respect to each applicable Mortgage Loan and related Servicing Rights, the date that is the later of (a) the [***] of the Effective Date (in the case of the representation set forth in Section [***]) or the applicable Transfer Date (in the case of the Transfer Date Representations) and (b) the date on which Seller ceases to service such Mortgage Loan, or in the case of the representation made in Section [***], the date on which Seller no longer services any of the Mortgage Loans; provided that if Seller has been terminated for cause as subservicer pursuant to Section 5.3 of the Subservicing Agreement with respect to the related Mortgage Loan, the Expiration Date shall be the later of (i) the [***] of the Effective Date and (ii) the [***] of the effectiveness of such termination.

[***].

“ FHA ”: The Federal Housing Administration of the United States Department of Housing and Urban Development, or any successor thereto.

“ GAAP ”: The generally accepted accounting principles in effect from time to time in the United States of America.

“ GLBA ”: The Gramm-Leach-Bliley Act of 1999 as amended, modified, or supplemented from time to time, and any successor statute, and all rules and regulations issued or promulgated in connection therewith.

“ Governmental Authority ”: Any court, board, agency, commission, office or other authority or quasi-governmental authority or self-regulatory organization of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, in each case having relevant jurisdiction.

“ Holdings ”: HLSS Holdings, LLC.

“ Homeward ”: Homeward Residential, Inc.

“ Homeward Servicing Rights ”: Those Servicing Rights with respect to which Homeward is the named servicer and are identified on Exhibit C.

“ Initial Transfer Date ”: The first Transfer Date relating to one or more Investors occurring pursuant to the terms of this Agreement.

“ Insurer ” or “ Insurers ”: FHA, VA or any private mortgage insurer, pool insurer and any insurer or guarantor under any standard hazard insurance policy, any federal flood insurance policy, any title insurance policy, any earthquake insurance policy or other insurance policy, and any successor thereto, with respect to the Mortgage Loan or the Mortgaged Property.

“ Investor ” or “ Investors ”: With respect to any Mortgage Loan, the owner thereof, which may include a trustee acting on behalf of investors and if applicable, the FHA or VA.

“ Loss ” or “ Losses ”: Any and all direct, actual losses, damages, deficiencies, claims, actual costs or expenses, including without limitation reasonable costs of investigation (solely to the extent such investigation is reasonably required to address a third party claim), attorneys’ fees and disbursements, and subject to Section 11.17 .

“ March Data Tape ”: With respect to all Mortgage Loans with respect to which the related Servicing Rights are transferred to the Purchaser pursuant to this Agreement, the fields of information described in Annex B and contained in the data tapes delivered by Seller to Purchaser on April 12, 2017 (with respect to Primary Mortgage Loans) and on April 25, 2017 (with respect to Master Servicing Rights).

“ Master Agreement ”: The Master Agreement, dated as of July 23, 2017, among Seller, Purchaser, Holdings and HLSS MSR-EBO Acquisition LLC.

“ Master Servicing Rights ”: The Servicing Rights identified as master servicing rights on Exhibit B hereto.

“ Material Adverse Change ”: With respect to any Person, any material adverse change in the business, condition (financial or otherwise), or operations, of such person.

“ Material Adverse Effect ”: With respect to the Seller (a) a Material Adverse Change with respect to the Seller or any of its Affiliates taken as a whole; (b) a material impairment of the ability of the Seller to perform under this Agreement or the Subservicing Agreement; (c) a material adverse effect upon the legality, validity, binding effect or enforceability of this Agreement against the Seller; or (d) a material adverse effect upon the value or marketability of a material portion of the Servicing Rights. With respect to the Servicing Rights transferred to the Purchaser pursuant to this Agreement, a material adverse effect (a) upon the value or marketability of such Servicing Rights taken as a whole or (b) on the ability of the Seller to realize the full benefits of such Servicing Rights.

“ MERS ”: Mortgage Electronic Registration Systems, Inc., or any successor thereto.

“ Mortgage Escrow Payment ”: The portion, if any, of a Mortgage Loan Payment in connection with a Mortgage Loan that relates to funds for the payment of taxes, assessments, insurance premiums and other customary mortgage escrow amounts required under the Mortgage Loan Documents.

“ Mortgage Instrument ”: Any deed of trust, security deed, mortgage, security agreement or any other instrument which constitutes a first lien on real estate (or shares of stock in the case of cooperatives) securing payment by a Mortgagor of a Mortgage Note.

“ Mortgage Loan ”: Each of the mortgage loans serviced by Seller and corresponding to the applicable investor code set forth on Exhibit B hereto.

“ Mortgage Loan Documents ”: With respect to any Mortgage Loan, the Mortgage Loan documents included in the related mortgage file, including but not limited to, any Mortgage Note, any recorded Mortgage Instrument(s), any assignments of Mortgage Instruments and copies of any final title policies.

“ Mortgage Loan Payment ”: With respect to a Mortgage Loan, the amount of each monthly installment on such Mortgage Loan, whether principal and interest or escrow or other payment, required or permitted to be paid by the Mortgagor in accordance with the terms of the Mortgage Loan Documents.

“ Mortgage Note ”: The promissory note executed by a Mortgagor and secured by a Mortgage Instrument evidencing the indebtedness of the Mortgagor under a Mortgage Loan.

“ Mortgaged Property ”: The real property that is encumbered by a Mortgage Instrument, including all buildings and fixtures thereon.

“ Mortgagor ”: Any obligor under a Mortgage Note and Mortgage Instrument.

“ MSR Purchase Agreement ”: As defined in the Master Agreement.

“ MSRPA Servicing Agreement ”: As defined in the Master Agreement.

“ Non-Consented Servicing Rights ”: Any Servicing Rights with respect to which the Required Consent has not been obtained by the Consent Non-Delivery Determination Date.

“ Obligations ”: As defined in the definition of Excluded Obligations for purposes of that definition.

“ Ocwen Parent ”: Ocwen Financial Corporation and its permitted successors and assigns.

“ Origination Source Consent ”: The written consent of an Origination Source.

“ Parties ” (or each, a “ Party ”): The Seller, the Ocwen Parent, the Purchaser and the Purchaser Parent.

“ Person ”: An individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an unincorporated association or organization, a government body, agency or instrumentality or any other entity.

“ Primary Mortgage Loan ”: Any Mortgage Loan with respect to which Seller is performing “primary” mortgage servicing functions with respect to the related Mortgage Loan, whether in its capacity as master servicer, servicer, primary servicer, subservicer or otherwise.

“ Purchaser ”: As defined in the preamble to this Agreement.

“ Purchaser Indemnitee ”: As defined in Section 9.01 of this Agreement.

“ Purchaser Parent ”: New Residential Investment Corp. and its permitted successors and assigns.

“ Recipient ”: As defined in Section 11.19(a) of this Agreement.

“ Required Consent ”: With respect to each Mortgage Loan and the related Servicing Rights, each and every consent, approval, notice, confirmation, agreement or other documentation required by the applicable Servicing Agreement and Applicable Requirements in order to sell, assign and transfer the Servicing Rights to the Purchaser in accordance with this Agreement, including, without limitation, as applicable, Investor consent, Insurer consent, Origination Source Consent, trustee consent, master servicer consent and rating agency confirmation.

“ Sale Supplements ”: As defined in the Master Agreement.

“ SBO Contract ”: A contract between Seller and an unaffiliated third-party servicer or subservicer pursuant to which the third party services mortgage loans with respect to which Seller

performs in the capacity of master servicer, but solely to the extent such contract relates to the Master Servicing Rights and not to the extent such contract relates to any other servicing rights.

“ Seller ”: As defined in the preamble to this Agreement.

“ Seller Indemnitee ”: As defined in Section 9.02 of this Agreement.

“ Seller Information ”: Any information listed and otherwise described in Schedule 4.10 attached hereto.

“ Servicer ”: The Person contractually obligated, at any time, to administer the applicable Servicing Rights under the Servicing Agreements.

“ Servicing Agreements ”: With respect to any Mortgage Loan, all of the contracts (including, without limitation, any pooling agreement, servicing agreement, custodial agreement or other agreement or arrangement) establishing and relating to the rights and obligations of the Servicer, whether as master servicer, servicer, sub-servicer or other similar role, as applicable.

“ Servicing Compensation ”: The annual aggregate amount payable to Servicer under the applicable Servicing Agreement with respect to Servicing Rights related to a Mortgage Loan as consideration for servicing such loan, expressed as a percentage of the unpaid principal balance thereof, and excluding Ancillary Fees.

“ Servicing File ”: With respect to each Mortgage Loan, the physical and electronic files and records maintained by the Seller in connection with its servicing of such Mortgage Loan, including, without limitation, Mortgage Loan Documents, payment histories and Mortgagor communications, in each case to the extent applicable.

“ Servicing Rights ”: With respect to each Mortgage Loan, solely to the extent applicable to the relevant capacity of Seller under the applicable Servicing Agreements as set forth in Exhibit B , and excluding all other rights, obligations, powers and privileges applicable to Seller in any other capacity (whether owned by Seller, an Affiliate of Seller or a third party), any and all of the following: (i) the rights and obligations to service, administer, collect payments for the reduction of principal and application of interest thereon, collect payments on account of taxes and insurance, pay taxes and insurance, remit collected payments, provide foreclosure services, provide full escrow administration, (ii) any other obligations required by any Investor or Insurer in, of, for or in connection with such Mortgage Loan pursuant to the applicable Servicing Agreement (but not, for the avoidance of doubt, the Subservicing Agreement), (iii) the right of the applicable Servicer to possess any and all documents, files, records, mortgage file, servicing documents, servicing records, data tapes, computer records, or other information pertaining to such Mortgage Loan or pertaining to the past, present or prospective servicing of such Mortgage Loan, (iv) the right to receive the Servicing Compensation and any Ancillary Fees arising from or connected to such Mortgage Loan and the benefits derived from and obligations related to any accounts arising from or connected to such Mortgage Loan and (v) all rights, powers and privileges incident to any of the foregoing, subject, in each case, to any rights, powers and prerogatives retained or reserved by the Investors; provided that, for the avoidance of doubt, “Servicing Rights” does not include any right title and

interest in any of the foregoing items that has been previously sold, assigned and/or transferred by Seller to Holdings or HLSS MSR-EBO Acquisition LLC pursuant to the MSR Purchase Agreement.

“ State Agency ”: Any state or local agency with authority to (i) regulate the business of the Purchaser or the Seller, including without limitation any state or local agency with authority to determine the investment or servicing requirements with regard to mortgage loans originated, purchased or serviced by the Purchaser or the Seller or (ii) originate, purchase or service mortgage loans, or otherwise promote mortgage lending, including without limitation state and local housing finance authorities.

“ Subservicer ”: Ocwen Loan Servicing, LLC, in its capacity as subservicer under the Subservicing Agreement.

“ Subservicing Agreement ”: As defined in the Master Agreement.

“ Termination Party ”: As defined in the Subservicing Agreement.

“ Transfer Date ”: The date, as mutually agreed upon by the Seller and the Purchaser following satisfaction of the applicable conditions precedent set forth herein, on which servicing of a Mortgage Loan is transferred from the Seller to the Purchaser with respect to the applicable Servicing Right in accordance with the applicable Servicing Agreement.

“ Transfer Date Representations ”: Each of the representations and warranties set forth in Sections [***].

“ VA ”: The United States Department of Veterans Affairs or any successor thereto.

Section 1.02 General Interpretive Principles . For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) Terms used in this Agreement have the meanings assigned to them in this Agreement (as defined herein), and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender.

(b) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP.

(c) References herein to a “Section,” shall be to the specified section(s) of this Agreement and shall include all subsections of such section(s).

(d) The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provisions.

(e) Section headings and other similar headings are not to be considered part of this Agreement, are solely for convenience of reference, and shall not affect the meaning or interpretation of this Agreement or any of its provisions.

(f) Each reference to any federal, state or local statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder.

(g) References to days shall mean consecutive calendar days unless otherwise specified as “Business Days”.

(h) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

Section 1.03 Homeward Servicing Rights . The parties acknowledge that notwithstanding anything herein to the contrary, Homeward is the named servicer with respect to, and holds legal title to, the Homeward Servicing Rights. Seller shall cause Homeward to sell, transfer and convey all of its rights and interest in the Homeward Servicing Rights to Purchaser on the applicable Transfer Date, subject to the conditions set forth in Section 2.01 , including, without limitation, execution and delivery of an Assignment Agreement by Homeward. The parties acknowledge and agree that subject to the foregoing, this Agreement shall apply to the Homeward Servicing Rights as if Seller was the named servicer and held legal title thereto and any action or inaction or obligation of Homeward with respect to the Homeward Servicing Rights (assuming it was the “Seller” hereunder) shall be attributed to and be an obligation of Seller for all purposes hereunder, and Seller shall be entitled to (and the only Person entitled to) enforce this Agreement as the Seller on behalf of Homeward (assuming Homeward was the “Seller” hereunder) with respect to the Homeward Servicing Rights.

ARTICLE II.

TRANSFER OF SERVICING RIGHTS AND RELATED MATTERS

Section 2.01 Items to be Sold, Transferred and Assigned . Upon the terms and subject to the conditions of this Agreement, pursuant to an Assignment Agreement executed by the Purchaser and the Seller in accordance with the provisions of Section 2.02 , and subject to the Applicable Requirements, the Seller shall, or shall cause its Affiliates to, on and as of each Transfer Date, sell, transfer, assign and otherwise convey to the Purchaser, and the Purchaser shall purchase, assume and otherwise acquire from the Seller, all of the Seller’s right, title, interest in and to, and all of the Seller’s obligations and covenants arising after such Transfer Date under the applicable (i) Servicing Rights, (ii) Custodial Funds and (iii) Servicing Files; provided , however , that the Purchaser does not purchase, assume or otherwise acquire any Excluded Obligation. Notwithstanding anything contained herein to the contrary, the Purchaser shall not acquire any Non-Consented Servicing Rights.

Section 2.02 Evidence of Transfer . Prior to the applicable Transfer Date, the Purchaser and the Seller shall execute and deliver the documents required by each Investor in connection with the transfer of the Servicing Rights hereunder, in form and substance reasonably satisfactory to the Purchaser and the Seller and in compliance with the Applicable Requirements. At least ten (10) Business Days prior to the applicable Transfer Date, the Seller shall deliver a Data Tape relating to

such Transfer Date to the Purchaser in mutually agreeable form. On each Transfer Date, the Seller and the Purchaser shall execute and deliver an Assignment Agreement with respect to the Servicing Rights being transferred on such Transfer Date (subject to the satisfaction of the terms of this Agreement, including but not limited to, the representations, warranties, covenants and conditions precedent set forth herein).

Section 2.03 Consideration for Transfer . Each of the parties acknowledges and agrees that it has received adequate consideration and fair value for its covenants and obligations hereunder, including for the items sold, transferred, and assigned pursuant to Sections 2.01 and 2.02 ; provided that the parties agree that the Seller is not receiving any cash consideration hereunder for such items.

Section 2.04 Subservicing . All Mortgage Loans with respect to which the Servicing Rights have been transferred pursuant to this Agreement shall be subserviced by Seller in accordance with the terms of the Subservicing with respect to such transferred Servicing Rights.

Section 2.05 Custodial Accounts . On or promptly after the applicable Transfer Date, the Seller and the Purchaser will agree to a process to transfer, and the Seller shall transfer, the applicable Custodial Funds to Custodial Accounts established by or owned by Purchaser. Prior to the applicable Transfer Date, the Seller will send direction letters to the applicable institutions directing them to novate such Custodial Accounts to the Purchaser as of such Transfer Date.

ARTICLE III.

PAYMENTS GENERALLY

Section 3.01 Form of Payment to be Made . Unless otherwise agreed to by the Parties, all payments to be made by a Party to another Party, or such other Party’s designee, shall be made by wiring immediately available funds in United States dollars to the accounts designated by the receiving Party in accordance with such Party’s written instructions as set forth in Exhibit 3.05 attached hereto or such other instructions as a Party may require after written notice hereunder.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Purchaser acknowledges that Seller is providing the representations and warranties in Article IV solely for the purposes of establishing a basis on which claims for indemnification may be brought under this Agreement as specified in Section 9.01 , and for purposes of defining certain conditions to Purchaser’s obligation to consummate the transactions hereunder as contemplated in Article VII, irrespective of whether Seller knows or should know of such breach.

Purchaser acknowledges that Seller is not making any representations, warranties, covenants or commitments of any kind whatsoever, oral or written, express or implied, whether at law or in

equity, other than those set forth in this Agreement, and expressly disclaims reliance on any statements or information made or provided by Seller other than the provisions set forth in this Agreement.

The Seller represents and warrants as follows (it being understood that (x) other than the Transfer Date Representations, which are made only as of the applicable Transfer Date, all such representations and warranties, unless otherwise expressly provided herein, are made to the Purchaser as of the Effective Date and as of each applicable Transfer Date) and (y) all of the representations and warranties of the Seller contained herein [***] shall, subject to the limitations of applicable law, survive each such Transfer Date, as applicable and the termination of this Agreement):

Section 4.01 Due Organization and Good Standing . The Seller is a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Seller has, and at all relevant times has had, in full force and effect (without notice of possible suspension, revocation or impairment) all required qualifications, permits, approvals, licenses, and registrations to conduct all activities in all states in which its activities with respect to the Mortgage Loans and the Servicing Rights require it to be qualified or licensed, except where the failure of the Seller to possess such qualifications, licenses, permits, approvals, and registrations would not be reasonably expected to have a Material Adverse Effect.

Section 4.02 Authority and Capacity . The Seller has all requisite limited liability company power, authority and capacity to carry on its business as it is now being conducted, to execute and deliver this Agreement and to perform all of its obligations hereunder. Seller does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant required of it contained in this Agreement.

Section 4.03 Effective Agreement . The execution, delivery and performance of this Agreement by the Seller and consummation of the transactions contemplated hereby have been or will be duly and validly authorized by all necessary limited liability company or other action. This Agreement has been duly and validly executed and delivered by the Seller, and this Agreement is a valid and legally binding agreement of the Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditor’s rights and the discretion of a court to grant specific performance.

Section 4.04 No Conflict . Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with the terms and conditions of this Agreement, shall (a) violate, conflict with, result in the breach of, or constitute a default under, be prohibited by, or require any additional approval (except as shall have been obtained or made as of the related Transfer Date) under any of the terms, conditions or provisions of (i) the Seller’s certificate of formation, limited liability company agreement or other organizational documents of the Seller, (ii) any mortgage, indenture, deed of trust, loan or credit agreement or other material agreement or instrument to which the Seller is now a party or by which the Seller is bound, or (iii) any provision of any applicable law, ordinance, rule, regulation of any Governmental Authority applicable to the Seller, or any order, judgment, government directive or decree of any court or Governmental Authority applicable to the Seller or its assets, except where

such conflict by Seller would not reasonably be expected to have a Material Adverse Effect, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature upon, the Servicing Rights, any of the Mortgage Loans or any of the properties or assets of the Seller other than as contemplated by this Agreement.

Section 4.05 Consents, Approval and Compliance . Except for the Required Consents, there is no requirement applicable to the Seller to make any filing with, or to obtain any permit, authorization, consent or approval of, any Person as a condition to the execution and delivery by the Seller of, and the lawful performance by the Seller of its obligations under, this Agreement. The Seller has complied with, and is not in default under, any law, ordinance, requirement, regulation, rule, or order applicable to its business or properties, the violation of which might materially and adversely affect the operations or financial condition of the Seller or its ability to perform its obligations hereunder.

Section 4.06 Ability to Transfer . The Seller has complied with the Hart-Scott-Rodino Antitrust Improvements Act, or the bulk transfer or any similar statutory provisions in effect in any jurisdiction, the laws of which apply to such transfer, assignment and conveyance, and received any required approvals thereunder in connection with the transfer, assignment and conveyance of the Servicing Rights by the Seller pursuant to this Agreement.

Section 4.07 Insurance . Errors and omissions and fidelity insurance coverage, in amounts as required by the Applicable Requirements, is in effect with respect to the Seller. The Seller shall maintain such coverage, in amounts as required by the Applicable Requirements, until the transactions contemplated by this Agreement have been consummated in accordance with terms hereof.

Section 4.08 Litigation . Other than as disclosed in Schedule 4.08A , as of the Effective Date and the date of delivery of updated schedules under Section 6.08 , there is no litigation, claim, demand, proceeding or governmental investigation pending or threatened in writing, or any order, injunction or decree outstanding, against or relating to the Seller or with respect to any Servicing Agreement (to the extent related to the applicable Servicing Rights) that could reasonably be expected to have a Material Adverse Effect. As of the Effective Date and the date of delivery of updated schedules under Section 6.08 , other than as disclosed in Schedule 4.08B , no governmental agency, Investor, Insurer, trustee, master servicer or any other party to a Servicing Agreement has provided written notice to the Seller claiming or stating that the Seller has violated, breached or not complied with any Applicable Requirements in connection with the Servicing Rights applicable to the related Mortgage Loans which has not been resolved by the Seller that in each case could reasonably be expected to have a Material Adverse Effect.

Section 4.09 [ Reserved .]

Section 4.10 Facts and Omissions . None of the Seller Information to the extent that it relates to Servicing Rights with respect to which the Transfer Date has occurred contains any material misstatement of fact or will omit to state a material fact necessary in order to make the statements, in light of the circumstances in which they are made, not materially misleading, in each case at the time specified therein or, if no time is specified therein, at the time delivered to Purchaser; provided ,

that , Seller makes no representation and warranty with respect to any Seller Information that based on or derived from inaccurate information provided to Seller by Purchaser.

Section 4.11 Sanctions; Anti-Corruption Compliance . None of the Seller, the Ocwen Parent, OMS, Homeward Residential Holdings, Inc. and Homeward Residential, Inc., or, to the best of Seller’s knowledge, any of their directors, officers, or employees is a person that is (i) a target of United States economic, financial, or trade sanctions in force from time to time, (ii) named, identified, or described on any blocked person list, specially designated nationals lists, prohibited persons list, or other official list of restricted persons with whom United States persons may not conduct business, including, but not limited to, restricted party lists published or maintained by the United States government, including, without limitation, the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control and the United States Department of State, or (iii) owned or controlled by, or an actor on behalf of, any persons described in clauses (i) and (ii).

Section 4.12 Mortgage Loans and Servicing Rights .

4.12.1 General Compliance . Each Mortgage Loan has been serviced by the Seller in compliance with all Applicable Requirements and Accepted Servicing Practices in all material respects. All collection efforts by or on behalf of the Seller have been performed in compliance with all Applicable Requirements and Accepted Servicing Practices, in each case in all material respects. No servicer default, servicer termination event, event of default or other default or breach has occurred by the Seller under any Servicing Agreement, and to the Seller’s knowledge, following the execution of the related Servicing Agreement, no event has occurred which with the passage of time or the giving of notice or both would: (A) constitute a material default or breach by the Seller under any Servicing Agreement or under any Applicable Requirement; or (B) permit termination of any such Servicing Agreement with respect to the applicable Servicing Right by a third party without the consent of the Seller, other than as a result of a collateral performance trigger such as delinquency or loss ratios or rating agency rating.

4.12.2 No Default/No Waiver . Other than as disclosed to the Purchaser on the related Data Tape, Seller has not waived any default, breach, violation or event of acceleration existing under any Mortgage Loan other than in accordance with Applicable Requirements. Except as disclosed to the Purchaser on the related Data Tape, the Seller has not, except in accordance with Applicable Requirements, (i) agreed to any material modification, extension or forbearance in connection with any Mortgage Note or Mortgage Instrument, (ii) released, satisfied or canceled any Mortgage Note or Mortgage Instrument in whole or in part or released any party thereto in whole or in part, or (iii) subordinated any Mortgage Instrument in whole or in part.

4.12.3 Application of Funds . All payments received by the Seller with respect to any Mortgage Loan have been remitted and properly accounted for in compliance with and as required by Applicable Requirements and Accepted Servicing Practices in all material respects.

4.12.4 Mortgage Insurance . As to each mortgage insurance, pool insurance or guaranty certificate, Seller has complied with Applicable Requirements for processing of claims

and payment of premiums. Seller has complied with federal statutes and regulations regarding processing of insurance policies.

4.12.5 Compliance with Laws . The Seller has complied with the Applicable Requirements with respect to the Mortgage Loans in all material respects, including, without limitation, the federal Fair Housing Act, federal Equal Credit Opportunity Act and Regulation B, federal Fair Credit Reporting Act, federal Truth in Lending Act and Regulation Z, National Flood Insurance Act of 1968, federal Flood Disaster Protection Act of 1973, federal Real Estate Settlement Procedures Act and Regulation X, federal Fair Debt Collection Practices Act, federal Home Mortgage Disclosure Act, federal Homeowners Protection Act of 1998, and state consumer credit and usury codes and laws in all material respects. The Seller has, at all times during which it has been the Servicer of the Mortgage Loans, been (1) in compliance with any and all applicable licensing requirements of the laws of the jurisdiction and state wherein the related Mortgaged Property is located and had all requisite licenses, permits and approvals required in such jurisdiction, and (2) either (A) organized under the laws of such state, (B) qualified to do business in such state, (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; except where the failure to be so qualified or in compliance or to possess such licenses, permits and approvals would not be reasonably likely to have a Material Adverse Effect .

4.12.6 Filing of Reports . The Seller has filed or will file in a timely manner all reports required by the Investors, Insurers and other Applicable Requirements with respect to the Mortgage Loans and the Servicing Rights during the time that the Seller has serviced the Mortgage Loans. The Seller has filed (or caused to be filed), all IRS Forms, including but not limited to Forms 1041-K1, 1041, 1099-INT, 1099-MISC, 1099A and 1098, as appropriate, which are required to be filed pursuant to Applicable Requirements with respect to the Servicing Rights for activity that occurred on or before each applicable Transfer Date and during the time that the Seller has serviced the Mortgage Loans.

4.12.7 Custodial Accounts . All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practices, and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including

without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Account.

4.12.8 Investor Reporting . During the time the Seller has serviced the Mortgage Loans, the Seller has properly prepared and timely submitted to each Investor all reports required to be delivered by the Seller in connection with such payments required by the Applicable Requirements and Accepted Servicing Practices in all material respects.

4.12.9 Taxes and Charges . With respect to each Primary Mortgage Loan, during the time the Seller has serviced such Primary Mortgage Loan, all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments and ground rents relating to such Primary Mortgage Loan have been timely paid by the Seller in material compliance with the Applicable Requirements and Accepted Servicing Practices to the extent such items are required to have been paid pursuant to Applicable Requirements.

4.12.10 Hazard and Related Insurance . All improvements upon each Mortgaged Property related to a Primary Mortgage Loan are insured against loss by fire, hazard (and, where required pursuant to Applicable Requirements, flood) and/or extended coverage insurance policies, in the amount, by an Insurer and otherwise in compliance with and in the manner as may be required by Applicable Requirements. There has been no unremedied act or omission of the Seller that would or may invalidate any such insurance, there has been no unremedied event or condition which may result in the revocation, cancellation or expiration of such coverage, and the insurance is or, when issued, will be, and will remain in full force and effect with respect to each Mortgage Loan. There are no defenses, counterclaims, or rights of set-off against the Seller affecting the validity or enforceability of any such insurance.

4.12.11 [Reserved .]

4.12.12 Good Title . Subject to the rights of HLSS Holdings, LLC and HLSS MSR-EBO Acquisition LLC, except as disclosed on Schedule 4.12.12, the Seller is the sole owner and holder of all right, title and interest in and to the Servicing Rights immediately prior to the conveyance thereof pursuant to Section 2.01 of this Agreement. Subject to Seller’s rights under the Subservicing Agreement, on the applicable Transfer Date, Seller’s right, title and interests in the Servicing Rights will be transferred to Purchaser free and clear of any lien, right or interest held or claimed by Seller or its Affiliates or their respective creditors.

4.12.13 Fraud . No misrepresentation, error or fraudulent action or omission has occurred on the part of Seller or any of its Affiliates in connection with the servicing of any Mortgage

Loan, any Servicing Agreement or the application of any insurance proceeds with respect to a Mortgage Loan or the Mortgaged Property.

4.12.14 Accuracy of Data . The information with respect to the Mortgage Loans and Servicing Rights included in the March Data Tape (solely with respect to Servicing Rights with respect to which the Seller has received the related Settlement Payment or Fee Restructuring Payment (each as defined in the Master Agreement)) and the Data Tape provided to the Purchaser with respect to such Transfer Date, are true and accurate in all material respects as of the dates specified therein.

4.12.15 No Recourse . Other than with respect to those Servicing Agreements listed in Schedule 4.12.15 , (a) prior to the Effective Date, (i) the Seller has not incurred any losses pursuant to a Servicing Agreement (including pursuant to any repurchase, reimbursement or indemnity obligation), as the result of the default or foreclosure of, or acceptance of a deed in lieu of foreclosure or other transfer or sale of the Mortgaged Property in connection with, a Mortgage Loan or as a result of any provision of a Servicing Agreement that has imposed considerable obligations in addition to those that are of a type that are from time to time imposed upon servicers of private label servicing, except insofar as such losses are based upon a failure of the Servicer to comply with the Applicable Requirements and (ii) no Termination Party (as defined in the Subservicing Agreement) has delivered to Seller in writing any claim or demand that the Seller should bear or otherwise be responsible for the losses described clause (a)(i) above (other than any claim that are generally or publicly known information in the United States residential mortgage industry) and (b) no Servicing Agreement (in each case, other than due to the servicer’s breach of the applicable Servicing Agreement) (i) contains buydown loans that the servicer must fund, HELOCs open to draw that the servicer must fund, loans required to be repurchased by the Servicer (excluding real properties repurchased by Servicer in ordinary course), loans subject to a settlement with Investors, securityholders, State Agencies and/or Governmental Authorities that imposes restrictions or requirements on the Seller as servicer (and not on servicers more generally) that would apply to the Purchaser as successor servicer to Seller and would not otherwise apply to Purchaser as servicer, any FHA, VA or USDA loans where advances may systematically be not fully reimbursed on a regular basis, (ii) requires the servicer to compensate the related Investor for any interest rate reduction (via modification, shortfall between mortgage rate (net or gross) and the debenture rate or otherwise) and (iii) provides that the servicer is not entitled to be reimbursed by the Investor for servicer legal expenses related to repurchase proceedings due to the fact that the original servicer was also the loan seller.

4.12.16 ARM Loans . With respect to each adjustable rate Primary Mortgage Loan, the Seller has properly and accurately and in material compliance with all Applicable Requirements and Accepted Servicing Practices (a) entered into its system all data required to service such Primary Mortgage Loan, (b) adjusted the mortgage interest rate on each interest adjustment date, (c) adjusted the monthly payment on each payment adjustment date, (d) calculated the amortization of principal and interest on each payment adjustment date, and (e) executed and delivered any and all notices regarding interest rate and payment adjustments.

4.12.17 Tax Service Contracts and Initial Flood Certifications . To the extent required by Applicable Requirements, each Primary Mortgage Loan has, and at all times during which Seller has serviced such Primary Mortgage Loan has had, a valid tax service contract with an Investor-approved tax service provider. To the extent required by Applicable Requirements, each Primary Mortgage Loan has, and at all times during which Seller has serviced such Primary Mortgage Loans has had, a valid flood certification contract with an Investor-approved flood certification provider. Each Primary Mortgage Loan has had a flood zone determination conducted in compliance with the Applicable Requirements. Except as set forth on Schedule 4.12.17, each such tax service and flood certification contract is transferable to the Purchaser as a fully paid, transferable, life of the loan tax service contract or flood certification contract.

4.12.18 Credit Information; Credit Reporting . The Seller has, in its capacity as servicer for each Mortgage Loan, caused to be furnished to credit reporting agencies, accurate and complete information (i.e., favorable and unfavorable) on each Mortgagor, in accordance with the Applicable Requirements.

4.12.19 Casualty Insurance Proceeds . With respect to each Primary Mortgage Loan, during the time that Seller has serviced such Primary Mortgage Loan, Seller has applied all casualty insurance proceeds for property damage in accordance with Applicable Requirements.

4.12.20 Servicing Agreements . On or before the applicable Transfer Date, the Seller has provided or made available to the Purchaser true and correct copies of all of the Servicing Agreements in Seller’s possession or reasonably available to Seller; and such Servicing Agreements contain all of the terms and provisions necessary to service the Mortgage Loans in accordance with Applicable Requirements.

4.12.21 Other Agreements . Other than as disclosed in public filings or as identified on Schedule 4.12.21, the Seller is not a party to or subject to any agreement, stipulation, conditional approval, memorandum of understanding, notice of determination, consent decree, advisory settlement, compromise, litigation or other agreement or understanding with any Investor, court, Governmental Authority or body, or other Person which (i) in any material way seeks to modify or clarify or has the effect of modifying or clarifying any of the terms of the Applicable Requirements (solely with respect to the Servicing Rights and/or the Mortgage Loans), (ii) otherwise materially affects (A) the Seller’s or the Purchaser’s servicing obligations and practices (solely with respect to the Servicing Rights and/or the Mortgage Loans) including, but not limited to, escrow practices and except as otherwise addressed in this Agreement, (B) the Purchaser’s rights and duties set forth in this Agreement, including with respect to the Servicing Rights being acquired by the Purchaser, or (C) the economic value of the Servicing Rights being acquired by the Purchaser.

4.12.22 Repurchase . As of the applicable Transfer Date, there is no Mortgage Loan for which the applicable Investor has demanded that Seller repurchase such Mortgage Loan.

4.12.23 Improper Allegations in Servicing File . Any written allegation of an improper act or omission by the Seller that has been received by the Seller after June 1, 2012 from any Mortgagor is part of the related Servicing File.

Section 4.13 Quality Control Program .

4.13.1 Ongoing Program . The Seller maintains internal quality control procedures designed to detect and prevent dishonest, fraudulent or negligent acts, errors and omissions by officers, employees or other unauthorized persons.

4.13.2 Prior Audits . Within the three (3) years immediately preceding the Effective Date, Seller’s internal quality control procedures and audits have not revealed a failure to comply with Applicable Requirements that could reasonably be expected to have a Material Adverse Effect on all or any substantial portion of the Servicing Rights or on Seller’s ability to perform its obligations under this Agreement.

Section 4.14 Broker’s Fees . There are no fees or commissions or any expenses of any broker, finder or investment banker or anyone else acting in the capacity of a broker, finder or investment banker for the Seller in connection with the transactions contemplated hereby.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants as follows (it being understood that, unless otherwise expressly provided herein, each such representation and warranty is made to the Seller as of the date hereof and each applicable Transfer Date, and all of the representations and warranties of the Purchaser contained herein shall, subject to the limitations of applicable law, survive each Transfer Date and the termination of this Agreement):

Section 5.01 Due Formation and Good Standing . The Purchaser is a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Delaware. Except for the Required Consents, the Purchaser has, and at all relevant times has had, in full force and effect (without notice of possible suspension, revocation or impairment) all required qualifications, permits, approvals, licenses, and registrations to conduct all activities in all states in which its activities with respect to the Mortgage Loans or the Servicing Rights require it to be qualified or licensed, except where the failure of the Purchaser to possess such qualifications, licenses, permits, approvals and registrations would not be reasonably expected to have a material adverse effect on the Seller or the transactions contemplated under this Agreement. The Purchaser is an approved member in good standing in the MERS system. No event has occurred, including but not limited to a change in insurance coverage, that would make the Purchaser unable to comply with the eligibility requirements of MERS to the extent applicable to the Servicing Rights being sold on such Transfer Date.

Section 5.02 Authority and Capacity . The Purchaser has all requisite corporate power, authority and capacity, to execute and deliver this Agreement and to perform all of its obligations hereunder. The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant required of it contained in this Agreement.

Section 5.03 Effective Agreement . The execution, delivery and performance of this Agreement by the Purchaser and consummation of the transactions contemplated hereby have been or will be duly and validly authorized by all necessary corporate, shareholder or other action; and this Agreement has been duly and validly executed and delivered by the Purchaser, and this Agreement is a valid and legally binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditor’s rights and the discretion of a court to grant specific performance.

Section 5.04 No Conflict . Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with the terms and conditions of this Agreement, shall (a) violate, conflict with, result in the breach of, or constitute a default under, be prohibited by, or require any additional approval (except as shall have been obtained or made as of the related Transfer Date) under any of the terms, conditions or provisions of (i) the Purchaser’s certificate of formation or limited liability company agreement, (ii) any mortgage, indenture, deed of trust, loan or credit agreement or other agreement or instrument to which the Purchaser is now a party or by which the Purchaser is bound, or (iii) any provision of any applicable law, ordinance, rule, regulation of any Governmental Authority applicable to the Purchaser, or any order, judgment, government directive or decree of any court or Governmental Authority applicable to the Purchaser, or (b) result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the properties or assets of the Purchaser.

Section 5.05 Consents, Approvals and Compliance . Except for the Required Consents (i) there is no requirement applicable to the Purchaser to make any filing with, or to obtain any permit, authorization, consent or approval of, any Person as a condition to the lawful performance by the Purchaser of its obligations hereunder; and (ii) the Purchaser has complied with, and is not in default under, any law, ordinance, requirement, regulation, rule, or order applicable to its business or properties, the violation of which might materially and adversely affect the operations or financial condition of the Purchaser or its ability to perform its obligations hereunder.

Section 5.06 Ability to Acquire . The Purchaser has complied with the Hart-Scott-Rodino Antitrust Improvements Act, or the bulk transfer or any similar statutory provisions in effect in any jurisdiction, the laws of which apply to such transfer, assignment and conveyance, and received any required approvals thereunder in connection with the acquisition of the Servicing Rights by the Purchaser pursuant to this Agreement.

Section 5.07 Licenses . As of the date hereof, the Purchaser has been approved by and is in good standing with each applicable State Agency, as necessary, in order to purchase the Servicing Rights hereunder.

Section 5.08 Litigation . There is no litigation, claim, demand, proceeding or governmental investigation existing or pending, or to the Purchaser’s knowledge, threatened, or any order, injunction or decree outstanding, against or relating to the Purchaser that could materially and adversely affect or delay the performance by the Purchaser of its obligations under this Agreement.

Section 5.09 Sophisticated Purchaser . The Purchaser is a sophisticated investor and its bid and decision to purchase the Servicing Rights is based upon the Purchaser’s due diligence and evaluation of the information and documents provided by the Seller and the terms of this Agreement. The Purchaser has consulted with such investment, legal, tax, accounting and other advisers as it deems necessary.

Section 5.10 [Reserved .]

Section 5.11 Sanctions; Anti-Corruption Compliance . None of the Purchaser, its Affiliates, or, to the best of Purchaser’s knowledge, any of their directors, officers, or employees (or any employees, officers or directors of Fortress Investment Group LLC participating in the negotiation or performance of this Agreement) is a person that is (i) a target of United States economic, financial, or trade sanctions in force from time to time, (ii) named, identified, or described on any blocked person list, specially designated nationals lists, prohibited persons list, or other official list of restricted persons with whom United States persons may not conduct business, including, but not limited to, restricted party lists published or maintained by the United States government, including, without limitation, the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control and the United States Department of State, or (iii) owned or controlled by, or an actor on behalf of, any persons described in clauses (i) and (ii).

Section 5.12 Broker’s Fees . There are no fees or commissions or any expenses of any broker, finder or investment banker or anyone else acting in the capacity of a broker, finder or investment banker for the Purchaser in connection with the transactions contemplated hereby.

ARTICLE VI.

COVENANTS

Section 6.01 Required Consents .

(a) The transfer of the Servicing Rights pursuant to Article II hereof and the appointment of the Subservicer as subservicer for the Mortgage Loans are subject to obtaining the applicable Required Consents on or before the applicable Transfer Date. Seller and Purchaser shall comply with the provisions of Section 8 of the Master Agreement in connection with obtaining such consents. The Seller will instruct the holders of any Required Consents, any rating agencies, custodians, trustees and their representatives and advisors to (i) recognize the Purchaser as a full, interested party in the relevant servicing transaction, (ii) include the Purchaser in correspondence, and (iii) provide to the Purchaser and its advisors and representatives with full access to all documentation, in each case regarding servicing transfers in respect of the MSRPA Servicing Agreements.

(b) The costs and expenses of the Seller and the Purchaser in connection with, arising out of or relating to the transfer of the Servicing Rights shall be payable pursuant to the terms of the Master Agreement.

Section 6.02 Servicing Files . To the extent that Purchaser or its successors or any subservicer, as applicable, is unable, despite its or its successor servicer’s best efforts, to service a Mortgage Loans in accordance with Applicable Requirements because the related Servicing File does not contain the documents or information required to be maintained by the Seller under Applicable Requirement and are necessary to service the applicable Mortgage Loan in compliance with Applicable Requirements, Seller shall reimburse the Purchaser for any reasonable out-of-pocket expenses incurred by Purchaser in curing such deficiency and indemnify Purchaser for any Losses that it incurs due to the inability to service in accordance with Applicable Requirements; provided that the Purchaser shall have (and shall have caused its successors and any subservicer to) used best efforts to obtain reimbursement from the applicable Investor for any such unreimbursed expenses or Losses prior to making a claim hereunder.

Section 6.03 Undertakings by the Seller .

(a) [ Reserved .]

(b) IRS Reporting . The Seller shall, at its sole cost and expense, prepare and file with the Internal Revenue Service all reports, forms, notices and filings required by the Internal Revenue Code and rules, regulations and interpretations thereunder in connection with the Servicing Rights and Mortgage Loans with respect to events that occurred prior to the applicable Transfer Date thereof, including without limitation, the reporting of all interest paid by the Seller for the account of Mortgagors under the Mortgage Loans, all in material compliance with Applicable Requirements and Accepted Servicing Practices.

Section 6.04 Non-Solicitation . From and after the applicable Transfer Date, except as permitted under the Subservicing Agreement, the Seller shall not, and shall cause its Affiliates, officers and employees to not, and shall not engage any brokers, correspondent lenders, agents and independent contractors to, directly or indirectly, solicit the Mortgagors, during the remaining term of any of the Mortgage Loans, by telephone, by mail, by internet, by facsimile, by personal solicitation, by electronic media or otherwise take any action to solicit the Mortgagors; it being understood and agreed that all rights and benefits relating to direct solicitation of such Mortgagors with respect to any matter relating to the Mortgage Loans and all attendant right, title and interest in and to the list of such Mortgagors and data relating to their Mortgage Loans (including renewal dates) shall be transferred to Purchaser on the applicable Transfer Date. It is understood and agreed that the foregoing is not intended to prohibit responding to Mortgagor inquiries, general advertising or solicitations directed to the public generally .

Section 6.05 Regulatory Update . Periodically, not less frequently than monthly unless otherwise agreed to by Seller and Purchaser, the Seller will arrange for a meeting between Seller’s chief compliance officer and one or more representatives of the Purchaser to provide an update with respect to Seller’s ongoing regulatory matters, substantially similar in scope and substance to the updates Seller provides to Fannie Mae and Freddie Mac and the update that Seller provided to Purchaser on June 21, 2017.

Section 6.06 Notice of Breach . Promptly upon a responsible officer of Seller becoming aware of a breach by Seller of any representation or warranty made by Seller pursuant to this

Agreement but in no event more than five (5) Business Days thereafter. Seller shall notify Purchaser in writing of such breach.

Section 6.07 Ordinary Course Servicing . The Seller shall continue to service (or, as applicable, shall continue to cause to have serviced) the Mortgage Loans pursuant to the terms and conditions of the MSR Purchase Agreement, the applicable Sale Supplements and in compliance with all Applicable Requirements and Accepted Servicing Practices, up to the transfer of the Servicing Rights on the applicable Transfer Date. Subject to the foregoing, the Seller will use commercially reasonably efforts to not take or omit to take any actions that could reasonably be expected to cause a Material Adverse Effect to the Servicing Rights and related assets and liabilities prior to the applicable Transfer Date.

Section 6.08 Updated Litigation Schedule . The Seller shall deliver to the Purchaser updated Schedules 4.08A and 4.08B on or before the fifth Business Day of each month.

Section 6.09 Notice of Material Events . To the extent not prohibited by Applicable Requirements and any applicable confidentiality provisions, the Seller shall promptly give the Purchaser written notice of (i) the occurrence of any breach by the Seller of any of its obligations hereunder or the commencement of any material litigation or proceeding or any other material adverse event, in each case, that could reasonably be expected to have a Material Adverse Effect, (ii) any event which, with the passage of time, could reasonably be expected to result in a termination of any Servicing Agreement with respect to the Servicing Rights, (iii) any written notices from any Investor (including copies of such notices) of any breach, potential breach, default or potential default by Seller under any Servicing Agreement, and with copies of any notices from such Investor, of any termination, potential termination or threatened termination of any Servicing Agreement, and (iv) any material notices, requests, orders or inquiries received from any Governmental Authority with respect to Seller’s interests in the Servicing Rights and any further correspondence in connection therewith and any periodic update with respect to the status of any such material notices, requests, orders or inquiries.

Section 6.10 Governmental Inquiries . The Parties shall cooperate in good faith with each other in responding to any inquiries from any of the Parties’ regulators or examiners regarding the origination or servicing of the Mortgage Loans (including providing copies of audits, documents and other information requested by any regulator or examiner); provided that, if (i) prohibited by Applicable Requirements from providing any such requested information or (ii) the underlying contract prohibits disclosure of the requested information, the applicable Party shall give the other Party prompt notice thereof and shall cooperate with such Party in responding to the applicable regulator or examiner’s request and/or in seeking exemption from such prohibition. The cooperating Party shall be reimbursed by the requesting Party for any reasonable out of pocket costs or expenses incurred in connection with the foregoing.

Section 6.11 Seller Information . Seller shall deliver monthly reports on or before the fifth (5th) Business Day of each month pertaining to complaints and litigation matters with respect to the Primary Mortgage Loans, substantially in the form and containing the information set forth in Exhibits 6.11-A and 6.11-B, respectively.

Section 6.12 Cooperation . To the extent reasonably possible, the Parties shall cooperate with and assist each other, as requested, in carrying out the purposes of this Agreement. The Purchaser shall cooperate as reasonably required by the Seller in the Seller’s efforts to obtain Required Consents and final certifications and recertifications as required hereunder. In addition, the Parties agree to cooperate and work in good faith to solve any and all issues or developments that arise during the course of the business relationship evidenced hereby.

Section 6.13 Custodial Account Verification . The Purchaser reserves the right to independently verify the sufficiency of the Custodial Accounts, employing such industry accepted practices such as, among other things, a test for minimum cash required. Should the Purchaser, any Investor or an auditor determine that the Custodial Account(s) did not contain the required deposits as of the applicable Transfer Date, then the Seller shall immediately reconcile all such accounts and deliver to the Purchaser within five (5) Business Days the amount of the identified shortage. Notwithstanding the foregoing, any right of the Purchaser to verify deposits in the Custodial Accounts shall in no way impair the Purchaser’s or any of its successors’ rights to any remedies provided under this Agreement and/or by law for any failure to maintain such accounts as required by this Agreement.

Section 6.14 Quality Control Procedures . The Seller shall maintain its current internal quality control program that the Seller reviews, on a regular basis, its compliance with and conformity to all Applicable Requirements to which the Seller is subject. The program shall include evaluating and monitoring the overall quality of the Seller’s (or the Seller’s subservicer’s) loan servicing activities, including collection call programs, in accordance with industry standards and this Agreement.

Section 6.15 Due Diligence . The Purchaser, at its expense, shall have the right to conduct diligence on the Seller and the Servicing Rights as described in the first three sentences of Section 2.11(a) of the Subservicing Agreement.

ARTICLE VII.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

The obligations of the Purchaser under this Agreement to purchase and assume the applicable Servicing Rights on any Transfer Date are subject to the satisfaction of each of the following conditions on the date or dates specified in the applicable section of this Article VII , any or all of which may be waived in writing by the Purchaser:

Section 7.01 Correctness of Representations and Warranties . The representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects as of such Transfer Date.

Section 7.02 Compliance with Covenants . All terms and covenants contained in this Agreement required to be complied with and performed by the Seller shall have been duly complied with and performed by the Seller in all material respects as of such Transfer Date.

Section 7.03 Required Consents . On or before the Transfer Date, the applicable Required Consents shall have been issued by all appropriate Persons and delivered to the Purchaser.

Section 7.04 Litigation . As of the Transfer Date, no litigation, claim, demand, administrative or regulatory proceeding or governmental investigation shall be pending or threatened and no order, injunction, or decree shall have been entered that either (i) would reasonably be expected to have a Material Adverse Effect with respect to the Servicing Rights or the Seller, or (ii) which is brought by a bona fide party in interest or a governmental authority with applicable jurisdiction and which enjoins, restrains or prohibits or seeks to enjoin, restrain or prohibit this Agreement or consummation of the transactions contemplated by this Agreement . As of the Transfer Date, no settlement or agreement shall have been entered into by the Seller that would reasonably be expected to have a Material Adverse Effect with respect to the Servicing Rights or the Seller .

Section 7.05 Condition of the Seller . There has been no Material Adverse Effect with respect to the Seller’s operations, systems or processes since the Effective Date and the Seller shall have provided to the Purchaser, if requested by the Purchaser, such information reasonably satisfactory to the Purchaser confirm the same.

Section 7.06 Required Documentation . On or prior to such Transfer Date, the Purchaser shall have reasonably approved and accepted all documentation required under the applicable Servicing Agreement to effectuate the purchase and transfer of the Servicing Rights as contemplated hereunder, with such documentation providing for Bifurcation.

Section 7.07 Replacement Subservicer . If the Subservicing Agreement has been terminated following a Designated Event, Purchaser shall have selected a replacement subservicer and such replacement subservicer shall be able to on-board the related Mortgage Loans in respect of the Servicing Rights to be transferred on such Transfer Date.

Section 7.08 Release of Liens on Servicing Rights. On or before the Initial Transfer Date, the Purchaser shall have received (i) an instrument, in a form reasonably satisfactory to the Purchaser, evidencing the release of any lien to which the Servicing Rights transferred to the Purchaser on such Transfer Date may have been subject and (ii) authorization (subject only to the consummation of such transfer) from the applicable secured party to file a UCC-3 financing statement in a form reasonably satisfactory to the Purchaser, terminating any lien referred to in the foregoing clause (i).

Section 7.09 Transfer Date Documentation . On or before the Transfer Date, the Purchaser shall have received, in form and substance reasonably satisfactory to the Purchaser (i) an Assignment Agreement providing for the conveyance of the applicable Servicing Rights on such Transfer Date and (ii) to the extent Master Servicing Rights are being conveyed on such Transfer Date, an assignment agreement providing for the assignment of each related SBO Contract with respect to such Master Servicing Rights. On or before the Effective Date, the Purchaser shall have received, in form and substance reasonably satisfactory to the Purchaser an opinion of counsel to Seller relating to corporate matters and enforceability, and the costs of the opinion of counsel shall be borne by the Seller.

Section 7.10 Licenses . On or before the applicable Transfer Date, the Purchaser has been approved by and is in good standing with each applicable State Agency as necessary, in order to purchase and assume responsibility for the related Servicing Rights.

Section 7.11 Reserved.

Section 7.12 Reserved .

Section 7.13 Secretary’s Certificate of Seller . The Purchaser shall have received, on or before the Effective Date, (i) a Secretary’s Certificate dated as of the Effective Date, reasonably acceptable to the Purchaser and (ii) applicable corporate resolution authorizing the Seller to enter into the types of transactions set forth herein and authorizing the officers of Seller to execute this Agreement and such other documents as may be necessary to accomplish the transactions contemplated hereby.

Section 7.14 Reserved.

Section 7.15 Reserved.

Section 7.16 Subservicing Agreement . A Subservicing Agreement (including any supplement or acknowledgement relating thereto) relating to the Servicing Rights to be sold to the Purchaser by the Seller pursuant to this Agreement shall have been executed and delivered by the Purchaser and the Subservicer and shall be in full force and effect as of the applicable Transfer Date.

ARTICLE VIII.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER

The obligations of the Seller to sell, transfer and assign Servicing Rights under this Agreement are subject to the satisfaction of each of the following conditions on the date or dates specified in the applicable section of this Article VIII , any or all of which may be waived in writing by the Seller:

Section 8.01 Correctness of Representations and Warranties . The representations and warranties made by the Purchaser in this Agreement are true and correct in all material respects as of the applicable Transfer Date.

Section 8.02 Compliance with Covenants . All terms and covenants in the Agreement required to be complied with and performed by the Purchaser shall have been duly complied with and performed by the Purchaser in all material respects, as applicable, as of the applicable Transfer Date.

Section 8.03 Proceedings . As of the Transfer Date, no court order shall have been entered in any action or proceeding instituted by any Person which enjoins, restrains or prohibits or seeks to enjoin, restrain or prohibit this Agreement, the transaction contemplated with respect to the consummation of any transaction contemplated by this Agreement.

Section 8.04 Required Consents . On or before the Transfer Date, the applicable Required Consents shall have been issued by all appropriate Persons and delivered to the Seller.

Section 8.05 Settlement Payment . The Seller shall have received the applicable Settlement Payment.

Section 8.06 Opinion . On or before the Effective Date, the Seller shall have received, in form and substance reasonably satisfactory to the Seller an opinion of counsel to Purchaser relating to corporate matters and enforceability. The costs of such opinion shall be borne by the Purchaser.

Section 8.07 Secretary’s Certificate of Purchaser . The Seller shall have received, on or before the Effective Date, (i) a Secretary’s Certificate dated as of the Effective Date, reasonably acceptable to the Seller, containing an incumbency certificate of the Purchaser dated as of the Effective Date identifying the Person(s) authorized to bind the Purchaser to this Agreement and (ii) applicable corporate resolution authorizing the Seller to enter into the types of transactions set forth herein and authorizing the officers of Purchaser to execute this Agreement and such other documents as may be necessary to accomplish the transactions contemplated hereby.

ARTICLE IX.

INDEMNIFICATION AND OTHER PAYMENTS

Section 9.01 Indemnification of the Purchaser .

(a) The Seller shall indemnify, defend and hold the Purchaser and its officers, directors, employees, agents and its Affiliates (each, a “ Purchaser Indemnitee ”) harmless from, and will reimburse such Purchaser Indemnitee for, any and all Losses incurred by such Purchaser Indemnitee to the extent that such Losses arise out of or result from:

(i) the inaccuracy of any representation or warranty made by the Seller in this Agreement;

(ii) the failure by the Seller to perform or observe any term, provision and/or covenant of this Agreement;

(iii) any inadequate, inaccurate or improper acts or omissions by the Seller, actual or alleged, related to the servicing of the Mortgage Loans with respect to which the Transfer Date has occurred, including, without limitation, any failure, actual or alleged, to comply with Applicable Requirements, relating to the period prior to the related Transfer Date;

(iv) any Excluded Obligation with respect to Servicing Rights with respect to which the Transfer Date has occurred;

(v) the matters described in Section 6.02 , subject to the limitations set forth therein; or

(vi) any act or omission of the Seller in the performance of its obligations under this Agreement.

(b) Notwithstanding anything in this Agreement to the contrary, for purposes of establishing whether any matter is indemnifiable under Section 9.01(a) , the accuracy of the representations and warranties of the Seller contained herein shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge, materiality or other exception (including, without limitation, any reference to “material adverse effect,” “the best of Seller’s knowledge,” or any other terms similar thereto). In that regard, the Parties acknowledge and agree that regardless of any qualifications or limitations contained in this Agreement regarding the Seller’s knowledge, or to materiality or to exceptions noted in a representation or warranty or disclosed in any schedule, the Seller shall be required to fully indemnify the Purchaser for all Losses arising in whole or in part from the breach of such representation or warranty [***].

(c) In addition, and notwithstanding anything in this Agreement to the contrary, but subject to the limitations of applicable law, the indemnification obligations of the Seller under this Agreement shall not be limited by time[***].

(d) Seller shall pay to Purchaser Indemnitee any non-disputed Losses within thirty (30) days of the Seller’s receipt of an invoice therefor, together with reasonable supporting documentation.

Section 9.02 Indemnification by Purchaser .

(a) The Purchaser shall indemnify, defend and hold the Seller and its officers, directors, employees, agents and its Affiliates (each, a “ Seller Indemnitee ”) harmless from, and will reimburse such Seller Indemnitee for, any and all Losses incurred by such Seller Indemnitee to the extent that such Losses arise out of or result from:

(i) Any breach of a representation or warranty by Purchaser made in this Agreement;

(ii) Any breach of any covenant, agreement or obligation of Purchaser contained in this Agreement; and

(iii) Any Claim that is brought against Seller after the relevant Transfer Date that relates to the Mortgage Loans and the Servicing Rights with respect to which the Transfer Date has occurred, except (i) to the extent Seller is liable therefor under this Agreement, the MSR Purchase Agreement, the Sale Supplements, the Subservicing Agreement or any other agreement between the Seller and the Purchaser or any Affiliate or (ii) to the extent such Claim results from or arises out of any matter related to the period prior to the Transfer Date.

(b) Notwithstanding anything in this Agreement to the contrary, for purposes of establishing whether any matter is indemnifiable under Section 9.02(a) , the accuracy of the

representations and warranties of the Purchaser contained herein shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge, materiality or other exception (including, without limitation, any reference to “material adverse effect,” “the best of Purchaser’s knowledge,” or any other terms similar thereto). In that regard, the Parties acknowledge and agree that regardless of any qualifications or limitations contained in this Agreement regarding the Purchaser’s knowledge, or to materiality or to exceptions noted in a representation or warranty or disclosed in any schedule, the Purchaser shall be required to fully indemnify the Seller for all Losses arising in whole or in part from the breach of such representation or warranty.

(c) In addition, and notwithstanding anything in this Agreement to the contrary, but subject to the limitations of applicable law, the indemnification obligations of the Purchaser under this Agreement shall not be limited by time.

(d) Purchaser shall pay to Seller Indemnitee any non-disputed Losses within thirty (30) days of the Seller’s receipt of an invoice therefor, together with reasonable supporting documentation.

Section 9.03 [***].

Section 9.04 Reserved .

Section 9.05 Claims . An indemnified party under this Article IX shall notify an indemnifying party under this Article IX if a claim is made by a third party with respect to this Agreement or the Mortgage Loans that would give rise to a claim in this Article IX (other than counterclaims made in the course of servicing the Mortgage Loans). The indemnifying party shall assume (with the prior written consent of indemnified party, not to be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, shall promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the indemnified party in respect of such claim and shall follow any reasonable written instructions received from the indemnified party in connection with such claim. In no event shall a party settle any claim subject to this Article IX without the prior written consent of the other party (which shall not be unreasonably withheld or delayed). The indemnified party may participate in the defense of claims at its own expense. The indemnified party may further assume control of any claim to the extent the indemnifying party is not in the reasonable, good faith opinion of the indemnified party properly conducting defense of the claim.

Section 9.06 Additional Remedy Considerations . No information or knowledge of the Purchaser, nor the results of any due diligence or investigation by the Purchaser (including, without limitation, in relation to the Seller, the Mortgage Loans, the Servicing Rights or other assets), shall affect, waive, modify, limit, or diminish: (i) any representation or warranty of the Seller contained in this Agreement; or (ii) the Purchaser’s right to rely upon such representations and warranties of the Seller, including with respect to any claims for indemnification hereunder.

Section 9.07 Mitigation . Each Party that is eligible for indemnification under Sections 9.01 or 9.02 or reimbursement for costs and expenses under this Agreement, as the case may be, in

respect of a Loss or cost and expense shall use its commercially reasonable efforts consistent with requirements of Applicable Requirements with respect to mitigation of damages to mitigate such Loss or cost and expense in a commercially reasonable manner; provided , however , that such mitigation will not cause such indemnified Party to incur any costs and expenses without being reimbursed therefor; and, provided further , the failure to mitigate by either Party shall not affect the indemnifying Party’s obligation to indemnify the indemnified Party except to the extent such failure to mitigate results in any material prejudice to the indemnifying Party and then only to the extent of such material prejudice and a violation of requirements of Applicable Requirements with respect to mitigation of damages. Each such indemnified Party (or Party eligible for reimbursement) shall furthermore reasonably cooperate with the indemnifying Party (or responsible Party), at the indemnifying (or responsible Party’s) reasonable request and expense, in connection with any efforts by the indemnifying Party (responsible Party) to mitigate such Loss.

ARTICLE X.

TERMINATION.

Section 10.01 Termination .

(a) The Purchaser may immediately terminate this Agreement if any of the following shall occur:

(i) Reserved;

(ii) Reserved;

(iii) the Seller or the Ocwen Parent breaches, in any material respect, any representation or warranty, covenant, obligation or agreement set forth in this Agreement and such breach is not cured within fifteen (15) days following such party’s receipt of the Purchaser’s written notice thereof;

(iv) any filing of an insolvency proceeding by or on behalf of the Seller, any consent by or on behalf of the Seller to the filing of an insolvency proceeding against the Seller or any admission by or on behalf of the Seller of its inability to pay its debts generally as the same become due;

(v) any filing of an insolvency proceeding against the Seller that remains undismissed or unstayed for a period of sixty (60) days after the filing thereof;

(vi) any issuance of any attachment or execution against, or any appointment of a conservator, receiver or liquidator with respect to, all or substantially all of the assets of the Seller.

(b) The Seller may immediately terminate this Agreement if any of the following shall occur:

(i) the Purchaser or the Purchaser Parent breaches, in any material respect, any representation or warranty, covenant, obligation or agreement set forth in this Agreement and such breach is not cured within fifteen (15) days following such party’s receipt of the Seller’s written notice thereof;

(ii) any filing of an insolvency proceeding by or on behalf of the Purchaser, any consent by or on behalf of the Purchaser to the filing of an insolvency proceeding against the Purchaser or any admission by or on behalf of the Seller of its inability to pay its debts generally as the same become due;

(iii) any filing of an insolvency proceeding against the Purchaser that remains undismissed or unstayed for a period of sixty (60) days after the filing thereof; or

(iv) any issuance of any attachment or execution against, or any appointment of a conservator, receiver or liquidator with respect to, all or substantially all of the assets of the Purchaser.

(c) This Agreement shall automatically terminate on the earlier of (i) the date which is eighteen (18) months after the Effective Date and (ii) the date on which the Subservicing Agreement is terminated pursuant to the terms thereof (other than in connection with a Designated Event), in each case solely with respect to any Servicing Rights with respect to which the Transfer Date has not occurred as of such date.

Section 10.02 Designated Events . If the Subservicing Agreement has been terminated following a Designated Event, Seller and Purchaser shall cooperate in good faith to comply with the Transfer Out Procedures (as defined in the Subservicing Agreement) set forth in Exhibit P-1 and Exhibit P-2 of the Subservicing Agreement and transfer servicing in accordance with industry standard transfer procedures. and (ii) Purchaser shall use commercially reasonable efforts to require any successor servicer or subservicer to comply with the Transfer Out Procedures set forth in Exhibit P-1 and Exhibit P-2 of the Subservicing Agreement and transfer servicing in accordance with industry standard transfer procedures. In addition, Purchaser shall not utilize any successor servicer or subservicer unless such successor servicer or subservicer has been approved by and is in good standing with Fannie Mae, Freddie Mac and each applicable State Agency.

Section 10.03 Effect of Termination . Except as otherwise provided in an agreement among the Parties, the termination of this Agreement shall not affect any other agreement among the Parties. In respect of any termination based upon a Party’s (i) failure to remit any sum payable to the other Party hereunder when due (subject to applicable grace and/or cure periods if any), (ii) insolvency or (iii) loss of Investor approval, all Servicing Rights that have been sold, transferred and assigned to the Purchaser pursuant to this Agreement shall remain subject to the terms of this Agreement. In respect of any other termination of this Agreement, all Servicing Rights in respect of which the applicable Transfer Date has occurred at the time of such termination shall remain subject to the terms of this Agreement and, if the Purchaser continues to be an Investor-approved servicer, the sale of such Servicing Rights shall be consummated in accordance with the terms of this Agreement as if such termination did not occur. With respect to any termination of particular obligations under

this Agreement, the obligated Party shall have no further obligation to the other Party with respect to the terminated obligation.

ARTICLE XI.

MISCELLANEOUS

Section 11.01 Supplementary Information . From time to time prior to and after each Transfer Date, each Party shall furnish to the other Party such information supplementary to the information contained in the documents and schedules delivered pursuant hereto which is reasonably available and may reasonably be requested or which may be necessary to file any reports due to the Investors in connection with the Mortgage Loans and the Servicing Rights.

Section 11.02 Restriction on Notices ; Information and Disclosure . Notwithstanding anything else herein, nothing in this Agreement shall require any party to provide any notice, information, investigation, audit, correspondence, and any other communication (collectively, “ Information ”) to any other party (1) if providing such Information is prohibited by Applicable Requirements or any other contractual or legal obligation or (2) upon any advice of counsel (which may be internal counsel), if providing such Information may cause such party to lose attorney-client privilege, attorney work product privilege or other similar protections (governed by the applicable jurisdiction); provided that, in the case of clause (1), except with respect to any such prohibition imposed by a Governmental Authority, Freddie Mac or Fannie Mae, the disclosing party shall use commercially reasonable efforts to obtain consent to such disclosure from the applicable third party unless disclosing party reasonably believes that such consent will not be attainable.

Section 11.03 Further Assurances . Each party hereto shall execute and deliver in a reasonable timeframe such reasonable and appropriate additional documents, instruments or agreements and take such reasonable actions as may be necessary or appropriate to effectuate the purposes of this Agreement at the request of the other party.

Section 11.04 Survival . Notwithstanding anything to the contrary contained herein, but subject to limitations of applicable law, the representations and warranties of the Parties contained herein, as well as the Parties’ respective rights and obligations arising under Article IX of this Agreement shall survive the termination of this Agreement and shall inure to the benefit of the Parties and their successors and assigns [***] .

Section 11.05 Assignment .

(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b) This Agreement may not be assigned or otherwise transferred by operation of law or otherwise by Purchaser or Seller without the express written consent of all parties to this Agreement and any such assignment or attempted assignment without such consent shall be void; provided , however , that (i) Purchaser may pledge its rights to any Person providing financing to such Purchaser or its Affiliates without the express written consent of Seller, (ii) without limiting

any other transfers that otherwise do not require the consent of Seller, following a Transfer Date, Purchaser or any assignee or transferee thereof may transfer all or any interest in the Rights to MSRs or any Transferred Receivables Assets to any Person without the express written consent of Seller and (iii) Purchaser may assign or otherwise transfer any of its rights and obligations hereunder without the consent of Seller to any direct or indirect wholly-owned subsidiary of Purchaser Parent that has been approved by and is in good standing with Fannie Mae and Freddie Mac and each applicable State Agency, as necessary, in order to acquire the Servicing Rights hereunder, in any case, so long as such assignment and transfer does not materially delay the occurrence of the Transfer Dates contemplated by the Master Agreement and this Agreement.

(c) This Agreement is otherwise solely for the benefit of the parties hereto, and no provision of this Agreement shall be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right, except to the extent expressly set forth herein.

Section 11.06 Notices .

(a) All communications, notices, consents, waivers, and other communications under this Agreement must be in writing and be given in person or by means of email (with request for assurance of receipt in a manner typical with respect to communications of that type), by overnight courier or by mail, and shall become effective: (a) on delivery if given in person; (b) on the date of transmission if sent email, except with respect to notices delivered pursuant to Article X which shall be confirmed by a similar mailed writing; (c) one (1) Business Day after delivery to the overnight service; or (d) four (4) Business Days after being mailed, with proper postage and documentation, for first-class registered or certified mail, prepaid.

Notices shall be addressed as follows:

(i) If to the Purchaser, to:

[***]

With a copy to:

[***]

(ii) If to the Seller to:

Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, FL 33409

Attention: Secretary

with a copy (which shall not constitute notice) to :

Ocwen Loan Servicing LLC

(physical address)

Hamilton House, 56 King Street, 3rd Floor

Christiansted, St. Croix VI 00820

(mailing address)

1108 King Street

Christiansted, VI 00820

Attention: General Counsel

with a copy to:

[***]

provided , however , that if any party shall have designated a different address by notice to the others, then to the last address so designated.

Section 11.07 Entire Agreement . This Agreement, the Master Agreement and any agreements referenced herein or therein set forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and thereby and supersede any and all prior agreements, arrangements and understandings, both written and oral, between the parties relating to the subject matter hereof and thereof.

Section 11.08 Exhibits and Schedules. The exhibits and schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

Section 11.09 Binding Effect; Third Parties . This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person, other than the parties hereto and their successors and permitted assigns, any rights, obligations, remedies or liabilities.

Section 11.10 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.11 Submission to Jurisdiction . EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THE DEFENSE OF AN INCONVENIENT

FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER OR BY ANY OTHER MANNER IN ACCORDANCE WITH LAW; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

Section 11.12 Waiver of Jury Trial . EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Section 11.13 No Strict Construction . The parties agree that the language used in this Agreement is the language chosen by the parties to express their mutual intent and that no rule of strict construction is to be applied against either party. The parties and their respective counsel have reviewed and negotiated the terms of this Agreement.

Section 11.14 Costs and Expenses . Except as otherwise expressly set expressly in this Agreement, each party hereto shall be responsible for its own costs and expenses incurred in connection with the negotiation and execution of this Agreement and all documents relating thereto.

Section 11.15 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Any signature page to this Agreement containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

Section 11.16 Headings . The descriptive headings of the various sections of this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions thereof.

Section 11.17 No Remedy Exclusive . No remedy under this Agreement is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to any remedies given under this Agreement or existing at law or in equity. Notwithstanding the foregoing, neither Party shall be responsible under or resulting from this Agreement to the other, and whether for indemnity, general common law contract damages, or other damages, for any consequential, punitive, incidental, indirect, exemplary or special losses or damages, including lost profits, even when advised of the possibility of any of the foregoing damages; provided that such limitation will not be applicable to any such damages paid to a third party as a result of any third party claims subject to indemnification under Section 9.01 or 9.02 ; provided further that the Seller

will be obligated to pay Average Third Party Mark Payments required under, and as defined in, the Subservicing Agreement.

Section 11.18 Waiver . Any forbearance by a Party in exercising any right or remedy under this Agreement or otherwise afforded by applicable law shall not be a waiver or preclude the exercise of that or any other right or remedy.

Section 11.19 Confidentiality .

(a) Each Party acknowledges that it may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire Confidential Information that is proprietary to or confidential to the other Party, its Affiliates, their respective clients and investors or to third parties to whom the other Party owes a duty of confidentiality. The party providing Confidential Information in each case shall be called the “ Disclosing Party ” and the party receiving the Confidential Information shall be called the “ Recipient ”. With respect to all such Confidential Information, the Recipient shall (i) act in accordance and comply with all Applicable Requirements (including, without limitation, security and privacy laws with respect to its use of such Confidential Information), (ii) maintain, and shall require all third parties that receive Confidential Information from the Recipient as permitted hereunder to maintain, effective information security measures to protect Confidential Information from unauthorized disclosure or use, and (iii) provide the Disclosing Party with information regarding such security measures upon the reasonable request of the Disclosing Party and promptly provide the Disclosing Party with information regarding any failure of such security measures or any security breach. The Recipient shall hold the Disclosing Party’s Confidential Information in strict confidence, exercising no less care with respect to such Confidential Information than the level of care exercised with respect to the Recipient’s own similar Confidential Information and in no case less than a reasonable standard of care, and shall not copy, reproduce, summarize, quote, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or use such information for any purposes other than the provision of the services to the Disclosing Party without the prior written authorization of the Disclosing Party. In addition, the Recipient shall not use the Confidential Information to make any contact with any of the parties identified in the Confidential Information without the prior authorization of the Disclosing Party, except in the course of performing its obligations under the terms of this Agreement.

(b) The Recipient may disclose the Disclosing Party’s Confidential Information only (i) to its and its Affiliates’ officers, directors, attorneys, accountants, employees, agents and representatives and, with respect to the Purchaser only, rating agencies, consultants, bankers, financial advisors and potential financing sources (collectively, “ Representatives ”) who need to know such Confidential Information and who are subject to a duty of confidentiality (contractual or otherwise) with respect to such Confidential Information, (ii) to those Persons within the Recipient’s organization directly involved in the transactions hereunder, and who are bound by confidentiality terms substantially similar to the terms set forth herein, (iii) to the Recipient’s regulators and examiners, (iv) to defend itself in connection with a legal proceeding regarding the transactions hereunder and (v) as required by Applicable Requirements. The Recipient shall be

liable for any breach of its confidentiality obligations and the confidentiality obligations of its Representatives.

(c) The Parties shall not, without the other Party’s prior written authorization, publicize, disclose, or allow disclosure of any information about the other Party, its present or former partners, managing directors, directors, officers, employees, agents or clients, its or their business and financial affairs, personnel matters, operating procedures, organization responsibilities, marketing matters and policies or procedures, with any reporter, author, producer or similar Person or entity, or take any other action seeking to publicize or disclose any such information in any way likely to result in such information being made available to the general public in any form, including books, articles or writings of any other kind, as well as film, videotape, audiotape, or any other medium except as required by Applicable Requirements.

(d) The obligations under this Section 11.19 shall survive the termination of this Agreement.

(e) In addition to the foregoing, the parties agree that any information provided hereunder shall be subject to the terms of the Confidentiality Agreement, dated as of May 5, 2015 (the “ Confidentiality Agreement ”), by and between New Residential Investment Corp. and Seller; provided that if there exists any conflict between this Agreement and the terms of the Confidentiality Agreement, this Agreement shall control.

Section 11.20 Tax Treatment of Sales of Servicing Rights . The Parties agree that each sale of Servicing Rights pursuant to Article II of this Agreement shall be characterized as (i) a transfer of bare legal title (and not beneficial ownership) for tax purposes, and neither Party shall take any position on any tax return or tax filing or otherwise inconsistent therewith and (ii) an absolute transfer for all other purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not an absolute transfer, this Agreement constitutes a security agreement under applicable law, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Servicing Rights with respect to which the Transfer Date has occurred, and the related Custodial Funds and Servicing Files to secure the Seller’s obligations hereunder and under any agreement, document or instrument delivered in connection with this Agreement. The Seller authorizes and agrees to cooperate with the Purchaser, and the Purchaser may file, at the expense of the Purchaser, any financing statements (and continuation statements and amendments to such financing statements) reasonably acceptable to Seller with respect to the Servicing Rights, now existing and hereafter created, meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the rights and interests of the Purchaser in and to the Servicing Rights.

Section 11.21 Third Party Beneficiaries . Except for HLSS Holdings, LLC and each Person indicated in Sections 9.01 and 9.02 , this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein expressed or implied gives or may be construed to give to any Person, other than the Parties and such respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. The parties hereby designate HLSS Holdings, LLC as an express third-party beneficiary

of this Agreement having the right to enforce the terms herein. For the avoidance of doubt, except as set forth above, the Seller and the Purchaser acknowledge and agree that Mortgagors are not third party beneficiaries of this Agreement.

Section 11.22 Severability . The failure or unenforceability of any provision hereof shall not affect the other provisions of this Agreement. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 11.23 Reproduction of Documents . This Agreement and all documents relating hereto, including (a) consents, waivers and modifications which may hereafter be executed and (b) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 11.24 Limited Effect . Except as expressly set forth above or in the attachments hereto, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, claim, cause of action, power or remedy of any party hereto, whether arising before or after the date of this Agreement, or constitute a waiver of any provision of any other agreement.

Section 11.25 Ocwen Parent Guaranty .

(a) Ocwen Parent hereby absolutely and unconditionally guarantees to the Purchaser the prompt, full and proper performance of each and every obligation and duty of the Seller under this Agreement, including the Seller’s obligations under Article IX hereof.

(b) The guaranty described in this Section 11.25 is a guarantee of payment and performance, and not of collection. The Purchaser’s remedies are cumulative, such that the remedies recited in this Agreement with respect to this guaranty are in addition to, and not in lieu of, any remedies the Purchaser may otherwise have under this Agreement, at law, in equity, or otherwise.

(c) Ocwen Parent hereby represents, warrants, and (as applicable) covenants to the Purchaser as follows: (i) Ocwen Parent is duly organized, validly existing and in good standing under the laws of Delaware; (ii) the execution, delivery and performance by Ocwen Parent of this Agreement are within Ocwen Parent’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (A) Ocwen Parent’s charter or by-laws, as applicable, or (B) any law or any contractual or regulatory restriction binding upon or affecting Ocwen Parent; (iii) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by Ocwen Parent of this Agreement; and (iv) this Agreement is and will continue to be the legal, valid and

binding obligation of Ocwen Parent, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

Section 11.26 Purchaser Parent Guaranty .

(a) Purchaser Parent hereby absolutely and unconditionally guarantees to the Seller the prompt, full and proper performance of each and every obligation and duty of the Purchaser under this Agreement, including the Purchaser’s obligations under Article IX hereof.

(b) The guaranty described in this Section 11.26 is a guarantee of payment and performance, and not of collection. The Seller’s remedies are cumulative, such that the remedies recited in this Agreement with respect to this guaranty are in addition to, and not in lieu of, any remedies the Seller may otherwise have under this Agreement, at law, in equity, or otherwise.

(c) Purchaser Parent hereby represents, warrants, and (as applicable) covenants to the Seller as follows: (i) Purchaser Parent is duly organized, validly existing and in good standing under the laws of Delaware; (ii) the execution, delivery and performance by Purchaser Parent of this Agreement are within Purchaser Parent’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (A) Purchaser Parent’s charter or by-laws, as applicable, or (B) any law or any contractual or regulatory restriction binding upon or affecting Purchaser Parent; (iii) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by Purchaser Parent of this Agreement; and (iv) this Agreement is and will continue to be the legal, valid and binding obligation of Purchaser Parent, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

Section 11.27 No Offset . Neither party shall have any right to offset against any amount payable hereunder or other agreement to the other party, or otherwise reduce any amount payable hereunder as a result of, any amount owing by the other party or any of its Affiliates to such party or any of its Affiliates.

Section 11.28 Amendment; Waivers . No amendment or modification of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The failure of a party hereto at any time or times to require performance of any provision hereof or claim damages with respect thereto shall in no manner affect its right at a later time to enforce the same. All rights and remedies

existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 11.29 SBO Contracts . The Parties hereto acknowledge and agree that, upon the transfer of any Master Servicing Rights, on the related Transfer Date, Seller shall assign to Purchaser, and Purchaser shall assume, to the extent applicable, the obligations and rights of Seller under any applicable SBO Contract, solely to the extent such rights and obligations relate to the particular Master Servicing Rights that are assigned on such Transfer Date, provided that any amendments to such SBOs Contracts while Seller is still performing the master servicing function as subservicer on behalf of Purchaser for such SBO Contract shall be made in accordance with the terms of Exhibit R of the Subservicing Agreement.

[Signature page follows]

IN WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this Agreement to be duly executed in its name by one of its duly authorized officers on the date first set forth above.



New Residential Mortgage LLC,
as the Purchaser

By: New Residential Investment Corp., its
sole member


By:	/s/ Matthew Gabriel Hoffman-Johnson
	Name:	Matthew Gabriel Hoffman-Johnson
	Title:	Attorney-In-Fact, Agent and Authorized Signatory

Signature Page to Transfer Agreement

Solely for purposes of Articles I, X and XI:



New Residential Investment Corp.,
as Purchaser Parent


By:	/s/ Matthew Gabriel Hoffman-Johnson
	Name:	Matthew Gabriel Hoffman-Johnson
	Title:	Attorney-In-Fact, Agent and Authorized Signatory

Signature Page to Transfer Agreement



Ocwen Loan Servicing, LLC,
as the Seller


By:	/s/ John P Kim
	Name:	John P Kim
	Title:	Senior Vice President

Signature Page to Transfer Agreement

Solely for purposes of Articles I, X and XI:



Ocwen Financial Corporation,
as Ocwen Parent


By:	/s/ John V. Britti
	Name:	John V. Britti
	Title:	EVP

Signature Page to Transfer Agreement

Exhibit A

FORM OF ASSIGNMENT AGREEMENT FOR SERVICING RIGHTS

Dated [________], [___]

Subject to, and upon the terms and conditions of the Transfer Agreement, dated as of July 23, 2017 (the “ Agreement ”), by and among [_____________________], a [_____] limited liability company (the “ Seller ”) and NEW RESIDENTIAL MORTGAGE LLC, a Delaware limited liability company (the “ Purchaser ”), as may be amended, restated, or otherwise modified and in effect from time to time, the Seller hereby assigns, transfers and delivers to the Purchaser all of the Seller’s right, title and interest in and to (i) Servicing Rights, (ii) Custodial Funds and (iii) the Servicing Files, in each case, for each of the Mortgage Loans set forth in Annex A attached hereto and all proceeds thereof; provided , however , that the Purchaser neither purchases nor assumes any Excluded Obligation. The Seller and the Purchaser hereby agree that as of the applicable Transfer Date, the applicable Mortgage Loan shall be deemed to be a “Mortgage Loan” for all purposes of the Agreement.

All of the terms, covenants, conditions and obligations of the Agreement required to be complied with and performed by the Seller on or prior to the date hereof have been duly complied with and performed in all material respects. All conditions precedent set forth in Article VII and Article VIII of the Agreement with respect to such Transfer Date have been complied.

Capitalized terms used in this Assignment Agreement have the meanings given to such terms in, or incorporated by reference into, the Agreement.



	OCWEN LOAN SERVICING, LLC
	as the Seller


	By:
	Name:
	Title:



	NEW RESIDENTIAL MORTGAGE LLC
	as the Purchaser


	By:
	Name:
	Title:

A-1-1

Annex A

[ATTACH ANNEX A, WHICH MAY BE ON COMPUTER TAPE, COMPACT DISK, OR MICROFICHE, CONTAINING THE INFORMATION SET FORTH BELOW]

A-1-2

Exhibit B

Servicing Rights Classification



		Servicing Type


[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X

Ex. B



[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X

Ex. B



[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]		X
[***]	[***]			X
[***]	[***]			X
[***]	[***]		X
[***]	[***]			X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X

Ex. B



[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X

Ex. B



[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X

Ex. B



[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X

Ex. B



[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X

Ex. B



[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X

Ex. B



[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X

Ex. B



[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X

Ex. B



[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X

Ex. B



[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]	X	X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X

Ex. B



[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X

Ex. B



[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X

Ex. B



[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]			X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]			X
[***]	[***]			X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X

Ex. B



[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]	X	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]			X
[***]	[***]		X

Ex. B



[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]	X
[***]	[***]		X
[***]	[***]		X
[***]	[***]		X

Ex. B

Exhibit C

Homeward Servicing Rights



Inv #	Deal Name
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Ex. C



[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Ex. C



[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Ex. C

Exhibit 3.05

Wire Instructions

[***]

ABA: [***]

Account: [***]

Account Name: [***]

Ex. 3.05

Exhibit 6.11-A

Seller Information: Complaint Report

LOAN_NUM

CASE_PRMRY_BRWR_NM

CASE_RCVD_DT

CASE_CLOSED_DT

TAT

CASE_TYP

CASE_CNTC_METHOD

CASE_NUM

ISU_CAT

ISSUE_DESCRIPTION

DRILLDOWN

CASE_DET

RES_SUMMARY

STAGE1_RES

ASSIGNED_TO

In addition, the complaint report will include fields for:

Property State

Property Zip Code

Within 30 days of the Effective Date, (i) Seller will provide information as to the availability of data to report on the dates when Seller acknowledges Mortgagor complaints and (ii) will develop a summary report including: (1) aggregate number of complaints outstanding, (2) breakdown of all complaints by issue type, (3) number of new complaints each month and (4) number of complaints resolved each month.

Ex. 6.11-A

Exhibit 6.11-B

Seller Information: Litigation Report

DATA_ASOF_DATE

LOAN_NUM

LOAN_NUM_PRIOR

LOAN_NUM_INV

INV_CODE

INV_NAME

INV_DEAL_ID

PRIN_BALANCE

DELQ_STATUS

PROP_STATE

USERCDELIST

In addition, the complaint report will include fields for:

Property State

Property Zip Code

Type of Case (Foreclosure, Bankruptcy, etc.) (unless the report is separated by type)

Within 30 days of the Effective Date, Seller will provide information related to the ability to provide case comments, will work with Purchaser to agree to a process by which case comments will be provided and will develop a summary report including: (1) aggregate number of litigation matters outstanding, (2) breakdown of all complaints by issue type, (3) number of new complaints each month and (4) number litigation matters resolved each month and mutually agreed upon additional litigation fields reasonably requested by NRZ and based on discussions with Seller's internal litigation counsel.

Schedule 4.08A

Any litigation, claim, demand, proceeding or governmental investigation or other matter disclosed in the Regulatory and Contingencies Footnotes in the Amended 2016 Form 10-K or First Quarter 2017 Form 10-Q of Ocwen Financial Corporation filed with the Securities and Exchange Commission or in the information contained in the email from [***] to [***] on Sunday, July 23, 2017.

Schedule 4.08B

Any written notice to the Seller claiming or stating that the Seller has violated, breached or not complied with any Applicable Requirements in connection with the Servicing Rights, which claim remains unresolved, as disclosed in the Regulatory and Contingencies Footnotes in the Amended 2016 Form 10-K or First Quarter 2017 Form 10-Q of Ocwen Financial Corporation filed with the Securities and Exchange Commission or in the information contained in the email from [***] to [***] on Sunday, July 23, 2017.

Schedule 4.08B

Schedule 4.10

SELLER INFORMATION


1.	The information provided to Purchaser pursuant to Section 6.11 of this Agreement.


2.	List of investor codes that were reflected on Seller’s systems as allowing stop advance as of November 2, 2016.


3.	List of investor codes that were reflected on Seller’s systems as allowing recoupment of advances as of November 2, 2016.


4.	The following information provided by Seller to Purchaser (or its Affiliates):


a.	stop advance loan counts and balances as set forth in NRZ/Fortress - Monthly Stop Advance and Advance Recoup Trends Report delivered to Purchaser on June 20, 2017


b.	recoup amounts as set forth in NRZ/Fortress - Monthly Stop Advance and Advance Recoup Trends Report delivered to Purchaser on June 20, 2017


c.	recapture loan counts, balances and recapture rate as set forth in HLSS/NRZ - Refinanced Loans (April 1, 2015 - May 31, 2017) delivered to the Purchased on July 17, 2017

monthly loan tape for primary servicing, subservicing and master servicing for the prior 12-month period from June 2016 through and including June 2017, the below fields (for example, (i) the June 2017 data for primary servicing is set forth in NRZ/HLSS - Primary MSR Data Tape delivered to the Purchaser on July 11, 2017 and (ii) the April 2017 data for master servicing is set forth in HLSS/NRZ - Master MSR Data Tape - As_Of_Date 04/30/2017 delivered to the Purchaser on June 26, 2017):


i.	loan_number


ii.	as_of_dt


iii.	next_due_dt


iv.	end_bal


v.	dq_stat


vi.	maturity_dt


vii.	mod_dt


5.	Historical loss information with respect to losses incurred by Seller pursuant to certain Servicing Agreements as set forth in an email delivered by Seller to Purchaser on June 7, 2017.

Schedule 4.10


6.	Loan-level P&I Advance, Servicing Advance (Escrow and Corporate Advances, but excluding NBB advance balances) balances as of June 30, 2017 (P&I Advance balances representing a reasonable approximation of such balance at such time and not out-of-pocket advances funded by the Seller or Purchaser).


7.	Loan-level NBB advance balances as delivered by the Seller to the Purchaser on July 7, 2017.


8.	Loan-level deferred servicing fee information as of May 31, 2017, as delivered by the Seller to the Purchaser on July 5, 2017.


9.	All pre-onsite visit materials provided by Seller to Purchaser via the FirmX website but solely to the extent included in the “Ocwen – New Residential Mortgage Directory”.


10.	PowerPoint presentations delivered by Seller to Purchaser on June 20, 2017 in connection with Purchaser's onsite visit.

Schedule 4.10

Schedule 4.12.12

(1) The economics of certain call rights associated with the Servicing Rights were previously transferred to an affiliate of OLS, Ocwen Mortgage Asset Partners, L.P. (“OMAP”), a Cayman Islands exempted limited partnership, pursuant to certain participation arrangements. As a result, the sale to Purchaser of such call rights upon the applicable Transfer Date of the related Servicing Rights is to be effectuated by Seller acting as an accommodation party for OMAP, pursuant to various direction letters and validly executed corporate consents authorizing such sale.

(2) The Homeward Servicing Rights, as described in Section 1.03 of this Agreement; provided however that such representation and warranty is true and correct with respect to Homeward .

Schedule 4.12.12

Schedule 4.12.15

Selected Servicing Agreements with Incurred Losses



Inv #	Deal Name	Reference
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)

Schedule 4.12.15



[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)

Schedule 4.12.15



[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(A)
[***]	[***]	(B)
[***]	[***]	(B)
[***]	[***]	(B)
[***]	[***]	(B)
[***]	[***]	(B)
[***]	[***]	(B)
[***]	[***]	(C)
[***]	[***]	(C)
[***]	[***]	(C)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)

Schedule 4.12.15



[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(D)
[***]	[***]	(E)
[***]	[***]	(E)
[***]	[***]	(E)



References
(A)	contains FHA, VA or USDA insured Mortgage Loans
(B)	Subservicer has incurred legal expenses incured on behalf of the trust fund in connection with breaches of the seller (Option One), with such expenses not being reimbureable from general collections due to the relationship between the prior servicer and originator/seller (both Option One)
(C)	Subservicer has incurred losses related to non-recoverable advances (with such losses not based upon a failure of the servicer to comply with the Applicable Requirements)
(D)	Subservicer has been required to pay expenses and other indemnification payments incurred by the trustee in connection with its duties and be reimbursed from the trust, with servicer reimbursement or indemnification payable by the trust being subsequent to certain other distributions
(E)	contains FNMA or FHLMC loans

Schedule 4.12.15

Schedule 4.12.17

The tax service contracts related to 535,323 Mortgage Loans and the flood certification contracts related to 70,285 Mortgage Loans identified to Purchaser as of June 2017.

Schedule 4.12.17

Schedule 4.12.21

None.

Schedule 4.12.21

Annex A

Data Fields with respect to each Data Tape

[***]

Annex A-1

Annex B

MARCH DATA TAPE FIELDS

1. as_of_dt

2. closing_dt

3. prod_type

4. next_due_dt

5. sch_mnth_p

6. int_rate

7. sfee_rate

8. end_bal

9. dq_stat

10. maturity_dt

11. state

12. lien

13. curr_val

14. orig_val

15. tot_pmt

16. mod_dt

17. loan_term

18. PI_ADV_BAL

19. ESC_ADV_BAL

20. CORP_ADV_BAL

21. remit_type

22. purpose

23. index_id

24. margin

25. arm_first_reset

26. arm_rate_chg_dt

27. zip

28. orig_bal

29. rate_reset

Annex B-1

Exhibit 10.44

Execution Copy

SUBSERVICING AGREEMENT

NEW RESIDENTIAL MORTGAGE LLC
as the Owner/Servicer

and

OCWEN LOAN SERVICING, LLC
as the Subservicer

Dated: July 23, 2017

Mortgage Loans

TABLE OF CONTENTS



		Page

ARTICLE I
	DEFINITIONS	1

ARTICLE II
	AGREEMENTS OF THE SUBSERVICER	19

Section 2.1.	General.	19
Section 2.2.	Subservicer to Service in Compliance with Applicable Requirements.	21
Section 2.3.	Procedures, Owner/Servicer Change Requests and Servicing Cost Increase	26
Section 2.4.	Engagement of Contractors.	28
Section 2.5.	Establishment and Maintenance of Custodial and Escrow Accounts.	32
Section 2.6.	Other Services.	33
Section 2.7.	Service Level Agreements.	36
Section 2.8.	Accounting, Reporting and Remittances.	37
Section 2.9.	Delinquency Control.	40
Section 2.10.	REO Properties.	41
Section 2.11.	Books and Records; Access to Facilities.	43
Section 2.12.	Insurance.	47
Section 2.13.	Advances.	48
Section 2.14.	Solicitation.	51
Section 2.15.	HAMP.	52
Section 2.16.	Purchase Agreement Obligations.	52
Section 2.17.	Pending and Completed Loss Mitigation.	52
Section 2.18.	Disaster Recovery Plan.	53
Section 2.19.	Subservicer Performance Standards.	54
Section 2.20.	Sanction Lists; Suspicious Activity Reports.	55
Section 2.21.	Litigation Management.	55
Section 2.22.	Financial Covenants and Information; Covenant Compliance Reporting; [***].	56

ARTICLE III
	AGREEMENTS OF THE OWNER/SERVICER	56

Section 3.1.	Transfers to Subservicer.	56
Section 3.2.	Pay-off of Mortgage Loan; Release of Mortgage Loan Documents.	58
Section 3.3.	Notices.	59
Section 3.4.	Mortgagor Requests.	60
Section 3.5.	Power of Attorney.	60
Section 3.6.	Affiliated Transactions.	60

ARTICLE IV
	COMPENSATION	60

Section 4.1.	Subservicing Compensation.	60



Section 4.2.	Due Date of Payments; Penalties.	62
Section 4.3.	Resolution of Disputes and Monetary Errors.	62

ARTICLE V
	TERM AND TERMINATION	62

Section 5.1.	Term.	63
Section 5.2.	[Reserved].	65
Section 5.3.	Termination with Cause.	65
Section 5.4.	Reimbursement upon Expiration or Termination; Termination Assistance.	70
Section 5.5.	Accounting/Records.	75
Section 5.6.	Termination Right of the Subservicer.	75

ARTICLE VI
	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OWNER/SERVICER	76

Section 6.1.	Authority.	76
Section 6.2.	Consents.	77
Section 6.3.	Litigation.	77
Section 6.4.	Broker Fees.	77
Section 6.5.	Ownership.	77
Section 6.6.	Ability to Perform.	77
Section 6.7.	Accuracy of Information.	77

ARTICLE VII
	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSERVICER	77

Section 7.1.	Good Standing.	78
Section 7.2.	Authority.	78
Section 7.3.	Consents.	78
Section 7.4.	Litigation.	78
Section 7.5.	Accuracy of Information.	78
Section 7.6.	Broker Fees.	79
Section 7.7.	MERS.	79
Section 7.8.	Ability to Perform.	79
Section 7.9.	HAMP.	79
Section 7.10.	Eligibility under the Servicing Agreements.	79
Section 7.11.	Advances.	79
Section 7.12.	[***]	79

ARTICLE VIII
	INDEPENDENCE OF PARTIES; INDEMNIFICATION SURVIVAL	79

Section 8.1.	Independence of Parties.	79
Section 8.2.	Indemnification by the Subservicer.	80
Section 8.3.	Indemnification by the Owner/Servicer.	81
Section 8.4.	Indemnification Procedures.	82
Section 8.5.	Mitigation.	82

-ii-



Section 8.6.	Survival.	83
Section 8.7.	Limitation of Damages.	83
Section 8.8.	Owner/Servicer’s Direction	83

ARTICLE IX
	SECURITIZATION TRANSACTIONS	83

Section 9.1.	Removal of Mortgage Loans from Inclusion Under This Agreement Upon a Securitization Transaction on One or More Reconstitution Dates.	83

ARTICLE X
	MISCELLANEOUS	83

Section 10.1.	Assignment.	83
Section 10.2.	Prior Agreements.	84
Section 10.3.	Entire Agreement.	84
Section 10.4.	Invalidity.	84
Section 10.5.	Governing Law; Jurisdiction.	85
Section 10.6.	Waiver of Jury Trial.	85
Section 10.7.	Notices.	85
Section 10.8.	Amendment, Modification and Waiver.	87
Section 10.9.	Binding Effect.	87
Section 10.10.	Headings.	87
Section 10.11.	Force Majeure.	87
Section 10.12.	Confidentiality; Security.	88
Section 10.13.	Further Assurances.	89
Section 10.14.	Execution of Agreement.	90
Section 10.15.	Publicity.	90
Section 10.16.	Executory Contract.	90
Section 10.17.	Restrictions of Notices; Information and Disclosure.	90

-iii-

EXHIBITS



EXHIBIT A	Form of Acknowledgment Agreement
EXHIBIT B	MSR Portfolio Defense Addendum
EXHIBIT C-1	Termination Fee Schedule
EXHIBIT C-2	Termination Fee Calculation
EXHIBIT D	Exit Fee Percentage
EXHIBIT E-1	List of Servicing Reports
EXHIBIT E-2	Formatted Servicing Reports
EXHIBIT F	Service Level Agreements
EXHIBIT G	[***]
EXHIBIT H	Form of Monthly Financial Covenant Certification
EXHIBIT I-1	Critical Vendors
EXHIBIT I-2	Critical REO Disposition Vendors
EXHIBIT J	Performance Triggers
EXHIBIT K	Advance Policy
EXHIBIT L	MSRPA Schedule
EXHIBIT M	Form of Limited Power of Attorney
EXHIBIT N	Client Management Protocols
EXHIBIT O	Advance Facility Cooperation Costs
EXHIBIT P-1	Transfer Procedures (Primary Servicing)
EXHIBIT P-2	Transfer Procedures (Master Servicing)
EXHIBIT Q	Level of Disclosure Schedule
EXHIBIT R	Master Servicing Addendum
EXHIBIT S	Transfer Milestones

SCHEDULES



Schedule 1.1	Change of Control
Schedule 2.1(e)	Back-up Servicing Reports
Schedule 2.8(n)	Ramp-up Activities
Schedule 2.13(e)	Advance Dispute Resolution Mechanics
Schedule 7.11	Representations Regarding Advances
Schedule 8.1	Servicing Agreements with for convenience terminations

-iv-

SUBSERVICING AGREEMENT

THIS SUBSERVICING AGREEMENT (this “ Agreement ”), dated as of July 23, 2017, (the “ Effective Date ”), is by and between New Residential Mortgage LLC (the “ Owner/Servicer ”), having an office at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105, and Ocwen Loan Servicing, LLC (the “ Subservicer ”), having an office at 1661 Worthington Road, Suite 100, West Palm Beach, FL 33409.

RECITALS

WHEREAS, the Subservicer is engaged in the business of servicing and subservicing mortgage loans evidenced by notes and secured by deeds of trust, mortgages, trust deeds or like security instruments;

WHEREAS, the Owner/Servicer owns or will acquire from time to time the right to service the mortgage loans or pools of mortgage loans identified on a schedule attached (i) with respect to Servicing Rights not transferred under the Transfer Agreement, to the related Acknowledgment Agreement or other schedule or data file delivered and accepted by the Subservicer or (ii) to the applicable Assignment Agreement (as defined in Transfer Agreement) relating to the Servicing Rights transferred under the Transfer Agreement;

WHEREAS, the Subservicer has the capacity to subservice such mortgage loans for the Owner/Servicer;

WHEREAS, the Owner/Servicer desires that the Subservicer perform, as a subservicer, the Subservicing and the Subservicer is agreeable thereto;

WHEREAS, Ocwen Mortgage Servicing, Inc. (“ OMS ”), the parent corporation of Seller, (i) has reviewed, analyzed, and approved this transaction, (ii) has authorized and caused Seller to enter into this Agreement, and (iii) has not delegated any authority to any person outside the United States Virgin Islands to agree to terms on its behalf; and

WHEREAS, the Owner/Servicer and the Subservicer shall each execute this Agreement in the United States Virgin Islands.

NOW, THEREFORE, in consideration of the mutual recitals, promises and covenants set forth herein, and other good and valuable consideration herein receipted for, but not herein recited, the receipt of which is hereby acknowledged, the parties hereto agree and covenant as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings specified in this Article I :

Acknowledgment Agreement : The document substantially in the form attached hereto as Exhibit A , to be executed by the Owner/Servicer and the Subservicer prior to each Transfer Date with respect to Subservicing any Mortgage Loans identified on the schedule attached thereto pursuant to this Agreement.

Advance Policy : The policies and procedures set forth on Exhibit K that the Subservicer shall be required to follow in connection with making new P&I Advances and Servicing Advances after the Transfer Date and seeking recovery of P&I Advances and Servicing Advances, which policies and procedures may be modified by the Owner/Servicer pursuant to Section 2.3 hereof.

Affiliate : (i) With respect to Subservicer, Corporate Parent, OMS, Homeward Residential Holdings, Inc., Homeward Residential Inc. and the direct or indirect wholly-owned subsidiaries of Subservicer and the direct or indirect subsidiaries of Corporate Parent involved in forward mortgage servicing, forward mortgage lending or related ancillary services and (ii) with respect to Owner/Servicer, New Residential Investment Corp. and the direct or indirect wholly-owned subsidiaries of Owner/Servicer.

Agency : Each of Fannie Mae, Freddie Mac and Ginnie Mae, as applicable.

Agency Guidelines : The Fannie Mae Guide, Freddie Mac Guide or Ginnie Mae Guide, as applicable, as such Agency Guidelines may be modified from time to time or enacted subsequent to the date of this Agreement, and any other applicable agreements, rules, regulations, directives, announcements, bulletins and instructions of the applicable Agency relating to the servicing or subservicing of residential mortgage loans.

Agreement : This Agreement as the same may be amended from time to time by the Owner/Servicer and the Subservicer.

Ancillary Income : All income, fees and charges derived from the Mortgage Loans and REO Properties (other than (i) Servicing Compensation, (ii) any Float Benefit, (iii) any prepayment premiums attributable to the Mortgage Loans not payable to an Investor and (iv) any Downstream Ancillary Income), which the Subservicer is entitled to collect (for the Owner/Servicer) solely from third parties (and not from the Owner/Servicer) under Applicable Requirements and Section 4.1 , including but not limited to late fees, payoff fees, assumption fees, reinstatement fees, fees received with respect to checks on bank drafts returned by the related bank for insufficient funds, fees payable by third parties (in connection with HAMP, or other incentive fees associated with private label securities), loss mitigation fees, and similar types of fees arising from or in connection with any Mortgage Loan, in any case to the extent not exceeding or violating any applicable amounts or limitations under Applicable Requirements. In no event shall any Ancillary Income be paid from Owner/Servicer Economics, reimbursed Servicing Advances or reimbursed P&I Advances.

AP Modifications : As defined in Section 2.3.

Applicable Requirements : As to any Mortgage Loan as of the time of reference with respect to the applicable capacity of Owner/Servicer, whether as master servicer, primary servicer or subservicer, (i) all contractual obligations of the Subservicer or the Owner/Servicer as servicer with

-2-

respect to the Mortgage Loans and/or the Servicing Rights, including without limitation those contractual obligations contained in this Agreement, the Servicing Agreements, any agreement with any Insurer, Investor or other Person or in the Mortgage Loan Documents; (ii) all federal, state and local legal and regulatory requirements (including, without limitation, laws, statutes, rules, regulations and ordinances) applicable to the Subservicer, the Owner/Servicer, the Servicing Rights or the Subservicing thereof, including without limitation the Vendor Oversight Guidance, the applicable requirements and guidelines of any Investor or Insurer, the CFPB, or any other Governmental Authority; (iii) all other judicial and administrative judgments, orders, stipulations, directives, consent decrees, awards, writs and injunctions applicable to the Subservicer, the Owner/Servicer, the Servicing Rights or the Mortgage Loans, (iv) the terms of the related Mortgage Instruments and Mortgage Notes, (v) the applicable Governmental Entity Guidelines with respect to any Mortgage Loan solely to the extent necessary to maintain or collect on insurance or guaranty from FHA, VA or USDA.

Approved Party : As defined in Section 2.10 .

Approved Third-Party Appraisers : The following parties and any other residential mortgage servicing appraisal service provider provided agreed upon by Owner/Servicer and the Subservicer as an “Approved Third-Party Appraiser” for purposes of this Agreement: [***], or any successors thereto, unless either party hereto provides written notice to the other party of its disapproval of such successor.

Average Third Party Mark : In respect of any Servicing Rights, the average of two appraisals from two Approved Third-Party Appraisers engaged by the Owner/Servicer pursuant to Section 8.1 . If any particular appraisal is a range of values, then such appraisal shall be the mean of such range of values for purpose of this definition.

Average Third Party Mark Payment : As defined in Section 8.1 .

Bankruptcy Code : As defined in Section 10.16 .

BCP : As defined in Section 2.18 .

Business Day : Any day other than (a) a Saturday or Sunday, (b) a day on which banking institutions in the States of New York, California, Florida, Iowa or Texas or the Commonwealth of Pennsylvania are authorized or obligated by law or by executive order to be closed, (c) a day that is not a business day as provided in the applicable Servicing Agreement or (d) such other days as agreed upon by the parties in writing.

Calculation Date : The close of business on the last Business Day occurring in March, June, September and December of each calendar year, beginning in June 2017.

CFPB : The Consumer Financial Protection Bureau, an independent federal agency operating as part of the United States Federal Reserve System.

-3-

Change of Control : Unless otherwise consented to by Owner/Servicer (a decision on which shall not be unreasonably delayed) with respect to the Subservicer, shall mean (i) any transaction or event as a result of which the Corporate Parent ceases to own, directly or indirectly, more than 50% of the stock of Subservicer; (ii) the sale, transfer, or other disposition of all or substantially all of Subservicer’s assets (excluding any such action taken in connection with any securitization transaction or routine sales of mortgage loans); or (iii) the consummation of a merger or consolidation of Subservicer with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s equity outstanding immediately after such merger, consolidation or such other reorganization is owned by persons who were not equityholders of the Subservicer immediately prior to such merger, consolidation or other reorganization. Unless otherwise consented to by Owner/Servicer (a decision on which consent shall not be unreasonably delayed) with respect to the Corporate Parent, shall mean (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Effective Date) shall have obtained the power (whether or not exercised) to elect a majority of the board of directors (or equivalent governing body) of the Corporate Parent (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Effective Date) is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act as in effect on the Effective Date), directly or indirectly, of forty nine percent (49%) or more on a fully diluted basis of the voting interests in the Corporate Parent’s Equity Interests, or (iii) the current members of the Corporate Parent's board of directors as of the Effective Date (or equivalent governing body) shall cease to represent a majority of the directors of the Corporate Parent's board of directors (or equivalent governing body). Notwithstanding the foregoing, Owner/Servicer agrees that it will use its reasonable discretion in evaluating certain transactions as further identified on Schedule 1.1 .

Change Request : As defined in Section 2.3

Change Notice : As defined in Section 2.3

Charged-off Loans : Any Mortgage Loans that have been charged off in accordance with Applicable Requirements and Servicing Procedures.

Claim : Any claim, demand or litigation related to the Mortgage Loans, the Subservicing, the Servicing Rights or this Agreement.

Client Contract : A “Subservicing Agreement” as defined in the applicable Servicing Agreement (or other like terminology used to reference the agreement giving rise to the applicable SBO Servicer’s obligations to service the Mortgage Loans related to such Servicing Agreement).

Commission : The United States Securities and Exchange Commission.

Compensating Interest : Amounts required to be paid to the applicable Investor pursuant to the applicable Servicing Agreement for shortfalls in interest payments, if any, in connection with respect to principal prepayments or shortfalls (which shortfalls are not attributable to the failure of the Subservicer to service in accordance with Applicable Requirements), if any.

-4-

Compensatory Fees : Any compensatory fees, fines, penalties or other monies assessed by the Governmental Entity for failure to adhere to the applicable Governmental Entity Guidelines in servicing the Mortgage Loans, including without limitation applicable foreclosure, reporting and remitting timelines.

Confidential Information : Any and all information regarding the transactions contemplated by this Agreement, Consumer Information, the proprietary, confidential and non-public information or material relating to the business (including business practices) of the Disclosing Party (as defined in Section 10.12 ) (or the Disclosing Party’s clients and investors), information regarding the financial condition, operations and prospects of the Disclosing Party, and any other information that is disclosed to one party by or on behalf of the other party or any of their respective Affiliates or representatives, either directly or indirectly, in writing, orally or by drawings or by permitting inspection of documents or other tangible expression, whether exchanged before or after the date of this Agreement, and contained in any medium, which the Disclosing Party considers to be non-public, proprietary or confidential. Confidential Information includes (but is not limited to) all (a) information relating to the Owner/Servicer’s interest in the Servicing Rights or the amount, characteristics or performance of the Mortgage Loans or any economic or noneconomic terms of this Agreement, (b) information relating to research and development, discoveries, formulae, inventions, policies, guidelines, displays, specifications, drawings, codes, concepts, practices, improvements, processes, know-how, patents, copyrights, trademarks, trade names, trade secrets, and any application for any patent, copyright or trademark; and (c) descriptions, financial and statistical data, business plans, data, pricing, reports, business processes, recommendations, accounting information, identity of suppliers, business relationships, personnel information, technical specifications, computer hardware or software, information systems, customer lists, costs, product concepts and features, corporate assessments strategic plans, services, formation of investment strategies and policies, other plans, or proposals, and all information encompassed in the foregoing. Information relating to the Disclosing Party’s consultants, employees, clients, investors, customers, members, vendors, research and development, software, financial condition or marketing plans is also considered Confidential Information.

Consumer Information : Any personally identifiable information relating to a Mortgagor which is considered “nonpublic personal information” of “customers” and “consumers” as those terms are defined in the GLBA.

Corporate Parent : Ocwen Financial Corporation, or any successor thereto.

Critical REO Disposition Vendor : As defined in Section 2.10(b) .

Critical Report : The reports (other than the Owner/Servicer Regulatory Reports) identified as such on Exhibit E-1 attached hereto which the Subservicer is required hereunder to deliver to the Owner/Servicer, which report list shall be amended from time to time upon mutual agreement of the Subservicer and Owner/Servicer.

Critical Vendor : As defined in Section 2.4(a) .

-5-

Custodial Account : With respect to each Investor, the accounts created and maintained at a Qualified Depository designated by the Owner/Servicer in which Custodial Funds for the related Mortgage Loans are deposited and held in the name of the Owner/Servicer to the extent not prohibited by the applicable Servicing Agreement.

Custodial Funds : All funds held by or on behalf of the Subservicer with respect to the Mortgage Loans, including, but not limited to, all principal and interest funds and any other funds due Investors, buydown funds maintained by or on behalf of the Subservicer relating to the Mortgage Loans, exclusive of Escrow Payments.

Custodian : With respect to each Mortgage Loan, the document custodian designated by the Owner/Servicer (to the extent permitted in the applicable Servicing Agreement) or the applicable Investor to act as custodian of the Mortgage Loan Documents for such Mortgage Loan.

Default Firms : Shall have the meaning assigned to such term in Section 2.4 .

Delinquency or Delinquent : With respect to any Mortgage Loan, the Mortgage Loan that would be considered one month or more delinquent following the OTS Methodology.

Downstream Ancillary Income : Any and all income or fees referenced on the applicable HUD-1/closing disclosure relating to REO Disposition Services.

Depositor : The depositor, as such term is defined in Regulation AB, with respect to any securitization transaction.

Effective Date of Termination : With respect to the termination of Subservicer, (i) if terminated pursuant to Section 5.1(b) during the Initial Term, the day which is one hundred and eighty (180) days following the date on which the Owner/Servicer notified the Subservicer of its termination, (ii) if, after the Initial Term, not affirmatively renewed for an additional term pursuant to Section 5.1(b) , the last day of the then-current term and (iii) if terminated pursuant to Section 5.1(d) , or Section 5.3 , the date Owner/Servicer notifies Subservicer of its termination. With respect to a termination of Owner/Servicer, (i) if terminated pursuant to Section 5.1(c) the last Business Day of the term in which the Subservicer notified Owner/Servicer of its termination and (ii) if terminated pursuant to Section 5.6 , the date Subservicer notifies Owner/Servicer of its termination.

Equity Interests : With respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interest in (however designated) equity of such Person, including any common stock, preferred stock, any limited or general partnership interest and any limited liability company membership interest, as applicable; provided that , for the avoidance of doubt and without limitation, “Equity Interests” shall exclude the convertible notes and any other indebtedness convertible into or exchangeable for Equity Interests.

Escrow Account : With respect to each Investor, a time deposit or demand account (in the name of the Owner/Servicer to the extent not prohibited by the applicable Servicing Agreement) created and maintained at a financial institution designated by the Owner/Servicer for the deposit of Escrow Payments and related disbursements, as required by the applicable Servicing Agreement.

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Escrow Agent : The Bank of New York Mellon Trust Company or such other Person as mutually agreed upon by the Owner/Servicer and the Subservicer.

Escrow Agreement : That certain agreement among the Owner/Servicer, the Subservicer and the Escrow Agent, entered into prior to the applicable Successor Transfer Date.

Escrow Payments : The amounts required to be escrowed by the Mortgagor pursuant to any Mortgage Loan and held in Escrow Accounts pursuant to the Applicable Requirements (including interest accrued thereon for the benefit of the Mortgagors under the Mortgage Loans, if required by law or contract).

Exchange Act : The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exit Fee : An amount equal to the product of (A) the unpaid principal balance of the Mortgage Loans to be included in the related Resecuritized Transaction where the Subservicer is not being retained under the Resecuritization Transaction pursuant to Section 5.1(d) and (B) the applicable Exit Fee Percentage.

Exit Fee Percentage : The applicable basis points set for in Exhibit D associated as of the actual transfer date set forth in Exhibit D .

Fannie Mae : The Federal National Mortgage Association, or any successor thereto.

Fannie Mae Guide : The Fannie Mae Single Family Servicing Guide, as amended, supplemented or otherwise modified from time to time.

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

FHA : The Federal Housing Administration of the Department of Housing and Urban Development of the United States of America, or any successor.

FHA Regulations : Regulations promulgated by HUD under the National Housing Act, codified in Title 24 of the Code of Federal Regulations, and other HUD issuances relating to mortgage loans insured by the FHA.

Fidelity and Errors and Omissions Insurance : As defined in Section 2.12 .

Float Benefit : All benefit (including interest or earnings) related to the Escrow Accounts (net of amounts due to the related Mortgagors under applicable law) and the Custodial Accounts, as applicable, with respect to the Mortgage Loans.

Foreclosure Liquidation : The liquidation of a defaulted Mortgage Loan through foreclosure sale.

Formatted Servicer Report ; As defined in Section 2.8(c) .

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Freddie Mac : The Federal Home Loan Mortgage Corporation, or any successor thereto.

Freddie Mac Guide : The Freddie Mac Single Family Servicing Guide, as amended, supplemented or otherwise modified from time to time.

GAAP : Generally accepted accounting principles in effect from time to time in the United States of America.

Ginnie Mae : The Government National Mortgage Association, or any successor thereto.

Ginnie Mae Guide : The Ginnie Mae Mortgage Backed Securities (MBS) Guide, as amended, supplemented or otherwise modified from time to time.

GLBA : The Gramm-Leach-Bliley Act of 1999 as amended, modified, or supplemented from time to time, and any successor statute, and all rules and regulations issued or promulgated in connection therewith.

Governmental Authority : Any court, board, agency, State Agency, commission, office or other authority or quasi-governmental authority or self-regulatory organization of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

Governmental Entity : Each of FHA, USDA and VA, as applicable.

Governmental Entity Guidelines : The FHA Regulations, USDA Regulations, or VA Regulations, as applicable, as such Governmental Entity Guidelines may be modified from time to time or enacted subsequent to the date of this Agreement, and any other applicable agreements, rules, regulations, directives, announcements, bulletins and instructions of the applicable Governmental Entity relating to the servicing or subservicing of residential mortgage loans.

HAMP : The Home Affordable Modification Program implemented by the United States Department of Treasury pursuant to Section 101 and 109 of the Emergency Economic Stabilization Act of 2008, as the same may be amended or modified.

HLSS : HLSS Holdings, LLC.

HUD : The United States Department of Housing and Urban Development, or any successor thereto.

Initial Response : As defined in Section 2.3 .

Initial Response Backup : As defined in Section 2.3 .

Initial Response Notice : As defined in Section 2.3 .

In-process Loan Modification : A trial or permanent loan modification offered by the Subservicer or any prior servicer that was either accepted by the Mortgagor or for which the time

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for the Mortgagor to accept the offer has not expired and the offer has not been rejected. The term also means and includes (a) trial modifications in which the Subservicer or any prior servicer agreed to modify the payment terms of the Mortgage Loan unless the Subservicer or a prior servicer has clear written evidence that the Mortgagor has failed to perform under the trial loan modification terms and (b) modifications in which the Mortgagor completed making the trial payments, but the permanent modification was not input into the Subservicer or any prior servicer’s system.

Insurer : FHA, VA, USDA or any private mortgage insurer, pool insurer and any insurer or guarantor under any standard hazard insurance policy, any federal flood insurance policy, any title insurance policy, any earthquake insurance policy or other insurance policy, and any successor thereto, with respect to the Mortgage Loan or the Mortgaged Property.

Interim Servicing Agreement : The agreements entered into by the Subservicer, the Owner/Servicer, Affiliates thereof and/or certain other parties on the dates of related clean-up calls with respect to certain identified Mortgage Loans serviced hereunder which agreements shall be substantially similar to the following documents: [***].

Internal Cost Variance : As defined in Section 2.10 .

Investor : Any securitization trust, issuer or other owner of the Mortgage Loans for which the Owner/Servicer services such Mortgage Loans pursuant to a Servicing Agreement or, with respect to Mortgage Loans owned by the Owner/Servicer, the Owner/Servicer. For purposes of this Agreement, references to the Investor shall include a trustee, master servicer, securities administrator or other party acting on behalf of an Investor but shall not include any Agency.

[***]

Loss or Losses : Any and all losses, damages, deficiencies, Claims, liabilities, penalties, costs or expenses, including without limitation reasonable costs of investigation (solely to the extent such investigation is required to address a third party claim), attorneys’ fees and disbursements.

Loss Mitigation : With respect to any Mortgage Loan, any modified or proposed payment arrangement, proposed, trial or permanent loan modification, In-process Loan Modification, forbearance plan, short sale, deed-in-lieu agreement, HAMP and any other non-foreclosure home retention or non-retention option offered by the Subservicer or any prior servicer that is made available to the Mortgagor by or through the Subservicer or any prior servicer, including any application or request of a Mortgagor for any of the foregoing. For avoidance of doubt, this definition shall apply only to Mortgage Loans in loss mitigation or where a loss mitigation application is pending.

Master Agreement : The Master Agreement, dated as of July 23, 2017, among Subservicer, Owner/Servicer, HLSS and MSR-EBO.

Master Servicer : The “Master Servicer” as defined in the applicable Servicing Agreement (or other like terminology used to reference the entity that performs Master Servicing functions under such Servicing Agreement).

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Master Servicing : Subject to Applicable Requirements, the master servicing functions related to the Servicing Rights under the applicable Servicing Agreement, Client Contract and this Agreement, including, without limitation, the operational functions of receiving and reconciling funds from SBO Servicers, reconciling servicing activity with respect to servicing performed by SBO Servicers, calculating remittance amounts to certificateholders, sending remittances to the trustee for distributions to certificateholders, investor and tax reporting, bond administration, coordinating loan repurchases, overseeing of servicing of the SBO Servicers, approving SBO Servicers’ requests for non-delegated activities, and/or management and liquidation of REO Properties (including appraisals and brokerage services).

Master Servicing Addendum : As defined in Section 2.1(h) .

Material Adverse Change : With respect to any Person, any material adverse change in the business, condition (financial or otherwise), or operations, of such Person.

Material Adverse Effect : With respect to the Subservicer (a) a Material Adverse Change with respect to the Subservicer or any of its Affiliates taken as a whole; (b) a material impairment of the ability of the Subservicer to perform under this Agreement, or to avoid a Subservicer Termination Event; (c) a material adverse effect upon the legality, validity, binding effect or enforceability of this Agreement against the Subservicer; or (d) a material adverse effect upon the value or marketability of a material portion of the Servicing Rights related to the Mortgage Loans subserviced pursuant to this Agreement. With respect to the Servicing Rights related to the Mortgage Loans subserviced pursuant to this Agreement, a material adverse effect (a) upon the value or marketability of a material portion of the Servicing Rights or (b) on the ability of the Subservicer to realize the full benefits of the Servicing Rights. With respect to the Owner/Servicer (a) a Material Adverse Change with respect to the Owner/Servicer or any of its Affiliates taken as a whole; (b) a material impairment of the ability of the Owner/Servicer to perform under this Agreement, or to avoid any Owner/Servicer Termination Event under this Agreement (that cannot be timely cured, to the extent a cure period is applicable); (c) a material adverse effect upon the legality, validity, binding effect or enforceability of this Agreement against the Owner/Servicer; or (d) a material adverse effect upon the value or marketability of a material portion of the Servicing Rights related to the Mortgage Loans subserviced pursuant to this Agreement.

Material Debt Agreement : Any debt, repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds in the amount of twenty million dollars ($20,000,000) or more in the aggregate between a lender and the Subservicer, the Corporate Parent or any subsidiary or Affiliate of Subservicer (other than Automotive Capital Services, Inc. and Liberty Home Equity Solutions, Inc.).

Measurement Balance : As of any date of determination, the unpaid principal balance of the Measurement Loans.

Measurement Loans : The Prior Ocwen Serviced Loans and any Mortgage Loans subject to the Master Agreement other than the Mortgage Loans with respect to which (x) the Servicing Rights have been transferred to a third party pursuant to Section 9.3 of the Master Agreement or (y) the Rights to MSRs and Transferred Receivables Assets (as defined in the Master Agreement) have

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been transferred to Subservicer from an Affiliate of Owner/Servicer pursuant to the Purchase Option (as defined in the Master Agreement).

MERS : Mortgage Electronic Registration Systems, Inc., or any successor thereto.

[***]

Monthly Financial Covenant Certification : As defined in Section 2.22 .

Mortgage : The mortgage, deed of trust or other instrument creating a first or second lien on a Mortgaged Property securing a Note (or a first or second lien on (a) in the case of a cooperative, the related shares of stock in the cooperative securing the Note and (b) in the case of a ground rent, the leasehold interest securing the Note).

Mortgage Loan : Fixed or adjustable rate mortgage loans identified by the Owner/Servicer pursuant to Section 2.1 for which the Subservicer accepts subservicing from the Owner/Servicer from time to time for inclusion under the terms of this Agreement and any REO Property resulting from Mortgage Loans described in this definition.

Mortgage Loan Documents : With respect to each Mortgage Loan, (a) the original Mortgage Loan documents held by the Custodian, including the Note, and if applicable, cooperative mortgage loan related documents and (b) all documents required by the applicable Investor to be held by the Custodian under Applicable Requirements.

Mortgage Servicing File : With respect to each Mortgage Loan, all documents whether in hard copy, computer record, microfiche or any other format, evidencing and pertaining to a particular Mortgage Loan and relating to the processing, origination, servicing, collection, payment and foreclosure of such Mortgage Loan, necessary to service the Mortgage Loans in accordance with Applicable Requirements or required to be held by the servicers under Applicable Requirements, including without limitation the following documents with respect to each Mortgage Loan: (a) a schedule of all transactions credited or debited to the Mortgage Loan, including the Escrow Account and any suspense account; (b) copies of the Mortgage Loan Documents; (c) any notes created by the Subservicer (or any prior servicer) personnel reflecting communications with the Mortgagor about the Mortgage Loan; (d) any reports specific to the Mortgage Loan created by the Subservicer (or any prior servicer) in connection with the Subservicing of the Mortgage Loan; (e) copies of information or documents provided by Mortgagor to the Subservicer in connection with any error resolution or loss mitigation; and (f) any documents or records required to be maintained by the servicer under the applicable Servicing Agreement.

Mortgaged Property : The real property securing a Mortgage Loan, including all buildings and fixtures thereon.

Mortgagor : The mortgagor, grantor of security deeds, grantor of trust deeds and deeds of trust, and the grantor of any Mortgage.

MSR-EBO : HLSS MSR-EBO Acquisition LLC.

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MSRPA : As defined in Section 2.16(a) .

New Mortgage Loan : With respect to any existing Mortgage Loan subject to this Agreement, a new mortgage loan (i) which is originated when the related Mortgagor (A) refinances such existing Mortgage Loan with proceeds from such new mortgage loan which is secured by the same mortgaged property or (B) pays off in full such existing Mortgage Loan and obtains a new mortgage loan secured by a different mortgaged property and, in each case, such refinancing or new borrowing resulted from the solicitation efforts of the Subservicer or any brokers, correspondent lenders, agents or independent contractors that Subservicer engaged to solicit such refinancing or new borrowing on its behalf and (ii) for which the related Servicing Rights are transferred to the Owner/Servicer pursuant to Exhibit B .

Note : The original executed note evidencing the indebtedness of a Mortgage.

Off-shore Vendor : Any Vendor which is located outside the United States of America and/or the services provided by any Vendor are being performed outside the United States of America.

O/S Direction : As defined in Section 2.3.

OTS Methodology : A method of calculating delinquency of a Mortgage Loan based upon The Office of Thrift Supervision method, under which method a Mortgage Loan is considered delinquent if the payment has not been received by the Mortgage Loan’s next due date. For example, a Mortgage Loan with a due date of August 1, 2017, with no payment received by the close of business on September 1, 2017, would have been reported as delinquent on October 1, 2017.

Owner/Servicer Economics : The sum of the following, without duplication, (i) all Servicing Compensation payable to the Owner/Servicer as servicer of the Mortgage Loans under the applicable Servicing Agreement and/or received during the applicable Investor accounting cycle, (ii) all amounts payable to the Owner/Servicer as the Investor of any Mortgage Loans during the related collection period, (iii) all recoveries on the Mortgage Loans of Servicing Advances and P&I Advances previously funded or reimbursed by the Owner/Servicer to the Subservicer or the prior servicer, (iv) if positive, the excess of all penalties assessed pursuant to Section 2.7(d) minus all bonuses payable pursuant to Section 2.7(d) , and (v) all other outstanding amounts collected and payable to the Owner/Servicer under this Agreement (including Float Benefit pursuant to Section 2.8(h) ).

Owner/Servicer Expenses : “Out-of-pocket” costs to third parties incurred in accordance with Applicable Requirements by the Subservicer in servicing the Mortgage Loans and REO Properties that are not reimbursable by the related Mortgagor, by the related Investor or from Liquidation Proceeds in accordance with the applicable Mortgage Loan Documents and/or Servicing Agreement, as applicable, and that constitute the cost of (a) Mortgagor counseling fees payable to a third party, (b) any Mortgage Loan Assignment, recording, trustee, endorsement or release fee including recordation of powers of attorney and any MERS charges, which fees are not reimbursable to Subservicer by any other party, (c) solely with respect to any Mortgage Loan which is not a Prior Ocwen Serviced Loan, life of loan flood tracking contracts to the extent such Mortgage Loan did not have a life of loan flood tracking contract on the related Transfer Date, (d) solely with respect

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to any Mortgage Loan which is not a Prior Ocwen Serviced Loan, life of loan tax service contracts to the extent such Mortgage Loan did not have a life of loan tax service contract on the related Transfer Date, (e) solely with respect to any Mortgage Loan which is not a Prior Ocwen Serviced Loan, tax certifications performed to research past due tax amounts, (f) funds to repurchase Mortgage Loans from the applicable Investor to the extent the Subservicer obtained the prior written consent of the Owner/Servicer to repurchase such Mortgage Loan(s), (g) interest on escrow payable to Mortgagors in accordance with Section 2.2(a)(iv) , (h) LPMI premiums, (i) changing a Custodian at the direction of the Owner/Servicer, (j) Compensating Interest, (k) amounts payable by the Owner/Servicer in accordance with Section 2.3 of this Agreement (l) solely with respect to the applicable Mortgage Loans related to the Master Servicing Rights, the compensation of the applicable trustee to the extent the related Servicing Agreement requires that the Master Servicer is required to pay the trustee its compensation as calculated thereunder and (m) any other fees or amounts expressly agreed to be paid by the Owner/Servicer pursuant to this Agreement (other than indemnity payments to be made in accordance with Article VIII ).

Owner/Servicer Regulatory Report : The reports identified “Regulatory Reports” in the Formatted Servicing Reports attached hereto which the Subservicer is required hereunder to deliver to the Owner/Servicer, which report list shall be amended from time to time pursuant to Section 2.3 .

Owner/Servicer Termination Event : As defined in Section 5.6 .

P&I : Principal and interest.

P&I Advance : Principal and interest, if any, advanced to an Investor related to a Mortgage Loan, required to be made under the applicable Servicing Agreement.

Performance Triggers : Any of the events set forth on Exhibit J , as may be modified by mutual agreement of the parties from to time, including upon the addition of additional Mortgage Loans as reflected in an Acknowledgment Agreement, or through other written agreement of the parties.

Person : Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, limited partnership, government or any agency or political subdivision thereof or any similar entity.

PMI : Private mortgage insurance.

PMI Companies : The insurance companies that have issued PMI policies insuring any of the Mortgage Loans.

Prime Rate : The prime rate announced to be in effect from time to time, as published as the average rate in The Wall Street Journal (Northeast edition) .

Prior Ocwen Serviced Loans : As defined in Section 2.1(d) .

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Qualified Depository : A depository (a) the accounts of which are insured by the Federal Deposit Insurance Corporation, or any successor thereto and (b) that is compliant with Applicable Requirements.

Rating Agencies : Standard & Poor’s Financial Services LLC, Moody’s Corporation, Fitch Ratings, Inc., DBRS, Inc., Kroll Bond Rating Agency, Inc. and, if specified in any related Securitization Transaction, any other nationally recognized statistical rating organization or their respective successors, or any successor in interest thereto.

Reconciliation Report : As defined in Section 4.1 .

Reconstitution Date : The date(s) on which any or all of the Mortgage Loans serviced under this Agreement (or the related Servicing Rights) shall be removed from this Agreement and reconstituted as part of a Securitization Transaction pursuant to Section 9.1 .

Regulation AB : Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in (a) the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,631 (Jan. 7, 2005)), (b) the adopting release (Asset-Backed Securities, Securities Act Release Nos. 33-9638 and 34-72982, 79 Fed. Reg. 57,183, 57,346 (September 24, 2014)) or (c) by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

REMIC : A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

REMIC Provisions : Provisions of the federal income tax law relating to REMICs, which appear in Sections 860A through 860G of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions, and regulations, rulings, or pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.

Remittance Date : The monthly remittance date as set forth in the related Servicing Agreement.

REO Disposition Services : The services provided by a vendor or services which such vendor controls, which shall include, without limitation, valuation services, property preservation and inspection, trustee services, insurance, title services, management services, liquidation services (REO sales, short sales), due diligence services, mortgage charge off collection, mortgage fulfillment and underwriting services unless otherwise agreed to by the parties, but shall exclude umbrella insurance on REO Properties.

REO Property : A Mortgaged Property acquired on behalf of an Investor by foreclosure or other similar process.

Reporting Date : With respect to each report listed in Exhibit E-1 , the date specified therein.

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Representatives : With respect to the Owner/Servicer, its employees, managers, advisors, agents, contractors, counsel, auditors and other representatives of the Owner/Servicer.

SBO Servicer : A “Servicer” or “Subservicer” as defined in the applicable Servicing Agreement for servicing and administration (or other like terminology used to reference the entity that is overseen by the Master Servicer under such Servicing Agreement), which may be the Subservicer.

Securitization Servicing Agreement : The agreement entered into by the Subservicer, the Owner/Servicer and certain other parties on the Reconstitution Date or Reconstitution Dates with respect to certain identified Mortgage Loans serviced hereunder in connection with a Securitization Transaction, which agreement shall be substantially similar to [***] (including, but not limited to, with respect to the compensation of the Subservicer and the payment of a portion of the servicing fee arising under such Securitization Servicing Agreement to Owner/Servicer or its Affiliate pursuant to the [***]), or such other securitization servicing agreement as the Owner/Servicer and Subservicer may mutually agree upon.

Securitization Transaction : Any transaction involving either (a) a sale or other transfer of certain identified Mortgage Loans directly or indirectly by New Residential Investment Corp. or its Affiliates to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (b) an issuance of publicly offered or privately placed, rated or unrated securities (directly or indirectly by New Residential Investment Corp. or its Affiliates), the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

Service Level Agreements or SLAs : As defined in Section 2.7(a) of this Agreement.

Servicer Transfer Data : The computer records provided by the prior servicer to the Subservicer reflecting the status of payments, balances and other pertinent information with respect to the Mortgage Loans necessary to subservice the Mortgage Loans in accordance with Applicable Requirements.

Servicing Advance : All customary, reasonable and necessary actual “out of pocket” costs and expenses incurred by the Subservicer in accordance with the Applicable Requirements and the Advance Policy, and after the Transfer Date, subject to the terms of this Agreement, excluding any P&I Advance or indemnification amounts payable by the Subservicer pursuant to this Agreement.

Servicing Agreement : With respect to each Mortgage Loan, the related servicing agreement, pooling and servicing agreement, subservicing agreement or similar agreement pursuant to which the Owner/Servicer is a party as the servicer (including master, special, primary or subservicer) thereunder as of the related Transfer Date, addressing the Servicing Rights and servicing obligations with respect to such Mortgage Loan, which servicing agreement shall be identified (i) on a schedule attached to the related Acknowledgment Agreement or (ii) on a schedule attached to the related Assignment Agreement (as defined in the Transfer Agreement). Servicing Agreements shall also include other agreements under which the Owner/Servicer has been assigned rights and/or has

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assumed obligations with respect to its role as servicer (including master, special, primary or subservicer) of the related Mortgage Loans.

Servicing Compensation : The aggregate amount payable to the Owner/Servicer under the applicable Servicing Agreement (including any deferred servicing fees and Downstream Ancillary Income) related to a Mortgage Loan as consideration for servicing such loan, expressed as a percentage of the unpaid principal balance thereof or a dollar amount per Mortgage Loan and excluding Ancillary Income. In addition, solely with respect to the applicable Mortgage Loans related to the Master Servicing Rights, any net gain from REO Properties resulting from liquidation proceeds exceeding the amount due to certificateholders or the applicable Investor after reimbursement of all expenses to the related SBO Servicer.

Servicing Criteria : The “servicing criteria” used and identified in the Subservicer's 2016 Regulation AB reporting as the same may be modified from time to time to comply with any amendments, modifications, supplements or interpretations that relate to Item 1122(d) of Regulation AB.

Servicing Procedures : The Subservicer’s internal written procedures applicable to the servicing and subservicing of mortgage loans similar to the Mortgage Loans, including but not limited to delinquency and loss mitigation efforts (i.e., modification, short sales, deed-in-lieu, cash for keys, etc.), as such procedures may be modified from time to time in accordance with Section 2.3 .

Servicing Rights : Subject to any applicable Servicing Agreement, with respect to a Mortgage Loan, solely to the extent applicable to the relevant capacity of Owner/Servicer, whether as master servicer, primary servicer or subservicer, collectively, (i) the rights and obligations to service, administer, collect payments for the reduction of principal and application of interest thereon, collect payments on account of taxes and insurance, pay taxes and insurance, remit collected payments, provide foreclosure services, provide full escrow administration, (ii) any other obligations required by any Investor in connection with such Mortgage Loan pursuant to the applicable Servicing Agreement, (iii) the right to possess any and all documents, files, records, Mortgage Servicing File, servicing documents, servicing records, data tapes, computer records, or other information pertaining to such Mortgage Loan or pertaining to the past, present or prospective servicing of such Mortgage Loan, (iv) the right to receive the Servicing Compensation and any Ancillary Income arising from or connected to such Mortgage Loan and the benefits derived from and obligations related to any accounts arising from or connected to such Mortgage Loan, (v) the rights of the servicer, if any, to exercise option redemption, optional termination or clean-up call rights under the applicable Servicing Agreement, (vi) any other rights of the servicer set forth in the applicable Servicing Agreement and (vii) all rights, powers and privileges incident to any of the foregoing, subject, in each case, to any rights, powers and prerogatives retained or reserved by the Investors.

Servicing Transfer Costs : All reasonable out-of-pocket costs and expenses incurred in connection with the transfer of the servicing of the Mortgage Loans, including, without limitation, any reasonable costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the transferee subservicer to correct any errors or insufficiencies in the servicing data or otherwise enable the

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transferee servicer or subservicer to service the Mortgage Loans properly and effectively, all costs and expenses incurred in connection with the transfer and delivery of the Mortgage Loans, if applicable, including costs and expenses incurred to transfer existing imaged copies (with existing indexing) of all documents related to the Mortgage Loans, recording fees, fees for the preparation, delivery, tracking and recording of assignments of Mortgages or any MERS transfer related costs related to a transfer of servicing and all costs associated with the transfer of (or, if not transferable to a successor servicer or subservicer, the purchase of) life of loan tax service and flood certification contracts. For the avoidance of doubt, “Servicing Transfer Costs” shall not include any boarding or deboarding fees.

SP Modifications : As defined in Section 2.3.

State Agency : Any state or local agency with authority to (i) regulate the business of the Owner/Servicer or the Subservicer or the Corporate Parent, including without limitation any state or local agency with authority to determine the investment or servicing requirements with regard to mortgage loans originated, purchased or serviced by the Owner/Servicer or the Subservicer or the Corporate Parent, or (ii) originate, purchase or service mortgage loans, or otherwise promote mortgage lending, including without limitation state and local housing finance authorities.

Step-up Fee: With respect to each day between the Effective Date of Termination and the Successor Transfer Date described in Section 5.4(d)(i)(A) or 5.4(d)(ii)(A), [***] basis points ([***]), and, with respect to each day between the Effective Date of Termination and the Successor Transfer Date described in Section 5.4(d)(i)(B) or 5.4(d)(ii)(B), [***] basis points ([***]).

Subservicer Economics : With respect to any calendar month, an amount equal to the sum of (A) if positive, the excess of all bonuses payable pursuant to Section 2.7(d) over all penalties assessed pursuant to Section 2.7(d) and (B) an amount equal to (x) the product of (i) either (A) [***] or (B) if the conditions set forth in Section 5.4(d) have occurred, the applicable Step-up Fee, and (ii) the total unpaid principal balance of the Mortgage Loans as of the first Business Day of such calendar month that were subserviced by the Subservicer during such calendar month, excluding those Mortgage Loans which the Subservicer is solely performing Master Servicing functions in this Agreement divided by (y) twelve (12) and (C) with respect to those Mortgage Loans the Subservicer is performing Master Servicing functions in this Agreement (which may be in addition to amounts described in clause (B) ), an amount equal to (x) the product of (i) [***] and (ii) the total scheduled unpaid principal balance of such Mortgage Loans (which the Subservicer is performing Master Servicing functions in this Agreement) as of the first Business Day of such calendar month divided by (y) twelve (12); provided, however, in all cases, the Subservicer shall only be entitled to a pro rata portion of such fees for Mortgage Loans boarded or deboarded during the related month.

Subservicer Termination Event : As defined in Section 5.3(a) .

Subservicing : Subject to Applicable Requirements, the servicing functions for the Mortgage Loans under the applicable Servicing Agreement and this Agreement, including, without limitation, the usual servicing operational functions of providing customer statements, accepting and applying customer payments, calculating, holding and applying escrowed amounts, providing customer service, collecting defaulted accounts, performing loss mitigation and any other obligations of the

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Owner/Servicer under the applicable Servicing Agreements and performing portfolio defense services in accordance with the provisions contained in Exhibit B.

Substitute Vendor : Any Person having all applicable qualifications, licenses and/or requisite approvals to provide similar services under this Agreement which a Vendor is currently performing and, in connection with Subservicer’s obligation to reasonably cooperate with a Substitute Vendor that “is reasonably acceptable to Subservicer”, the parties hereby agree that it would be “reasonably acceptable” if the Substitute Vendor has been approved, consistent with process set forth in Section 2.3(f) .

Successor Transfer Date : As defined in Section 5.4(a) .

Superior Lien : With respect to any second lien Mortgage Loan, any other mortgage loan relating to the corresponding Mortgaged Property which creates a lien on the Mortgaged Property which is senior to the lien securing the Mortgage Loan.

Termination Fee : The fee payable by the Owner/Servicer to the Subservicer as provided in Section 5.4(a ) and ( b ) which fee, if any, shall equal the applicable amount set forth in Exhibit C-1 and calculated in accordance with Exhibit C-2 , shall not be refundable under any circumstances, and shall not be subject to reduction by way of setoff, recoupment, defense, counterclaim, or otherwise.

Termination Party : With respect to any Servicing Agreement, a trustee, master servicer, or any other third party that is not an Affiliate of Owner/Servicer (or induced by Owner/Servicer or any of its Affiliates) with, in each case, the contractual right under such Servicing Agreement to terminate the servicer or subservicer thereunder, or to direct another party to terminate the servicer or subservicer, upon a servicer default, which, in the case of securityholders, means having current and actual ownership of a sufficient percentage of securities to exercise such right.

T&I : Taxes and insurance.

Transfer Agreement : That certain Transfer Agreement dated as of July 23, 2017, among Subservicer, Owner/Servicer, Corporate Parent and New Residential Investment Corp.

Transfer Date : With respect to any particular Mortgage Loan, the date on which Subservicing of the Mortgage Loan is transferred to the Subservicer and the Subservicer commences Subservicing such Mortgage Loan pursuant to this Agreement, which date shall be (i) the date of the applicable Assignment Agreement (as defined in the Transfer Agreement) or (ii) the date set forth on the related Acknowledgment Agreement, if any, or otherwise the date on which the servicing of such Mortgage Loan is boarded on the Subservicer’s servicing system following the identification of such Mortgage Loan pursuant to Section 2.1 .

Transfer Procedures : With respect to each Mortgage Loan, the procedures with respect to the transfer of subservicing of such Mortgage Loan to or from the Subservicer as mutually agreed to by the parties and set forth in Exhibit P-1 or Exhibit P-2 hereto, as applicable, as may be amended from time to time as mutually agreed by the parties hereto.

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USDA : The United States Department of Agriculture or any successor thereto.

USDA Regulations : The regulations promulgated by the USDA and other USDA issuances relating to mortgage loans guaranteed by the USDA.

VA : The United States Department of Veterans Affairs or any successor thereto.

VA Regulations : The regulations promulgated by the VA pursuant to the Serviceman’s Readjustment Act, as amended, codified in Title 38 of the Code of Federal Regulations, and other VA issuances relating to mortgage loans guaranteed by the VA.

Vendor : Any third-party contractor, vendor and/or service provider engaged by the Subservicer and involved in providing services with respect to any Mortgage Loans or Subservicing in accordance with and subject to the terms of this Agreement.

Vendor Oversight Guidance : All applicable requirements and guidelines related to the oversight of third-party contractors, vendors and/or service providers as set forth in Applicable Requirements. For the avoidance of doubt, Vendor Oversight Guidelines includes, but is not limited to, guidance issued by Governmental Authorities from time to time, including but not limited to the following Governmental Authorities: (i) the CFPB (including but not limited to CFPB Bulletin 2016-03), (ii) the Board of Governors of the Federal Reserve System (including but not limited to the “Guidance on Managing Outsourcing Risk” dated December 5, 2013), (iii) the FDIC (including but not limited to FIL-44-2008 (“Guidance for Managing Third-Party Risk”)) and (iv) the Office of the Comptroller of the Currency (the “OCC”), including but not limited to OCC Bulletin 2013-29 (“Risk Management Guidance”).

ARTICLE II

AGREEMENTS OF THE SUBSERVICER

Section 2.1. General.

(a) The Subservicer hereby agrees to subservice the Mortgage Loans on behalf of the Owner/Servicer pursuant and subject to the terms of this Agreement. Throughout the term of this Agreement, the Subservicer shall (i) maintain and satisfy all applicable eligibility and other requirements as subservicer to the Owner/Servicer to act as servicer (including master, special, primary or subservicer) under the applicable Servicing Agreements, (ii) maintain any required qualifications, licenses or approvals to do business, to service mortgage loans, or to otherwise collect debts or perform any activities relating to mortgage loans in any jurisdiction where the Mortgaged Properties are located, to the extent required under Applicable Requirements and (iii) preserve and maintain its legal existence. In conjunction with the process set forth in the Transfer Agreement, upon compliance with the terms thereunder (including the execution of the applicable Assignment Agreement (as defined therein), the Servicing Rights related to the Mortgage Loans transferred thereunder shall automatically be deemed to be subject to the terms of this Agreement. In addition to the foregoing, in conjunction with the process set forth in Section 2.16(a) regarding the Subservicer’s approval of additional Mortgage Loans through acceptance of an MSRPA,

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and Section 3.1 regarding the transfers to the Subservicer, at least sixty (60) days (or such shorter period as agreed by the parties) prior to each Transfer Date, the Owner/Servicer shall deliver by electronic transmission to the Subservicer a data tape identifying the Mortgage Loans to be included under this Agreement on such Transfer Date. Upon execution of an Acknowledgment Agreement, such Mortgage Loans acquired through an MSRPA shall thereby be deemed to be subject to the terms of this Agreement unless removed by the Owner/Servicer prior to the Transfer Date. Such Acknowledgment Agreement shall identify the Mortgage Loans to be made subject to this Agreement on such Transfer Date and may further set forth any additional business terms mutually agreed upon by the parties with respect to such Mortgage Loans. For the avoidance of doubt, notwithstanding any provision in this Agreement to the contrary, the Owner/Servicer shall continue to own the Servicing Rights following the related Transfer Date.

(b) With respect to non-Prior Ocwen Serviced Loans, the Subservicer shall cooperate with the Owner/Servicer in connection with obtaining any necessary consents or approvals required for the Subservicer to act as subservicer under the applicable Servicing Agreements, including responding to requests for information regarding the Subservicer by or on behalf of the related Investor and other third parties.

(d) Notwithstanding any provision in this Agreement to the contrary, the parties acknowledge that one or more portfolios of Mortgage Loans that become subject to this Agreement are or may be serviced or subserviced by the Subservicer immediately preceding the Transfer Date (each, a “ Prior Ocwen Serviced Loan ”) and that no physical transfer of servicing shall be required with respect to such Prior Ocwen Serviced Loan except as may be necessary to reflect the Owner/Servicer’s ownership of the Servicing Rights and any related requirements under Applicable Requirements. For such Prior Ocwen Serviced Loans, the parties’ respective obligations and liabilities with respect to the Prior Ocwen Serviced Loans relating to matters occurring during the period of time prior to the applicable Transfer Date shall be as set forth in the Transfer Agreement.

(e) Upon the Owner/Servicer’s request, the Subservicer shall reasonably cooperate with the Owner/Servicer and any backup servicer designated by the Owner/Servicer, including, but not limited to, working and coordinating with such backup servicer’s personnel to provide applicable mapping system fields, data checks, conversion routines and such other assistance to enable such backup servicer to receive readable data from the Subservicer on a periodic basis. On a monthly basis, at no additional charge (unless requested more frequently than monthly), Subservicer shall provide to Owner/Servicer and to any backup servicer designated by the Owner/Servicer the information, in readable form, set forth in Schedule 2.1(e) with respect to the Mortgage Loans subserviced hereunder. In addition, the Subservicer shall provide information and data regarding the Mortgage Loans and Servicing Rights to the designated backup servicer as required by such backup servicer, including but not limited to contacts for Vendors and Default Firms performing services on the Mortgage Loans, images of Mortgage Servicing Files in Subservicer’s possession or

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control, and reports identifying the party in possession of the Mortgage Loan Documents from the Custodian. Except with respect to the monthly data transmission described above, the Owner/Servicer shall reimburse the Subservicer for its out-of-pocket costs and expenses or its internally allocated costs and expenses, as applicable, incurred by the Subservicer in connection with its cooperation with such backup servicer in accordance with the process set forth in Section 2.3(d) of this Agreement. The Subservicer’s obligation to provide any information to a back-up servicer shall only arise following the backup servicer and Subservicer entering into a customary, mutually agreeable non-disclosure agreement which will limit such back-up servicer’s use of information provided by or on behalf of Subservicer to the purpose of providing such back-up services.

(f) The Subservicer shall provide portfolio defense services relating to the Mortgage Loans as set forth on Exhibit B attached hereto, as may be amended from time to time upon mutual agreement of the parties pursuant to Section 2.3.

(g) For any New Mortgage Loans, the Subservicer shall subservice each such New Mortgage Loan pursuant to a mutually agreeable subservicing agreement substantially similar to this Agreement in form and substance (other than the subservicing fee arrangements which shall be modified to reflect a market standard subservicing fee for agency mortgage servicing rights) and the Subservicer shall be obligated therein to indemnify and hold the Owner/Servicer harmless for any and all actions, errors or omissions in the servicing, solicitation and/or origination of any New Mortgage Loan and/or compliance with the applicable Governmental Entity Guidelines or Agency Guidelines by the Subservicer with respect to such New Mortgage Loans including, but not limited to, Agency-related Compensatory Fees and unrecovered servicing advances and principal and interest advances related thereto.

(h) Notwithstanding anything set forth in this Agreement to the contrary, with respect to the Servicing Rights for which Owner/Servicer is acting as Master Servicer, the Subservicer shall not have the obligations specifically excluded under the addendum set forth in Exhibit R (the “ Master Servicing Addendum ”) attached hereto; provided that such exclusions shall only apply to the Subservicer's performance of the Master Servicer's obligations of the Subservicer and not to any primary or subservicing obligations relating to the same Mortgage Loans with respect to the Subservicer acting as SBO Servicer.

Section 2.2. Subservicer to Service in Compliance with Applicable Requirements.

(a) The Subservicer, as an independent contractor, shall service and administer each Mortgage Loan and REO Property in compliance with all Applicable Requirements and, subject to the terms and provisions of this Agreement, the Subservicer shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Subservicer may deem necessary or desirable in connection with the performance of its obligations under this Agreement. Subject to the terms of this Agreement, the Owner/Servicer shall not itself attempt to perform the duties and activities of the Subservicer hereunder, and Owner/Servicer shall refer to Subservicer any Mortgagor

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inquiries or correspondence, payments or payoff funds, or similar matters within the Subservicer’s responsibilities hereunder that Owner/Servicer may receive; provided that Subservicer and Owner/Servicer have had prior discussion related to such failure to perform and so long as Owner/Servicer has given Subservicer one (1) Business Day prior written notice of its intent to so perform, the Owner/Servicer may perform any non-borrower facing activity required under a Servicing Agreement that the Subservicer fails to perform in accordance with such applicable Servicing Agreement which would reasonably be expected to result in a material Loss to Owner/Servicer, including but not limited to an event of default or other termination event under the applicable Servicing Agreement. Where Applicable Requirements appear to be in conflict, the Subservicer shall notify the Owner/Servicer of such conflict, and the parties shall address such conflict in accordance with the procedures set forth in Section 2.3(c) . Until the principal and interest of each Mortgage Loan is paid in full, unless this Agreement is sooner terminated pursuant to the terms hereof, and subject to this Section 2.2(a) , the Subservicer shall:

(i) Collect, accept and apply payments of Custodial Funds and Escrow Payments only in accordance with the Mortgage Loan and Applicable Requirements. Deficiencies or excesses in payments shall be accepted and applied, or accepted and not applied, or rejected in a manner consistent with the Subservicer’s payment hierarchy and payment application rules and in accordance with Applicable Requirements;

(ii) Maintain permanent mortgage account records capable of producing, in chronological order: the date, amount, distribution, installment due date, or other transactions affecting the amounts due from or to the Mortgagor and indicating the latest outstanding balances of principal, escrow accounts, advances, and unapplied payments;

(iii) Make interest rate adjustments in compliance with Applicable Requirements and the Mortgage Loan Documents to reflect the movements of the applicable Mortgage Loan rate index. The Subservicer shall deliver to the Mortgagors all appropriate notices required by Applicable Requirements and the applicable Mortgage Loan Documents regarding such interest rate adjustments including, without limitation, timely notification to the Investor if required of (i) the applicable date and information regarding such interest rate adjustment, (ii) the methods of implementation of such interest rate adjustments, (iii) new schedules of Investor’s share of collections of principal and interest, and (iv) all prepayments of any Mortgage Loan hereunder by Mortgagor. The Subservicer shall be responsible for any liabilities under the applicable Servicing Agreement resulting from the failure to properly and timely make interest rate adjustments on the related Mortgage Loans;

(iv) Pay interest on Escrow Accounts if any Applicable Requirement requires the payment of interest on such amounts. Such interest amounts paid by the Subservicer shall be reimbursed by the Owner/Servicer and included as part of the Subservicer Economics payable to the Subservicer. As applicable, the

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Subservicer will determine the amount of Escrow Payments to be made by Mortgagors and will furnish to each Mortgagor, at least once a year, an analysis of each Mortgagor’s Escrow Account in accordance with Applicable Requirements;

(v) Maintain accurate records reflecting the status of taxes, ground rents, and other recurring similar charges generally accepted by the mortgage servicing industry, which would become a lien on the Mortgaged Property. For all Mortgage Loans providing for the payment to and collection by the Subservicer of Escrow Payments for taxes, ground rents, or such other recurring charges, the Subservicer shall remit payments for such charges before any penalty date. The Subservicer assumes responsibility for the timely remittance of all such payments and will hold harmless and indemnify the Owner/Servicer and the applicable Investor from any and all Losses resulting from the Subservicer’s failure to discharge said responsibility subsequent to the Transfer Date of the particular Mortgage Loan by the Subservicer. The Subservicer shall promptly notify the Owner/Servicer if it becomes aware of any missing or erroneous information with respect to the Mortgage Loans that is preventing or impeding the Subservicer from timely meeting tax or other payments obligations with respect to the Mortgage Loans or from otherwise meeting the Subservicer’s obligations under this Agreement. Within thirty (30) days of each Transfer Date, the Subservicer shall notify the Owner/Servicer in writing identifying the related Mortgage Loans for which assignable life-of-loan tax service or life of loan flood service contracts have not been provided to the Subservicer in connection with the servicing transfer;

(vi) For all Mortgage Loans for which no provision has been made for the payment to and collection by the Subservicer of Escrow Payments, the Subservicer shall use commercially reasonable efforts to determine whether any such payments are made by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure of a tax lien and otherwise satisfies Applicable Requirements. The Subservicer shall make Servicing Advances to effect such payments and shall seek reimbursement of such Servicing Advances on the Owner/Servicer’s behalf from the Mortgagor, Insurer or Investor in accordance with the applicable Mortgage Loan Documents or otherwise as permitted by Applicable Requirements. The Owner/Servicer shall reimburse the Subservicer for such Servicing Advances in accordance with Section 2.13 hereof;

(vii) When a Mortgagor’s Escrow Payments are insufficient to pay taxes, assessments, mortgage insurance premiums, hazard or flood insurance premiums, or other items due therefrom, pay such amounts as a Servicing Advance and seek reimbursement from the Mortgagor or Investor. The Owner/Servicer shall reimburse the Subservicer for all outstanding deficiencies, and any other Servicing Advances made by the Subservicer to protect the security of the Investor, in accordance with Section 2.13 hereof;

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(viii) Unless otherwise directed by the Owner/Servicer, maintain any optional insurance in effect on the Transfer Date;

(ix) With respect to Mortgage Loans covered by PMI policies, the Subservicer shall comply with all requirements of the applicable PMI Companies, including requirements concerning the giving of notices and submitting of claims required to be given or submitted pursuant to Applicable Requirements. In connection with any assumption or substitution agreement entered into or to be entered as permitted under Applicable Requirements, the Subservicer shall promptly notify the related PMI Company, if any, of such assumption or substitution of liability in accordance with the terms of the PMI policy. The Subservicer shall provide to the Owner/Servicer a monthly report as set forth in Exhibit E regarding notices of rescission of PMI policies;

(x) Ensure that improvements on a Mortgaged Property and REO Property are insured by a hazard insurance policy, pursuant to Applicable Requirements, and, if required by Applicable Requirements, a flood insurance policy, in each case meeting the requirements under the applicable Servicing Agreement. The Subservicer may use, at no expense to Owner/Servicer, a blanket policy insuring against fire and hazard losses on Mortgage Loans to the extent permitted and in accordance with the requirements under the applicable Servicing Agreement, [***];

(xi) Administer the release of any insurance proceeds or condemnation proceeds received with respect to the Mortgaged Property to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property to the extent such release is consistent with Applicable Requirements. The Subservicer shall comply with Applicable Requirements and, unless inconsistent with Applicable Requirements, release insurance proceeds or condemnation proceeds in a manner consistent with the Servicing Procedures;

(xii) Subject to Section 2.3 , comply with any and all procedures outlined in any applicable Servicing Agreement and any applicable guidelines promulgated by a Governmental Authority, which procedures shall control in the event of any conflict with the terms of this Agreement;

(xiii) In accordance with Applicable Requirements, report Mortgagor payment history to consumer reporting agencies with respect to the period following the related Transfer Date;

(xiv) With respect to any MERS Mortgage Loan, update all required MERS fields, with the cooperation of the Owner/Servicer, as necessary and comply with all applicable requirements of MERS; it being understood and agreed that following the initial update on or after the applicable Transfer Date any further update shall be an Owner/Servicer Expense;

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(xv) If a REMIC election has been made with respect to the Mortgage Loans relating to any Investor, comply with the REMIC Provisions and all relevant provisions under the applicable Servicing Agreement;

(xvi) Upon payment of a Mortgage Loan in full, and subject to Section 3.2 hereof, prepare and file any necessary release or satisfaction documents, continue Subservicing the Mortgage Loan pending final settlement, and refund amounts due the Mortgagor in accordance with Applicable Requirements; and

(xvii) Maintain the Mortgage Servicing Files and the Mortgage Loan Documents in its possession pursuant to Applicable Requirements and maintain a record of its handling of such documents and files. Any Mortgage Loan Documents that are in the possession of the Subservicer shall be held in secure and fireproof facilities or storage areas in accordance with customary standards for the custody of similar documents and Applicable Requirements. The Subservicer shall allow the Owner/Servicer, its Affiliates and its agents to conduct such audits, from time to time, to confirm the Subservicer’s recordkeeping, storage and security practices with respect to such files and documents. The Subservicer shall only release Mortgage Servicing Files and Mortgage Loan Documents in its possession pursuant to this Agreement and Applicable Requirements. Notwithstanding the foregoing sentence, in connection with an examination or any request by any Investor or Governmental Authority, the Subservicer shall use all commercially reasonable efforts to release any requested Mortgage Servicing Files and/or Mortgage Loan Documents in its possession pursuant to this Agreement and Applicable Requirements and shall deliver any such documents within the time frame set forth by such Investor or Governmental Authority. Any documents or files that are released by the Subservicer shall be properly tracked and pursued to the extent such documents or files are not returned to the Subservicer or to the Custodian. The Subservicer shall provide the Owner/Servicer with information related to documents or files that have been released by the Subservicer promptly upon request. The Subservicer shall cooperate in good faith with the Owner/Servicer in connection with clearing any document exceptions with respect to such releases, consistent with Applicable Requirements.

(b) With respect to Mortgage Loans and/or REO Properties for which the Owner/Servicer is the sole Investor, the Subservicer shall service such Mortgage Loans and REO Properties in accordance with the terms of the applicable Servicing Agreement with respect to which such Mortgage Loans were previously serviced; provided , however , that (i) the Subservicer shall, on each Business Day remit to the Owner/Servicer all collections received by the Subservicer two (2) Business Days prior to such Business Day, on an “actual/actual” basis, (ii) the parties may agree in writing to provide for servicing provisions different from the terms of the applicable Servicing Agreement, pursuant to the process set forth in Section 2.3 .

(c) To the extent any servicing provision in this Agreement is inconsistent with the applicable Servicing Agreement, the Subservicer shall promptly, upon obtaining

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knowledge of a specific event, occurrence or condition leading Subservicer to make such determination, notify the Owner/Servicer of such inconsistency and address such inconsistency in accordance with the procedures set forth in Section 2.3(c) .

(d) Where applicable, the Subservicer will comply with the National Housing Act, as amended, and with the Servicemembers Civil Relief Act of 2003, as amended, and with all rules and regulations issued under each of those statutes.

(e) The Subservicer shall maintain its current internal quality control program that reviews, on a regular basis, its compliance with and conformity to all Applicable Requirements (including all applicable regulations, rules, directives and published guidance of the CFPB, as such may be amended, modified or supplemented from time to time) to which the Subservicer and the Subservicer Parent is subject. The quality control program shall include (i) evaluating and monitoring the overall quality of the Subservicer’s loan servicing and origination activities, including collection call programs, in accordance with industry standards and this Agreement and (ii) tests of business process controls and loan level samples. Subject to Section 10.17 , the Subservicer shall provide to the Owner/Servicer reports related to such quality control program as set forth on Exhibit Q . The Subservicer shall provide the Owner/Servicer with a copy of its quality control program on or prior to the Effective Date, and shall provide or make available the quality control program in accordance with Exhibit Q . The Subservicer shall provide the Owner/Servicer with notice of any material modifications to the quality control program as promptly as possible and in any event not later than within one calendar month following the implementation of such material modification. In the event of a material modification to the quality control program, the Owner/Servicer shall have the option to perform a due diligence review of the revised quality control program on reasonable notice to the Subservicer and the Subservicer shall cooperate with due diligence requests from the Owner/Servicer.

Section 2.3. Procedures, Owner/Servicer Change Requests and Servicing Cost Increase

(a) The Subservicer shall maintain Servicing Procedures that are consistent with and satisfy Applicable Requirements. The Subservicer shall provide such Servicing Procedures, including with respect to its charge-off policy, at the timing set forth in Exhibit E-1 and in the format set forth on Exhibit Q , and Owner/Servicer acknowledges that the Servicing Procedures constitute Subservicer’s confidential and proprietary information.

(b) Except with respect to non-significant changes as mutually agreed upon by the parties, if, following the date of this Agreement, Owner/Servicer shall propose to modify (i) the Servicing Procedures (" SP Modifications "), the Advance Policy (“AP Modifications”), (ii) reports, or (iii) otherwise alter, amend or supplement the servicing activities or if Owner/Servicer becomes subject to such judicial or administrative judgment, order, stipulation, directive, consent decree, award, writ or injunction after the date of this Agreement that would modify the servicing or Subservicing of the Mortgage Loans hereunder (any such modification being herein referred to as a “ Change Request ”), the Owner/Servicer shall provide written notice of each such proposed Change Request to the

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Subservicer by providing (i) a specimen of each procedure proposed to be amended, supplemented or introduced, in the form in which it is proposed to be amended, supplemented or introduced; and/or (ii) a written description of each proposed amendment, supplement or other alteration to the Servicing Procedures, which description shall in each case be sufficiently clear, comprehensive and detailed to provide a reasonable basis for the Subservicer to adequately assess the Change Request.

(d) To the extent such Change Requests or Subservicer’s compliance with Section 2.1(e) , would result in the Subservicer incurring any additional out-of-pocket costs or expenses or internally allocated costs or expenses, which collectively are in excess of $[***] in connection with the implementation of such changes, the Subservicer shall provide the Owner/Servicer with a good faith estimate regarding the costs and expenses needed to implement the contemplated work on the Owner/Servicer’s behalf and reasonable supporting documentation. If such work will involve third party costs or expenses, the Subservicer shall follow Owner/Servicer’s reasonable instructions regarding the retention of such third party providers, including the terms of such retention, related requests for proposals, seeking fixed prices or caps or similar arrangements and establishing time commitments from such third parties. Any such estimate shall also include the anticipated time frame for implementation of such work. Such estimate shall also include the ongoing incremental expense of performing the work in a modified manner as described in the Change Request. If the Owner/Servicer consents to the Subservicer performing such work on its behalf, the parties will enter into a mutually acceptable agreement for implementation of such work (such agreement, a “ Statement of Work ”), which shall be performed by the Subservicer on a commercially-reasonable, best-efforts basis. Upon the due execution by both parties, the Statement of Work shall constitute an amendment to this Agreement without further action on the part of either party. The Subservicer shall perform the services set forth in the Statement of Work in the manner provided therein, and the Owner/Servicer shall pay for any agreed upon cost, if any, of the implementation and any additional services resulting therefrom, in each case in accordance with the terms of the Statement of Work and this Agreement in accordance with the process set forth in Section 2.3(d) of this Agreement. If the actual internally allocated costs and expenses are greater than the estimated amount, (i) the Owner/Servicer shall not be liable for any amounts in excess of such invoiced amount and (ii) the Subservicer shall perform all such contemplated work within the agreed upon timeframe. Subject to Owner/Servicer’s approval of the terms of retention of the applicable third parties in accordance with this Section 2.3(d) , if the actual out-of-pocket costs and expenses are greater than the estimated amount, the Owner/Servicer shall reimburse the Subservicer for all such amounts. Subservicer shall regularly communicate with Owner/Servicer regarding the status of performance of any Statement of Work hereunder, including with respect to any actual or expected delays or cost overruns. For the avoidance of doubt, the parties understand and agree that a Statement of Work shall not be required to implement (i) the services already enumerated or contemplated under this Agreement (other than the services contemplated by this Section 2.3 or any other services or activities in this Agreement that are expressly subject to the Statement of Work process set forth in this Section 2.3 ) or

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(ii) other services or projects previously commenced by the Subservicer on behalf of the Owner/Servicer.

(e) If any legal, regulatory or governmental policy enactment, amendment, reform or similar matter or matters applicable to non-bank servicers generally, individually or in the aggregate, have or are reasonably expected to have, caused an increase or decrease in the Subservicer’s cost to service the Mortgage Loans by more than [***], then the Subservicer or the Owner/Servicer, respectively, may give written notice (“ Change Notice ”) to the other party of such changed matter or matters. In the event of such Change Notice, the parties agree to review and discuss in good faith the Subservicer Economics and any other fees paid by Owner/Servicer, the performance standards and/or the services to be performed under this Agreement in order to reflect such change in Subservicer’s cost to deliver the services under this Agreement in compliance with, or to otherwise address any effect on the economics of the transaction from, any such event or occurrence described above.

(f) Approval Process. Any Approved Party, Substitute Vendor [***] shall be subjected to Subservicer’s usual and customary vendor onboarding process (consistent with its practices prior to the Effective Date or improvements that Subservicer makes to such process on a platform-wide basis). Following such onboarding process, if Subservicer identifies that such Person has material deficiencies or would be reasonably likely to violate Applicable Requirements, in each case consistent with Subervicer’s practices prior to the Effective Date or improvements that Subservicer makes to such process on a platform-wide basis, Subservicer shall notify Owner/Servicer in writing and shall provide the basis for determining that such Person has material deficiencies and/or would be reasonably likely to violate Applicable Requirements. [***]

(g) In addition to the Owner/Servicer’s indemnification obligations set forth in Section 8.3 , the Owner/Servicer shall indemnify and hold the Subservicer harmless against any and all Losses resulting from or arising out of [***]. For purposes of this Section 2.3(g) , a " Directed Provider " shall be any Approved Party, Substitute Vendor [***] proposed by the Owner/Servicer in accordance with the terms of this Agreement and onboarded in accordance with and subject to Section 2.3(f) . For the avoidance of doubt, Subservicer’s interaction and/or cooperation with any Directed Provider shall not constitute an endorsement, evaluation or view of or by the Subservicer as to whether any agreement between Owner/Servicer and any Directed Provider complies with Applicable Requirements.

Section 2.4. Engagement of Contractors.

(a) Exhibit I-1 will set forth the following lists (in a format reasonably acceptable to the Owner/Servicer): (i) Vendors (excluding Off-shore Vendors) that the Subservicer engages to perform under this Agreement and to which the Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Vendor and the applicable risk tier the Subservicer has assigned such Vendor, (ii) Off-shore Vendors that the Subservicer engages to perform under this Agreement to which the Subservicer has

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assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Off-shore Vendor and the applicable risk tier the Subservicer has assigned such Off-shore Vendor, and (iii) Default Firms engaged by the Subservicer for foreclosures and bankruptcies only (collectively, the “ Critical Vendors ”), in each case, to the extent such Critical Vendor is performing any activity relevant to any Mortgage Loan. All Default Firms shall be deemed to have a tier 1 risk tier rating for purposes of this Agreement.

(b) From time to time, the Subservicer may engage other Vendors in addition to those appearing on Exhibit I-1 to provide services to the Subservicer that are related to the Mortgage Loans. The Subservicer shall not engage any Vendors or Default Firms to provide services with respect to any Mortgage Loan if such Vendor or Default Firm is on any of the (i) Freddie Mac Exclusionary List, (ii) Specifically Designated Nationals and Blocked Persons List published by OFAC, (iii) Suspended Counterparty Program list published by FHFA or (iv) Subservicer's internal exclusionary list, and shall promptly (x) notify Owner/Servicer if any such Vendor or Default Firm becomes subject to any such exclusionary list, and (y) replace any such Vendor or Default Firm. In the event any such additional Critical Vendor is identified by the Owner/Servicer as having been deficient in the reasonable judgment of the Owner/Servicer, the Owner/Servicer shall notify the Subservicer with its concerns of such Critical Vendor. The Subservicer shall notify the Owner/Servicer of additional Critical Vendors at the timing set forth in Exhibit E-1 . The Subservicer shall promptly respond to the Owner/Servicer and the parties hereto shall cooperate in good faith to resolve the Owner/Servicer’s concerns and/or findings relating to Critical Vendors, including but not limited to determining if such deficiencies can be corrected or to replace Critical Vendors, as applicable, with another Vendor or Default Firm, as applicable, mutually acceptable to the parties and in accordance with Applicable Requirements. In addition, the Subservicer shall promptly notify the Owner/Servicer of any material deficiencies with respect to any Vendor and/or Default Firm used by the Subservicer with respect to any Mortgage Loan.

(c) With respect to any Vendor that performs any Mortgagor-facing activity, Owner/Servicer-facing activity and/or Investor-facing activity, the Subservicer shall routinely, in accordance with Applicable Requirements, (i) examine and audit the books, records, and/or other information of any such Vendor and (ii) monitor the activities of such Vendor (including but not limited to reviewing call transcripts and listening to audio-recordings of calls to Mortgagors). The Subservicer shall promptly deliver to the Owner/Servicer at least ninety (90) calendar days (or if a shorter period of time is necessary for Subservicer’s ongoing business continuity purposes, not later than the date the potential vendor enters into Subservicer’s input process) advance written notice of any Off-shore Vendors that the Subservicer intends to cause to perform any Mortgagor-facing activity, Owner/Servicer-facing activity and/or Investor-facing activity.

(d) All foreclosure attorneys, bankruptcy attorneys and eviction attorneys (collectively, “ Default Firms ”) and all Vendors to be used in connection with the servicing and administration of the Mortgage Loans and REO Properties shall (i) be engaged in accordance with Applicable Requirements and (ii) have any and all qualifications, licenses

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and/or approvals necessary to perform their respective services in this Agreement in accordance with Applicable Requirements. The Subservicer shall (x) review on at least an annual basis that each Default Firm providing foreclosure or bankruptcy services that its attorneys are licensed to practice in the relevant jurisdiction and are in good standing in the relevant jurisdictions and bars, (y) provide an annual certification to the Owner/Servicer to the matters in clause (x) of this Section 2.4(d) (by the Subservicer or each Default Firm) and shall state each Default Firm meets Agency requirements and Applicable Requirements, and (z) provide the Owner/Servicer with copies of such evidence available to the Subservicer upon reasonable request of the Owner/Servicer. Within thirty (30) days of the Effective Date, the Subservicer shall (i) provide a report to the Owner/Servicer identifying any Default Firm which received an "objection" or other similar classification from any Agency to the extent the Subservicer submitted such Default Firm to an Agency for servicing Agency loans in the Subservicer's servicing portfolio and (ii) shall cooperate with Owner/Servicer to evaluate what steps, if any, should be taken as a result of such objection.

(e) Other than with respect to any Vendors performing REO Disposition Services, (i) the Subservicer shall cause any Vendors, Off-shore Vendors and/or Default Firms hired by the Subservicer to perform its duties and service the Mortgage Loans in compliance with Applicable Requirements and (ii) the use of any Vendor, Off-shore Vendor or Default Firm by the Subservicer shall not relieve the Subservicer of its obligations under this Agreement or any related remedies under this Agreement. Any such Vendor, Off-shore Vendor and/or Default Firms engaged by the Subservicer shall be engaged on a commercially reasonable, arm’s length basis and at competitive rates of compensation consistent with Applicable Requirements.

(f) The Subservicer shall oversee all Vendors, Off-shore Vendors and Default Firms in accordance with the Vendor Oversight Guidance and its third-party management policy, and require that all Vendors, Off-shore Vendors and Default Firms on the Vendor List maintain and provide policies and procedures applicable to the services provided in a manner consistent with all Applicable Requirements, the Vendor Oversight Guidance and the servicing standards under this Agreement. Solely as it relates to a violation or non-compliance with Applicable Requirements by a Vendor that materially and adversely affects any Mortgage Loan or the related Servicing Rights, within twenty-one (21) Business Days of confirmation of the violation or non-compliance with Applicable Requirements, (i) the Subservicer shall provide to the Owner/Servicer notice of such violations or such non-compliance with Applicable Requirements of which the Subservicer has knowledge by any Vendor, Off-shore Vendor and/or Default Firm under the Vendor Oversight Guidance, the Subservicer’s third-party management policy and/or Applicable Requirements, (ii) the Subservicer agrees to cooperate with the Owner/Servicer to remedy such non-compliance and to maintain regular communication with the Owner/Servicer regarding the progress of any remediation efforts, (iii) the Subservicer shall provide to the Owner/Servicer a summary and action-plan by the Subservicer detailing how such violation(s) or non-compliance will be remediated, (iv) to the extent permitted under the applicable Vendor contract or consented to by such Vendor, the Owner/Servicer may directly participate in cooperation with the Subservicer in any of the material activities described in this paragraph and (v) the

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Subservicer shall provide to the Owner/Servicer, if applicable, a request in writing for an extension of the twenty-one (21) Business Day period. The Subservicer shall provide the Owner/Servicer with the Subservicer’s then current third-party management policy or policies at the timing set forth in Exhibit E-1 in an acceptable searchable electronic format that allows for comparison of the current policies against the policies from the prior period and shall provide the Owner/Servicer with immediate written notice following the implementation of a material change to any such policy or policies.

(g) The Subservicer shall conduct periodic reviews of the Vendors, Off-shore Vendors and Default Firms that the Subservicer engages to perform under this Agreement in accordance with its third-party management policy and Vendor Oversight Guidance to confirm compliance, timeliness and completeness with respect to the terms of this Agreement and Applicable Requirements and that the Vendors, Off-shore Vendors and Default Firms are not subject to litigation or other enforcement actions that could have a material effect on such Vendor’s, Off-shore Vendor’s and/or Default Firm’s financial viability or reputation. At the timing set forth in Exhibit E-1 , the Subservicer shall provide to the Owner/Servicer the results of all periodic reviews concluded by or on behalf of the Subservicer during the prior three (3) month period for any Critical Vendor in a manner consistent with Exhibit Q , which shall be in the form of performance scorecards, risk rating and risk-tier assignment system, in each case, in a format reasonably acceptable to the Owner/Servicer. During each such quarterly update, the Subservicer shall notify the Owner/Servicer of any changes to the Subservicer’s scorecard, risk-rating, or risk-tiering methodology, to the extent such information is available or obtainable for each Vendor, Off-shore Vendor and Default Firm.

(h) In accordance with the terms and conditions of the Subservicer’s agreement with the applicable Vendor, Off-shore Vendor and/or Default Firm, the Subservicer shall satisfy in a timely manner its financial obligations to the Vendors, Off-shore Vendors and Default Firms providing services with respect to this Agreement. The Subservicer shall maintain appropriate controls to ensure that (i) compensation paid to the Vendors, Off-shore Vendors and Default Firms on the Vendor List providing foreclosure services with respect to the Mortgage Loans is based on a method that is consistent with Applicable Requirements and considers the accuracy, completeness and legal compliance of foreclosure filings and (ii) that such services are provided only as frequently as reasonably necessary in light of the circumstances, and, in the case of both (i) and (ii) above, is not based solely on increased foreclosure volume or meeting processing timelines.

(i) The Subservicer shall maintain a third-party risk management program to monitor the Vendors, Off-shore Vendors and Default Firms. This program will include evaluating Default Firms used by the Subservicer for compliance with Applicable Requirements, including verification of all documents filed or otherwise utilized by such firms in any foreclosure or bankruptcy proceeding or other foreclosure-related litigation and that all compensation arrangements with such Default Firms are consistent with this Agreement and Applicable Requirements.

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(j) Subject to Section 10.17 , if reasonably necessary for the Owner/Servicer to comply with the requirements of any Governmental Authority that exercises authority over the Owner/Servicer, the Subservicer shall, at the request of the Owner/Servicer, make available to the Owner/Servicer copies of any contracts electronically through an electronic portal, ftp site, or otherwise, by or with any Vendors, Off-shore Vendors and/or Default Firms on the Vendor List and any reports, audits, evaluations, reviews or assessments with respect to such contractors. Subject to Section 10.17 , in the event the Subservicer is not able to make available copies contracts, reports, evaluations, reviews or assessments with respect to any Vendors, Off-shore Vendors or Default Firms that are required to be made available to the Owner/Servicer under this Section 2.4 or are otherwise reasonably requested by the Owner/Servicer in order for it to comply with Applicable Requirements because such materials are subject to confidentiality or other non-disclosure restrictions that would prevent disclosing such materials, (i) the Subservicer shall make reasonable efforts to obtain consent to disclosure from the related Vendors, Off-shore Vendors or Default Firms, with the understanding that pricing or other confidential business terms may be redacted and (ii) the Subservicer shall provide the Owner/Servicer with such relevant information or summaries with respect to the related matter that would not be prohibited.

(k) Upon Owner/Servicer’s request, to the extent Substitute Vendor is reasonably acceptable to Subservicer, the Subservicer shall reasonably cooperate with Substitute Vendor as contractually engaged by Owner/Servicer so long as (i) any related contract with the Substitute Vendor is approved in accordance with Section 2.3 and (ii) such Substitute Vendor does not significantly disrupt the operations of or increase the Subservicer’s internal or third-party cost unless compensated by Owner/Servicer in accordance with Section 2.3 [***].

[***]

Section 2.5. Establishment and Maintenance of Custodial and Escrow Accounts.

(a) Pending disbursement, the Subservicer shall segregate and deposit Custodial Funds and Escrow Payments collected in one or more Custodial Accounts or Escrow Accounts, as applicable. The Subservicer at the direction of the Owner/Servicer, or the Owner/Servicer itself, shall establish such Custodial Accounts and Escrow Accounts at a Qualified Depository provided that in each case, such accounts shall be owned by the Owner/Servicer. Such Custodial Accounts and Escrow Accounts shall be established for each Investor in such manner as to show the custodial nature thereof, and so that each Investor and each separate Mortgagor whose funds have been deposited into such account or accounts will be individually insured under the rules of the FDIC. The Subservicer’s records shall show the respective interest of each Investor and each Mortgagor in all such Custodial Accounts and Escrow Accounts. All Custodial Accounts and Escrow Accounts shall be maintained at the applicable insured financial institution in the name of Owner/Servicer as “trustee” for the Owner/Servicer and/or Investors and/or Mortgagors, with reference to the Subservicer as servicer for Owner/Servicer, except as may otherwise be required by Applicable Requirements. To the extent any Custodial Accounts and/or Escrow Accounts are prohibited (or otherwise not permitted) by Applicable Requirements to be in the name

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of Owner/Servicer, the Subservicer shall identify such accounts to the Owner/Servicer (i) on or before the date hereof and (ii) from time to time following the request of the Owner/Servicer.

(b) Amounts on deposit in the Custodial Accounts may at the option of the Owner/Servicer be invested in accordance with Applicable Requirements. Any such investment shall mature no later than one day prior to the Remittance Date in each month; provided , however , that if such investment is an obligation of a Qualified Depository that maintains the Custodial Account, then such investment must mature on the related Remittance Date. Any losses incurred in respect of any such investment shall be deposited in the Custodial Account, by the Owner/Servicer out of its own funds prior to the subsequent Remittance Date.

(c) The Owner/Servicer shall not withdraw any funds from the Custodial Accounts or Escrow Accounts except to pay itself any Float Benefit pursuant to Section 4.1 .

(d) All suspense, clearing and disbursement accounts in which funds relating to the Mortgage Loans and REO Properties are deposited shall be established and owned by the Subservicer with a Qualified Depository, in a manner which shall provide maximum available insurance thereunder.

(e) The Subservicer shall have full access rights to the Custodial Accounts and Escrow Accounts for the purposes of performing its duties as described in this Agreement. Owner/Servicer shall ensure that Subservicer is provided with on-line access to the Custodial Accounts and Escrow Accounts and bank statements, subject to the terms of the account agreement with the applicable bank that may permit such bank to suspend or cease to provide such access; provided that if any such bank ceases to provide such online access, the Owner/Servicer shall use commercially reasonable efforts to move the affected accounts to a banking institution that will provide such access as soon as reasonably practicable, subject to Section 2.5(f) . Subservicer shall notify Owner/Servicer of each individual with access rights to access any of the Custodial Accounts or Escrow Accounts and of any such individual that either ceases to be employed by the Subservicer or ceases performing functions that require such access, in each case not later than three (3) Business Days following the date on which such individual ceases employment or ceases performing such functions; provided, that Subservicer shall cause at least two (2) individuals to have access rights to such Custodial Accounts or Escrow Accounts at all times other than the three (3) Business Days following the date on which such individual ceases employment or ceases performing such functions.

(f) The Owner/Servicer may at its sole cost and expense, change Qualified Depositories by providing to the Subservicer thirty (30) days prior written notice for up to 100 accounts and sixty (60) days prior written notice for all accounts. The Subservicer shall cooperate with the Owner/Servicer to effectuate any such changes.

Section 2.6. Other Services.

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Subject to Applicable Requirements, the Subservicer shall be responsible for further safeguarding the applicable Investor’s interest in each Mortgaged Property as follows:

(a) Each party shall identify a relationship manager with respect to the Mortgage Loans, who shall serve as the principal point of contact for the other party for purposes of answering questions with respect to the Subservicing pursuant to this Agreement. Each party will provide prompt notice to the other party if a change occurs with the relationship manager;

(b) Subject to Section 10.17 , the Subservicer shall (i) notify the Owner/Servicer as promptly as possible, and in no event later than ten (10) Business Days from the Subservicer’s or the Corporate Parent’s receipt from any Insurer (as determined by the login information pursuant to Subservicer’s intake procedures), Investor or Governmental Authority of any written notice or inquiry relating to an alleged violation or non-compliance of Applicable Requirements with respect to any Mortgage Loans that would reasonably be expected to result in a sanction, fee or other liability to the Owner/Servicer (including, but not limited to, termination under the applicable Servicing Agreement(s)), the Corporate Parent or otherwise materially adversely affect the Owner/Servicer or the Subservicer’s ability to perform its obligations under this Agreement, including, but not limited to, any allegations of discrimination by the Subservicer or the Corporate Parent and any civil investigative demand or request for information, and shall promptly provide a copy of any such notice, allegation, demand or inquiry to the Owner/Servicer, and (ii) cooperate fully with the Owner/Servicer to respond promptly and completely to any such allegations or inquiries and similarly to any such allegations or inquiries received by the Owner/Servicer. Subject to Section 10.17 , the Subservicer shall notify the Owner/Servicer as promptly as possible, and in no event later than ten (10) Business Days of learning (as determined by the login information pursuant to Subservicer’s intake procedures) that an investigation of the Corporate Parent or the Subservicer’s servicing practices by any Governmental Authority has determined that material deficiencies in servicing performance or a material violation or non-compliance of Applicable Requirements has occurred; provided , however , that the Subservicer shall provide prompt notice but in no event later than ten (10) Business Days to the Owner/Servicer if (i) the Subservicer reasonably believes that a Governmental Authority is reasonably likely to suspend, revoke or limit any license or approval necessary for the Subservicer to service the Mortgage Loans in accordance with the terms of this Agreement, (ii) any notice from Fannie Mae, Freddie Mac or HUD regarding the termination or potential termination of the Subservicer as an eligible servicer for Fannie Mae, Freddie Mac or HUD, as applicable, (iii) any downgrade or actual notice of any anticipated downgrade of the Subservicer’s servicer ratings, if any, with any Rating Agency or (iv) a special investigation or non-routine exam of the Subservicer or the Corporate Parent commenced by a Governmental Authority is reasonably likely to result in a Material Adverse Effect with respect to the Servicing Rights. The Subservicer shall then periodically, as often as the Owner/Servicer may reasonably request, confer with the Owner/Servicer to advise the Owner/Servicer of the status of any such investigation. In addition, subject to Section 10.17 , within ten (10) Business Days of the Subservicer’s or the Corporate Parent’s receipt (as determined by the login information pursuant to Subservicer’s or Corporate Parent’s

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intake procedures, as applicable), the Subservicer shall deliver to the Owner/Servicer (x) any reports and/or findings with respect to such investigation relating to any material deficiencies in servicing performance or material violations or non-compliance with Applicable Requirements and (y) any consent decree terms and/or any proposed consent decree terms in connection with any investigation or settlement negotiations of the Subservicer Parent or the Subservicer’s servicing practices by any Governmental Authority that would materially affect the servicing activities hereunder or that would result in a Material Adverse Effect with respect to the Servicing Rights or the Owner/Servicer. In the event the Subservicer is prohibited under applicable rules of privilege and confidentiality based upon the express advice of counsel from providing specific information or documentation under this Section 2.6 , the Subservicer shall provide (and to the extent prohibited, the Subservicer shall provide to the maximum extent possible the information that is not prohibited from being disclosed) the Owner/Servicer with such relevant information or summaries with respect to the related matter that would not be prohibited under such rules. Any report made pursuant to this Section 2.6 related to regulatory investigation or other regulatory contact with the Subservicer and/or Subservicer’s Parent, shall be at the timing set forth in Exhibit E-1 and in the format set forth in the related Formatted Servicing Report;

(c) The Subservicer shall maintain a log of all “qualified written requests” (as such term is used in the Real Estate Settlement Procedures Act) relating to the Mortgage Loans and a log of all escalated telephone complaints related to the Mortgage Loans. The Subservicer shall (i) provide copies of such logs the following month no later than the Reporting Date (or promptly upon the request by the Owner/Servicer) and (ii) make copies of any correspondence or documentation relating to any items included in such logs available electronically or on the Subservicer's systems for access to data and reports. The Subservicer shall provide basic complaint reporting and an Escalated Complaint Case Data Report, at the timing set forth in Exhibit E-1 and in the format set forth in the related Formatted Servicing Report, respectively, and a Notice of Error and Request for Information Report, in each case, at the timing set forth in Exhibit E and in the format set forth in the related Formatted Servicing Report. The Subservicer shall handle all complaints received by the Subservicer in accordance with Applicable Requirements, and shall:

(i) Maintain an internal procedure to provide for the management, acknowledgment, response, tracking, and reporting of written and telephonic complaints made to, or received by, the Subservicer in accordance with Applicable Requirements. The Subservicer shall provide the Owner/Servicer with a copy of such procedures and any material changes to such procedures at the timing set forth in Exhibit E-1 . For the avoidance of doubt, for any purposes under this Agreement, written complaints include any complaints delivered in hard copy or in electronic form, including as obtained electronically through the CFPB or other regulatory portals.

(ii) The Subservicer shall make available promptly upon request of the Owner/Servicer with copies of a written complaint or transcripts of any telephonic

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complaints with respect to a Mortgage Loan (whether by or on behalf of Mortgagors or any third party), and any ongoing correspondence related thereto and the final written response to such complaint, and other reasonably related documents or information, upon request of the Owner/Servicer.

(iii) The Subservicer also shall include in its complaint monitoring, handling, and response activities any complaints and requests regarding the services provided by the Subservicer hereunder initially received by the Owner/Servicer and forwarded to the Subservicer for review and response.

(d) The Subservicer shall keep accessible and retrievable, and shall transmit or make available to the Owner/Servicer upon request, copies of all records relating to the Subservicing, including records related to foreclosure that the Subservicer has produced, or has received from a prior subservicer; and

(e) Subject to Section 10.17 , the Subservicer shall maintain policies and procedures designed to comply with all MERS requirements and shall be a member of MERS in good standing throughout the duration of this Agreement. At the timing set forth in Exhibit E-1 , the Subservicer shall provide such policies and procedures in accordance with Exhibit Q . The Subservicer agrees to cooperate in good faith in addressing any questions or concerns of the Owner/Servicer regarding any material modification to such policies. The Subservicer shall cooperate with any audit by the Owner/Servicer with respect to any Mortgage Loan registered with MERS and compliance with the MERS requirements, including providing access to any relevant documentation or information in connection therewith.

Section 2.7. Service Level Agreements.

(a) The Subservicer shall comply with the Service Level Agreements (“ SLAs ”) as set forth from time to time on Exhibit F , or as modified pursuant to this Section 2.7 ; provided , however , that the Subservicer will not be responsible for delays, errors or omissions caused by the Owner/Servicer or any verifiable factors outside of the Subservicer’s control.

(b) No later than the applicable reporting schedule or deadline as set forth in any SLA, the Subservicer shall provide to the Owner/Servicer a report that sets forth the Subservicer’s actual results with respect to such SLA for the applicable prior reporting period. In the event the Subservicer fails to comply with any SLA for a particular reporting period, the Subservicer shall provide to the Owner/Servicer in either the same reporting period or the immediately subsequent reporting period an explanation in writing of the reasons for failing to comply with each SLA and the proposed actions that the Subservicer shall undertake to address such failure. The Owner/Servicer and the Subservicer shall cooperate in good faith to resolve any questions or issues regarding the SLAs and the Subservicer’s performance with respect to such SLAs.

(c) At either party’s request, the Owner/Servicer and the Subservicer shall review the SLAs and any proposed modifications to the SLAs (including the related tools and methodologies for measuring or calculating compliance with such SLAs). Such

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modifications shall be implemented and shall become effective when such modification is acknowledged in writing and signed by both parties.

(d) The financial penalties or bonuses relating to the SLAs set forth in Exhibit F shall be included in the calculation of the Owner/Servicer Economics or Subservicer Economics, as applicable, in such other manner as agreed by the parties.

Section 2.8. Accounting, Reporting and Remittances.

Subject to Applicable Requirements, including without limitation the applicable Servicing Agreement:

(a) On the applicable Remittance Date, the Subservicer shall remit to each Investor all principal, interest and any other amounts due to such Investor by Owner/Servicer.

(b) The Subservicer shall prepare and submit all reports to Investors as required by the applicable Servicing Agreement and make such reports available concurrently to Owner/Servicer. The Subservicer shall maintain an online portal accessible to the general public, to which it will post publically available data within the timeframes and containing the information, in each case, consistent with its practices prior to the Effective Date.

(c) The Subservicer shall provide the Owner/Servicer with the daily and monthly servicing reports in accordance with the timing set forth in Exhibit E-1 or otherwise required under this Agreement. The monthly servicing reports shall be delivered no later than the Reporting Date, unless otherwise set forth in Exhibit E-1 or agreed by the parties. Such reports shall be delivered electronically in a manner acceptable to the Owner/Servicer or made accessible to the Owner/Servicer on the Subservicer’s reporting website (as described in Section 2.11(c) ) and shall be in a format substantially in the forms attached to Exhibit E-2 (each, a “ Formatted Servicing Report ”), as applicable, or in such other format mutually agreed by the parties. In addition, upon request, the Subservicer shall provide the Owner/Servicer with a loan-level download (in a format reasonably requested by the Owner/Servicer) of servicing system collection comments within fifteen (15) calendar days of such request for up to [***] Mortgage Loans per quarter, or such longer period of time as the parties reasonably agree for more than [***] Mortgage Loans per quarter, unless the volume of loans requires a longer time period as determined in good faith by Subservicer in which case parties shall agree upon a reasonable timeframe to provide such comments. The Subservicer also shall cooperate in good faith with the Owner/Servicer to provide any additional reports or data as may be reasonably requested from time to time, including but not limited to any Owner/Servicer Regulatory Report subject to the process set forth in Section 2.3 .

(d) The Subservicer shall provide the Owner/Servicer in an electronic format, with a month end collection and delinquency report set forth in in the related Formatted Servicing Report identifying on a loan-level basis the status of any Delinquent Mortgage Loans, and any Loss Mitigation efforts, including, but not limited to, loan modifications and forbearances. Loan-level monthly reports shall be properly coded by the Subservicer

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to identify Mortgage Loans affected by Loss Mitigation efforts or other changes in payment terms and such reports shall reflect such pending payment terms. In the event a Governmental Authority or an Investor requests a report or delivery of data or information, the Subservicer and the Owner/Servicer shall follow the process set forth in Section 2.3 .

(e) The Subservicer shall provide, at the timing set forth in Exhibit E-1 , the Mortgagor Litigation Reports as set forth in in the related Formatted Servicing Report summarizing current litigation, foreclosure and bankruptcy activity with respect to any of the Mortgage Loans. In addition, the Subservicer shall provide at the timing set forth in Exhibit E, a report relating to the oversight of foreclosure and bankruptcy attorneys in a form to be reasonably agreed upon by the parties. The Subservicer’s monthly reporting shall include updates regarding the status of any known litigation, including matters resolved and new matters and associated costs and expenses and upon reasonable request, the Subservicer shall promptly provide to the Owner/Servicer copies of all notices, pleadings and subpoenas regarding any such known litigation relating to a Mortgage Loan. The parties hereby agree that such report will include the following information: [***]. The parties may agree to additional reporting, on an as-needed basis, for specific individual litigation proceedings pursuant to Section 2.3(b) . The Subservicer shall cooperate in good faith with any requests or instructions from the Owner/Servicer regarding such litigation and related proceedings.

(f) On each Business Day, no later than two (2) Business Days after receipt thereof, the Subservicer shall remit to the Owner/Servicer the applicable Owner/Servicer Economics with respect to the Mortgage Loans pursuant to Section 4.1 ; provided , however , the Subservicer shall promptly notify the Owner/Servicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation until resolved in a mutually acceptable fashion pursuant to Section 4.3 . The Subservicer shall provide the Owner/Servicer with the Reconciliation Report (as defined in Section 4.1 ) to confirm and reconcile the calculation of the Owner/Servicer Economics and the Subservicer Economics each month, including the appropriate breakdown and support of the various components of the daily Owner/Servicer Economics and monthly Owner/Servicer Economics and Subservicer Economics (on a loan-by-loan basis) and reflecting all applicable fees payable to the Owner/Servicer and to the Subservicer.

(g) The Subservicer shall promptly deliver to the Owner/Servicer any notice received by the Subservicer from an Investor that instructs the Subservicer to transfer servicing of any Mortgage Loan. In the event of a conflict between the Investor instructions and instructions by the Owner/Servicer, the Owner/Servicer and the Subservicer agree to work with such Investor and each other in good faith to resolve the conflict.

(h) Except as otherwise required by Applicable Requirements, all Float Benefit shall be payable to the Owner/Servicer, which amounts shall be included in the calculation of the Owner/Servicer Economics in accordance with Section 4.1 . The Owner/Servicer shall be responsible for interest payments to Mortgagors, and Subservicer shall invoice such net amount as an Owner/Servicer Expense in accordance with Section 4.1 . The Owner/

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Servicer shall be responsible for all fees and charges associated with maintaining any Custodial Account or Escrow Account.

(i) Subject to the Subservicer's obligations set forth in Section 2.13(d) , the Owner/Servicer shall pay the amount necessary to cover any Compensating Interest, which amount will be invoiced as an Owner/Servicer Expense. Following receipt of such invoice, the Owner/Servicer shall notify the Subservicer of any disputed amounts as forth in Section 4.3 and any disputed amounts shall not be included in the calculation of Owner/Servicer Expense until resolved in a mutually acceptable fashion pursuant to Section 4.3 .

(j) [Reserved.]

(k) The Subservicer shall cause an independent certified public accountant selected and employed by it to provide the Owner/Servicer not later than March 15 ^th (or such earlier date required under the applicable Servicing Agreement) of each calendar year to furnish a statement to the effect that such firm has examined certain documents and records relating to the servicing of assets similar in nature to the Mortgage Loans and that such firm is of the opinion that the provisions of this Agreement or similar agreements have been complied with, and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement.

(l) In the event any items of material noncompliance with Applicable Requirements are discovered, or are specifically noted in connection with any audit or examination of the Subservicer Parent or the Subservicer’s servicing of any of the Mortgage Loans, the Subservicer shall promptly address and resolve such items and report the status, findings and resolution of such items in a timely manner to the Owner/Servicer and as otherwise required under Applicable Requirements.

(m) The Subservicer shall promptly notify the Owner/Servicer if it becomes aware of any repurchase claim against the Owner/Servicer or that would result in a Loss to Owner/Servicer by the applicable Investor with respect to any Mortgage Loan and shall cooperate with any reasonable requests of the Owner/Servicer for information with respect to such Mortgage Loan and in connection with coordinating the repurchase claim (including, but not limited to, providing copies of related collection system comments) and delivery of the applicable Mortgage Loan file and related documents to the Owner/Servicer or its designee with respect to such repurchase transaction.

(n) Ramp-Up Period . The Subservicer shall implement the reporting described on Exhibit E within the time periods specified for such reports on Exhibit E . The Subservicer shall implement the activities described on Schedule 2.8(n) attached hereto within the time periods specified for such activities on Schedule 2.8(n) attached hereto. The Subservicer shall complete implementation of such activities no later than December 31, 2017. The Subservicer and the Owner/Servicer agree that once Schedule 2.8(n) attached hereto is

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mutually agreed upon, it shall be attached as Schedule 2.8(n) hereto as soon as practicable following the Effective Date without any further action by the parties. Promptly following the Effective Date, the Subservicer shall (i) prepare a proposal identifying the activities to be inserted into Schedule 2.8(n) attached hereto and the Subservicer's implementation strategy thereto and (ii) deliver and present such proposal to the Owner/Servicer. On a monthly basis, the Subservicer shall provide the Owner/Servicer with an updated proposal which shows the actual progress achieved by the Subservicer in the implementation of such activities identified on Schedule 2.8(n) attached hereto and the original projected implementation progress of such activities from the initial proposal presented to the Owner/Servicer. Subservicer shall use its commercially reasonable efforts to fully implement such reports and activities as soon as reasonably practicable but not later than the timelines set forth in Exhibit E hereto or Schedule 2.8(n) attached hereto, respectively.

Section 2.9. Delinquency Control.

The Subservicer shall, in accordance with and subject to Applicable Requirements, including without limitation the applicable Servicing Agreement:

(a) Maintain a delinquent mortgage servicing program that shall include an adequate accounting system that indicates the existence of Delinquent Mortgage Loans, a procedure that provides for sending delinquent notices, assessing late charges, and returning inadequate payments, and a procedure for the individual analysis of distressed or chronically delinquent Mortgage Loans;

(b) Maintain a collection department and an on‑line automated collection system that complies in all material respects with Applicable Requirements and the Servicing Procedures;

(c) Conduct property inspections with respect to defaulted Mortgage Loans and REO Properties in accordance with Applicable Requirements, including without limitation the terms of the applicable Servicing Agreement and the Servicing Procedures.

(d) In accordance with Applicable Requirements, administer the foreclosure or other acquisition of the Mortgaged Property relating to any Mortgage Loan in the name of the applicable Investor, process claims for any applicable insurance and until the transfer of such Mortgaged Property to the Investor or a private mortgage Insurer, if applicable, protect such property from waste and vandalism. In no event shall the Subservicer have title to a Mortgaged Property conveyed in the name of the Owner/Servicer without the Owner/Servicer’s prior written consent not to be unreasonably withheld or delayed.

(e) The Subservicer shall take appropriate measures to ensure, on an ongoing basis, the accuracy of all documents filed or otherwise utilized by the Subservicer or its Vendors, Off-shore Vendors and/or Default Firms in any judicial or non-judicial foreclosure proceeding, related bankruptcy proceeding or in other foreclosure-related litigation, including but not limited to, documentation sufficient to establish ownership of the Mortgage Loan by the related Investor or the Owner/Servicer (if the Owner/Servicer is the Investor

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with respect to such Mortgage Loan) and the right to foreclose at the time the foreclosure action is commenced in the name of the Investor. The Subservicer shall be required to maintain, and to cause its Vendors, Off-shore Vendors and Default Firms to maintain, current and accurate records relating to any foreclosure or related bankruptcy proceedings or related litigation, with a clear auditable trail of documentation capable of validating foreclosure that the Subservicer has produced, or has received from a prior subservicer, and shall cause its Vendors, Off-shore Vendors and Default Firms to do the same. In connection with any foreclosure proceeding, the Subservicer shall handle such foreclosure proceedings in the name of the Investor, unless otherwise set forth pursuant to the Applicable Requirements, and the Subservicer shall comply with all Applicable Requirements; provided that, in no event shall the Subservicer (i) foreclose on the related Mortgaged Property in the name of the Owner/Servicer or (ii) have title to the Mortgaged Property conveyed in the name of the Owner/Servicer, in each case, without the Owner/Servicer’s prior written consent not to be unreasonably withheld or delayed.

(f) With respect to any second lien Mortgage Loan, if the Subservicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the Superior Lien, or has declared or intends to declare a default under the mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the Mortgaged Property sold or foreclosed, the Subservicer shall take, whatever actions are necessary to protect the interests of the Investor consistent with Applicable Requirements; provided that such expense is treated as a reimbursable advance from the Investor.

(g) The Subservicer shall comply with the Applicable Requirements, including without limitation the applicable Servicing Agreement, and the Servicing Procedures in connection with procedures and requirements relating to Charged-off Loans and shall include in its monthly reporting to the Owner/Servicer when any such Mortgage Loans become Charged-off Loans. Unless otherwise required under Applicable Requirements, the Subservicer shall not make any Servicing Advances or P&I Advances with respect to Charged-off Loans and shall not be entitled to any Servicing Fees or other compensation with respect to Charged-off Loans. To the extent consistent with Subservicer’s Servicing Procedures and in accordance with Section 2.4 , Subservicer may utilize a Vendor for recovery collection on such Charged-off Loans.

Section 2.10. REO Properties.

(a) In the event that title to a Mortgaged Property is acquired in foreclosure, redemption, ratification or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Investor, or its designee (or as otherwise required by the applicable Servicing Agreement); provided that, in no event shall the Subservicer have title to the Mortgaged Property conveyed in the name of the Owner/Servicer without the Owner/Servicer’s prior written consent not to be unreasonably withheld or delayed.

(b) Notwithstanding anything to the contrary in this Agreement, (i) the Subservicer shall not engage any Vendor to perform any form of REO Disposition Services on any REO Property subserviced hereunder unless the Owner/Servicer has directed the

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Subservicer in writing to engage a Vendor to perform REO Disposition Servicers and any such Vendor shall be approved in writing by the Owner/Servicer in its sole discretion and subject to the Owner/Servicer approving the terms and conditions of the arrangement with such Vendor, provided that Subservicer’s Vendors performing REO Disposition Services and identified on Exhibit I-2 (each a “ Critical REO Disposition Vendor ”) shall be deemed to have been approved by Owner/Servicer until otherwise directed by Owner/Servicer, (ii) the Owner/Servicer shall engage any third party having all qualifications, licenses and/or approvals necessary to perform REO Disposition Services in accordance with the terms of this Agreement and otherwise acceptable to the Owner/Servicer (each an “ Approved Party ”) to perform REO Disposition Services on any REO Property subserviced hereunder; provided that the Owner/Servicer may, in its sole discretion, consult the Subservicer for its opinion regarding particular third party’s competence to perform REO Disposition Services, (iii) the Subservicer shall cooperate with such Approved Party in connection with it providing REO Disposition Services, including but not limited to, responding to inquiries regarding any REO Property and providing information and data regarding the REO Properties to the Approved Party as required by such Approved Party, (iv) the Subservicer shall (x) review any reporting and/or data provided by such Approved Party, (y) incorporate such information to Subservicer’s servicing systems and (z) report such information to the applicable Investors in accordance with the applicable Servicing Agreement, (v) the Owner/Servicer shall be entitled to any and all Downstream Ancillary Income, (vi) the Subservicer shall be responsible for any and all costs associated with terminating Critical REO Disposition Vendors, including the costs, expenses, termination fees, or other amounts payable, if any, under its existing arrangements with such Critical REO Disposition Vendors, and (vii) the Owner/Servicer shall be responsible for any and all costs and expenses incurred by the Owner/Servicer for engaging any third- party to assist the Owner/Servicer in oversight of this Agreement (except as set forth in Section 2.11(a) ).

(c) To the extent the ongoing internal costs and expenses related to the Subservicer’s interaction and/or cooperation with any Approved Party materially exceeds the costs Subservicer had previously experienced with respect to REO Disposition Services (the “ Internal Cost Variance ”), the Owner/Servicer shall reimburse the Subservicer the documented incremental costs and incremental expenses incurred by Subservicer with respect to interaction and cooperation with any Approved Party that exceeds the Subservicer’s prior costs related thereto; provided that (i) the Subservicer shall use commercially reasonable efforts to minimize such incurred costs and expenses and (ii) the Owner/Servicer shall have no obligation to reimburse the Subservicer for any costs and expenses related to changes in Subservicer's servicing systems, technology systems, servicing processes and/or training/re-training employees, in each case, in connection with the initial implementation and on-boarding. The Subservicer shall provide the Owner/Servicer any and all supporting documentation reasonably necessary to review the Internal Cost Variance asserted by Subservicer (supporting documentation may include invoices, reports and any other documentation or evidence which reasonably substantiates the alleged Internal Cost Variance) and the Owner/Servicer must reasonably agree with such Internal Cost Variance prior to the Owner/Servicer reimbursing the applicable incremental costs and incremental expenses as set forth above. The Owner/Servicer shall be reasonable with

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respect to any requests to change any Approved Party or Critical REO Disposition Vendor. In connection with the foregoing, the parties hereby agree that it would not be “reasonable” [***] . Any Approved Party shall be onboarded in accordance with and subject to the provisions in Section 2.3(f) of this Agreement.

(d) Subject to the terms of the Subservicer’s existing contracts, as soon as reasonably practicable and in no event later than ninety (90) calendar days after the date hereof, the Subservicer shall not sign any new property-level listing agreements which cannot be terminated within sixty (60) calendar days after the applicable Transfer Date.

(e) To the extent that the Owner/Servicer does not engage an Approved Party and directs the Subservicer in writing to either (i) engage a vendor to perform REO Disposition Services (which such vendor shall be approved by the Owner/Servicer in its sole discretion and subject to the Owner/Servicer approving the terms and conditions of the arrangement with such vendor) or (ii) utilize the Critical REO Disposition Vendor(s), in each case, the Subservicer shall comply with all Applicable Requirements related to the maintenance of REO Property, including without limitation all requirements set forth in the applicable Servicing Agreement. The Subservicer shall maintain on each REO Property monthly fire, hazard and, to the extent required and available under the national flood insurance program, flood insurance, all in the amounts and with such coverage as required under Applicable Requirements.

(f) In addition to the Subservicer’s indemnification obligations set forth in Section 8.2 , the Subservicer hereby agrees to indemnify and hold the Owner/Servicer harmless against any and all Losses resulting from or arising out of Subservicer [***].

(g) The Owner/Servicer shall be responsible for obtaining and maintaining any liability coverage insuring the Owner/Servicer.

Section 2.11. Books and Records; Access to Facilities.

(a) Subject to Section 10.17 , the Subservicer shall keep accessible and retrievable, and make available to the Owner/Servicer upon the Owner/Servicer’s reasonable request, copies of all records relating to the Subservicing of the Mortgage Loans under this Agreement, including records related to foreclosure and Loss Mitigation. The Owner/Servicer shall have the right to examine, audit or conduct diligence on the Subservicer and the Servicing Rights, Mortgage Loans. In such reviews, the Subservicer will allow the Owner/Servicer, its Affiliates, and its Representatives (other than Representatives that are business competitors of Subservicer), during normal business hours and upon reasonable notice and provided that such review shall not unduly or unreasonably interrupt the Subservicer’s business operations, to, at any time and from time to time, access to review all of Subservicer’s origination and servicing platform, the Mortgage Files, facilities, employees, servicing files, servicing documents, servicing records, data tapes, computer records, servicing systems, and other computer and technology systems or other information pertaining to this Agreement, any Servicing Agreement, the Servicing Rights, the Mortgage Loans, P&I Advances, the Servicing Advances and the Subservicer’s general servicing

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practices and procedures. The Subservicer may require that any Persons performing such due diligence on behalf of the Owner/Servicer agree to the same non-disclosure and confidentiality agreements set forth in Section 10.12 . In furtherance thereof, the Subservicer shall provide such information, data and materials as reasonably requested by the Owner/Servicer in furtherance of this Section 2.11 . The Owner/Servicer shall pay its own expenses in connection with any such examination; provided further, to the extent the Owner/Servicer reasonably determines that additional diligence is necessary as a result of (x) incorrect or inaccurate information provided to Owner/Servicer by Subservicer or (y) the Subservicer’s (actual or reasonably alleged) failure to observe or perform any or all of the Subservicer’s covenants and obligations under this Agreement (including errors in judgment), in each case, the Subservicer shall reimburse the Owner/Servicer up to $500,000.00 per year for the incremental costs and expenses of conducting such additional diligence. With respect to any reviews under this clause (a) that exceed one (1) review in any three-month period (absent an event occurring under Section 5.3 ), the out-of-pocket and internally allocated costs and expenses, as applicable, incurred by the Subservicer in connection with such additional review shall be at the Owner/Servicer’s expense as further set forth in Section 2.3(d) . In addition, upon Owner/Servicer’s request, the Subservicer shall make its chief financial officer, treasurer or other senior executive that is both authorized and sufficiently well-informed to speak to Subservicer’s financial condition, available to discuss Subservicer’s financial condition, including its current liquidity, promptly but no less than two (2) Business Days after such request.

(b) The Subservicer shall cooperate in good faith with the Owner/Servicer and it Representatives and regulators in responding to any reasonable inquiries regarding the Subservicer’s Subservicing of the Mortgage Loans and the Subservicer’s compliance with, and ability to perform its obligations under, the provisions of this Agreement and Applicable Requirements, including without limitation inquiries regarding the Subservicer’s qualifications, expertise, capacity and staffing levels, training programs, work quality and workload balance, reputation (including complaints), information security, document custody practices, business continuity and financial viability, monitoring and oversight of the Vendors, Off-shore Vendors and Default Firms as well as the current accuracy of the representations and warranties made by the Subservicer in Article VII . The Subservicer shall reasonably cooperate to provide to the regulatory authorities supervising Owner/Servicer or its Affiliates and the examiners and supervisory agents of such authorities, access to the documentation required by applicable regulations of such authorities supervising Owner/Servicer or its Affiliates with respect to the Mortgage Loans. The Owner/Servicer may request, and the Subservicer shall cooperate with, reasonable periodic reviews of the Subservicer’s performance and competence under this Agreement to confirm timeliness, completeness, and compliance with all Applicable Requirements and the provisions of this Agreement, and to confirm that foreclosures are conducted in a manner consistent with Applicable Requirements and any regulatory orders, directives or guidance applicable to the Owner/Servicer, the Subservicer, or their Affiliates. The Subservicer shall provide the Owner/Servicer with at least ninety (90) days’ prior written notice if it intends to discontinue or change its current servicing system of record.

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(c) The Subservicer shall provide the Owner/Servicer and its Representatives with access to its systems for access to data and reports to allow the Owner/Servicer to monitor the Mortgage Loans. Owner/Servicer shall not have any limitations on the amount of access to such systems and shall not have any limitation on “page views” or downloading therein. Through such access to systems, the Owner/Servicer shall be provided with unlimited access on demand to certain reports and data referenced in this Agreement. Such access to systems shall have targeted availability of twenty-four hours a day, three-hundred sixty-five (365) days per calendar year with a targeted uptime of ninety-eight percent (98%) per month not to include scheduled maintenance. The Subservicer shall provide the Owner/Servicer at least five (5) Business Days’ notice prior to any scheduled maintenance or other scheduled access interruption of such access to systems; provided that the Subservicer shall immediately notify the Owner/Servicer of any unscheduled access interruptions. The Subservicer shall use commercially reasonable efforts to address any access or availability issues on the same Business Day on which such issues arises. During any such unscheduled access interruptions, the Subservicer shall use commercially reasonable efforts to provide the Owner/Servicer certain reports and data in an alternative medium. The Subservicer’s access to systems shall allow access to the following data and documents: (i) imaged Mortgage Loan Documents and Mortgage Servicing Files in Subservicer’s possession or control; (ii) imaged copies of all Mortgagor communications; (iii) records of all Mortgagor communications; (iv) imaged copies of all litigation, bankruptcy, foreclosure related solely to each Mortgage Loan (for the avoidance of doubt, such imaged copies of litigation, bankruptcy and foreclosure will not include those unrelated to the Mortgage Loans); (v) current commentary regarding all Mortgagor communications and all activity related to each Mortgage Loan with sufficient detail to understand the status of any issues; (vi) an identifier of the Default Firm(s) engaged relating to the Mortgage Loan, if applicable; (vii) call transcripts; (viii) call recordings (unless call recordings are otherwise electronically made available to the Owner/Servicer, (ix) insurance, including [***] if applicable, and hazard and flood insurance; (x) single point of contact; and (xi) the documents and materials described in Section 2.18(e) .

(d) Subject to Section 10.17 , the Subservicer shall deliver to the Owner/Servicer the results of any and all reviews or audits conducted by or obtained by the Corporate Parent, the Subservicer, its Vendors, Off-shore Vendors, Default Firms, agents or representatives (including internal and external auditors) to the extent set forth in Exhibit Q hereto. To the extent the Subservicer is prohibited from delivering such results to the Owner/Servicer, the Owner/Servicer and the Subservicer agree that such reporting may be conducted onsite at the Subservicer’s location, or may be accomplished via secure electronic means, to the extent such onsite or electronic diligence is otherwise permitted. The Subservicer and the Owner/Servicer acknowledge that the availability of certain information from the Subservicer’s Vendors, Off-shore Vendors, Default Firms and/or other agents and representatives is subject to the requirements and limitations of the contractual relationship between the Subservicer and that party.

(e) For critical systems relied upon by the Subservicer in connection with its obligations under this Agreement, the Subservicer shall, for each year starting the year in

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which the Effective Date occurs and for so long as Subservicer performs the Subservicing under this Agreement and in accordance with the delivery timing set forth in Exhibit E-1 , provide (i) the Owner/Servicer with a copy of the SOC 1 Type II report applicable to the services or products (or equivalent report(s), solely to the extent Subservicer proposes such equivalent report(s) in advance to Owner/Servicer and are reasonably satisfactory to Owner/Servicer) of Subservicer’s data processing environment and internal controls related to the obligations or services under this Agreement, as well as (ii) copies of each SOC report or equivalent report(s) applicable to the services or products provided by the Critical Vendors. Each report described in clauses (i) and (ii) above must be performed by a nationally recognized independent audit firm (provided that Subservicer’s current audit firm shall be deemed acceptable) and shall be substantially consistent with the scope and form provided to Owner/Servicer in the report related to the period from October 1, 2015 to September 30, 2016. Any requests by the Owner/Servicer to expand the scope of such reports shall be subject to Section 2.3 . To the extent any such SOC 1 Type II attestation (or permitted equivalent report(s)) described in clause (i) or (ii) above results in findings, the Subservicer shall make commercially reasonable efforts to remediate and respond promptly to any reasonable inquiries regarding any such findings from the Owner/Servicer and its external auditor. Subject to Section 10.17 , in the event the Subservicer is prohibited from providing any of the reports or reviews required under this Section 2.11(e ) to the Owner/Servicer, the Subservicer shall cooperate with the Owner/Servicer and use commercially reasonable efforts to obtain the necessary consents to provide such reports or reviews to the Owner/Servicer.

(f) The Subservicer shall promptly upon written request provide to the Owner/Servicer and any Master Servicer, or any Depositor (or any designee of the Depositor, such as an administrator) if a Master Servicer has not been identified under the applicable Servicing Agreement, a written description (in form and substance reasonably satisfactory to the Owner/Servicer) of the role and function of each Vendor utilized by the Subservicer, specifying (i) the identity of each such Vendor, (ii) which (if any) of such Vendors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Vendor identified pursuant to clause (ii) of this Section 2.11(f). The Subservicer shall cause any Vendor determined by the Subservicer in its commercially reasonable discretion, applying substantially the same criteria in its determination as applied in the Subservicer's 2016 Regulation AB reporting, to be “participating in the servicing function” used by the Subservicer to comply with the provisions of Section 2.11(g) of this Agreement to the same extent as if such Vendor were the Subservicer.

(g) Each calendar year, on or before five (5) Business Days prior to the earliest due date under any Servicing Agreement applicable to Subservicer in its role as Master Servicer or any Servicing Agreement applicable to Subservicer in its role as subservicer, the Subservicer shall (to the extent provided for under the applicable Servicing Agreement) with respect to each Investor:

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(i) deliver to the Owner/Servicer a report regarding the Subservicer’s assessment of compliance during the immediately preceding calendar year substantially in the form of the Subservicer’s 2016 Regulation AB reports as primary servicer and master servicer (or as otherwise specified in the applicable Servicing Agreement), as required under Rules 13a-18(c) and 15d-18(c) of the Exchange Act and Item 1122(b) of Regulation AB. Such report shall be signed by an authorized officer of the Subservicer;

(ii) deliver to the Owner/Servicer a report of a nationally recognized independent audit firm that attests to, and reports on, the assessment of compliance made by the Subservicer and delivered pursuant to Section 2.11(g)(i) . Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii) cause each Vendor determined by the Subservicer pursuant to Section 2.11(f) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Subservicer, an assessment of compliance and accountants’ attestation as and when provided in this Section 2.11(g) , which shall be delivered with the Subservicer’s report as provided in 2.3(g)(i);

(iv) if required by the Servicing Agreement, deliver, and cause each Vendor described in Section 2.11(g)(iii) to deliver, to the Owner/Servicer, and any other Person that will be responsible for signing the certification (a “ Sarbanes Certification ”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification, signed by the appropriate officer of the Subservicer, in the form set forth in the applicable Servicing Agreement; and

(v) deliver to the Owner/Servicer a statement of compliance addressed to the Owner/Servicer and such Depositor and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement (which shall be delivered as a separate statement to the Owner/Servicer only) and any applicable Servicing Agreement during such period has been made under such officer’s supervision, and (B) to the best of such officers’ knowledge, based on such review, the Subservicer has fulfilled all of its obligations under this Agreement and any applicable Servicing Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

Section 2.12. Insurance.

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The Subservicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy (collectively, the “ Fidelity and Errors and Omissions Insurance ”), with broad coverage on all officers, employees or other Persons acting in any capacity with regard to the Mortgage Loans to handle funds, money, documents and papers relating to the Mortgage Loans. The Fidelity and Errors and Omissions Insurance shall be underwritten by an Insurer that has a current rating acceptable under Fannie Mae and Freddie Mac requirements and the applicable Servicing Agreement. The Fidelity and Errors and Omissions Insurance shall protect and insure the Subservicer against Losses, including forgery, theft, embezzlement, errors and omissions, negligent and fraudulent acts of such Persons. The Fidelity and Errors and Omissions Insurance shall also protect and insure the Subservicer against Losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and Applicable Requirements and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby.

No provision of this Section 2.12 requiring the Fidelity and Errors and Omissions Insurance shall diminish or relieve the Subservicer from its duties and obligations as set forth in this Agreement. The minimum coverage under any such Fidelity and Errors and Omissions Insurance shall be at least equal to the greater of (i) the corresponding amounts required pursuant to the Fannie Mae Guides or as otherwise waived or permitted by Fannie Mae, (ii) the corresponding amounts required by Applicable Requirements or (iii) such other amount required under the applicable Servicing Agreement. Promptly following request of the Owner/Servicer or the Investor, the Subservicer shall cause to be delivered proof of coverage of the Fidelity and Errors and Omissions Insurance. At the timing set forth in Exhibit E-1 , the Subservicer will deliver or make available its then-current Fidelity and Errors and Omissions Insurance and will notify the Owner/Servicer promptly if such Fidelity and Errors and Omissions Insurance is terminated without replacement.

Section 2.13. Advances.

(a) Servicing Advances .

The Subservicer shall, from time to time during the term of this Agreement, make Servicing Advances as required under the applicable Servicing Agreement and Applicable Requirements, provided, however, that such Servicing Advances shall be made in compliance with the Advance Policy. For the avoidance of doubt, the Advance Policy, as it relates to the making of Servicing Advances, does not apply to any Servicing Advance made prior to the applicable Transfer Date.

The Subservicer shall not make any Servicing Advance unless such Servicing Advance is in compliance with the Advance Policy unless otherwise expressly directed by Owner/Servicer in writing to make such Servicing Advance in accordance with Section 2.3 of this Agreement.

The Subservicer shall not have any obligation to notify the Owner/Servicer before making any Servicing Advances that are permitted under the Advance Policy and the applicable Servicing Agreement.

The Subservicer shall provide the Owner/Servicer such loan-level detail and advance-level detail information regarding Servicing Advances made in the format and timing set forth in Exhibit

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E-1 . On an as-needed basis, the Subservicer shall identify any outstanding Servicing Advances which the Subservicer has determined are not recoverable and the specific reason why such Servicing Advances are not recoverable and whether such Servicing Advance, if made by the Subservicer, complied with the Advance Policy. For the avoidance of doubt, the Subservicer shall make any advance necessary as required by all federal, state and local legal and regulatory requirements (including, without limitation, laws, statutes, rules, regulations and ordinances) .

(b) P&I Advances .

The Subservicer shall, from time to time during the term of this Agreement, make P&I Advances as required under the applicable Servicing Agreement and Applicable Requirements, provided, however, that such P&I Advances shall be made in compliance with the Advance Policy.

The Subservicer shall not make any P&I Advance unless such P&I Advance is in compliance with the Advance Policy unless otherwise expressly directed in writing by Owner/Servicer to make such P&I Advance in accordance with Section 2.3 of this Agreement.

If the Subservicer reasonably determines that on any Remittance Date for an Investor there will not be adequate Custodial Funds in the related Custodial Account to be remitted for payment to an Investor, then the Subservicer shall provide the Owner/Servicer written notice of the amount required to be deposited in such Custodial Account pursuant to the applicable Servicing Agreement so that the Custodial Account will have funds on deposit at least equal to the amount required to be remitted to the applicable Investor. The Subservicer shall provide the Owner/Servicer and the Owner/Servicer’s lender(s) (as identified to the Subservicer by the Owner/Servicer) such written notice no later than 1:00 p.m. New York City time on the first (1 ^st ) Business Day prior to the date on which the respective Custodial Accounts are required to be funded with regard to the respective Remittance Date which notice shall contain an estimate of the P&I Advance required to be advanced by the Owner/Servicer. Subject to resolution of any obvious or manifest errors in such estimate, on such date, the Owner/Servicer shall fund (or cause to be funded) the amount set forth in the written notice provided by the Subservicer (or such lesser amount as reasonably determined by the Subservicer) via wire transfer into the applicable Custodial Account or such other aggregation account as directed by the Subservicer. To the extent the amounts that the Owner/Servicer (or its lender(s)) fund exceed the amounts required to be remitted to the applicable Investor on the applicable Remittance Date, the Subservicer shall remit such excess funds to the Owner/Servicer or lender(s), as applicable, no later than two (2) Business Days after such Remittance Date (or netted against the next Business Days’ advance reimbursements if mutually agreed by the parties).

(i) The Subservicer shall cooperate with the Owner/Servicer, Owner/Servicer’s lender(s) and any Rating Agency or other third party in connection with the Owner/Servicer’s financing of any Servicing Advances.

(ii) The Subservicer shall be entitled to be reimbursed for all Servicing Advances made by the Subservicer in accordance with this Agreement on a daily basis as further described in this Section 2.13(c) . Each Business Day, the Subservicer

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shall provide the Owner/Servicer and the Owner/Servicer’s lender(s) (as identified to the Subservicer by the Owner/Servicer) with a report as set forth on Exhibit E-1 evidencing Servicing Advances made by the Subservicer in the previous Business Day. For the avoidance of doubt, images of invoices will not be required for purposes of reimbursement pursuant to this Section 2.13(c)(ii) .

(iii) Promptly upon Owner/Servicer’s lender’s receipt of the information provided pursuant to Section 2.13(c)(ii) (the “ Servicing Advances Reimbursement Date ”), subject to resolution of any obvious or manifest errors, the Owner/Servicer shall remit (or cause to be remitted) the amount set forth in the written invoice or other customary documentation provided by the Subservicer for all such Servicing Advances (or such lesser amount as reasonably determined by the Subservicer) via wire transfer to the Subservicer on such Servicing Advances Reimbursement Date.

(iv) Except with respect to obvious or manifest errors, Subservicer and Owner/Servicer shall resolve any disputes regarding Servicing Advances in accordance with Section 2.13(e) .

(v) Notwithstanding any provision in this Agreement to the contrary, the Subservicer shall reimburse the Owner/Servicer for any Servicing Advances (as part of the daily remittance of the Owner/Servicer Economics) made by the Subservicer and reimbursed by the Owner/Servicer in the event (x) the applicable Investor declines to reimburse such Servicing Advance as a result of the failure of the Subservicer to service the related Mortgage Loan in accordance with Applicable Requirements or (y) it is determined that such Servicing Advance is not eligible for reimbursement under the applicable Servicing Agreement (unless such Servicing Advance is permitted to be made under the Advance Policy and in accordance with Section 2.13(a) .

(d) Recovery of P&I Advances and Servicing Advances from Mortgagors .

The Subservicer shall use commercially reasonable efforts to collect and recover from the related Mortgagors, Investors, or Insurers in accordance with Applicable Requirements and the Advance Policy, all P&I Advances, Owner/Servicer Expenses (to the extent applicable) and Servicing Advances made by the Subservicer or any prior servicer or subservicer.

The Subservicer shall withdraw funds from the Custodial Accounts to reimburse any Servicing Advances, Owner/Servicer Expenses and/or P&I Advances as soon as possible as permitted under the related Servicing Agreements and the Advance Policy; provided that, the Advance Policy shall allow for certain delays related to the protection of investment grade bonds. Any reimbursements of Servicing Advances and/or P&I Advances shall be deposited to the Subservicer’s clearing account within one (1) Business Day after its receipt thereof. The Subservicer shall then remit any such reimbursements to such account or accounts designated in writing from time to time by the Owner/Servicer (or any transferee of the rights to reimbursement therefor) no later than two (2) Business Days after such amounts are deposited into the clearing account.

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To the extent any Servicing Agreement does not have provisions or otherwise contemplate the prioritization for recovery of Servicing Advances, Servicing Fees and/or P&I Advances, the Subservicer shall calculate any loss at liquidation associated with nonrecoverable advances in a manner that minimizes such loss to the Owner/Servicer (i.e., utilizing loan-level proceeds to reduce items which do not benefit from a general collections backstop before items which may be reimbursed on a pool-level basis).

The Subservicer shall cooperate in good faith with the Owner/Servicer to pursue full reimbursement of outstanding P&I Advances, Owner/Servicer Expense and Servicing Advances and shall indicate in the monthly reporting if it determines the recoverability of any such P&I Advances or Servicing Advances is at risk.

In the event a P&I Advance or a Servicing Advance is determined to be nonrecoverable under the applicable Servicing Agreement as a result of the Subservicer’s failure to comply with the Advance Policy (other than as a result of Subservicer’s compliance with the instruction of Owner/Servicer in accordance with Section 2.3), the Subservicer shall be required to reimburse the Owner/Servicer for the amount of any such advance that was funded or reimbursed by the Owner/Servicer within ten (10) Business Days following the determination that such advance was nonrecoverable.

(e) Advance Dispute Resolution .

Except with respect to obvious and manifest errors otherwise resolved by the parties, disputes regarding P&I Advances or Servicing Advances shall be resolved in the manner set forth in Schedule 2.13(e).

Section 2.14. Solicitation.

Except as otherwise permitted under Exhibit B of this Agreement, the Subservicer, the Corporate Parent, their respective Affiliates, agents and representatives shall not, without the prior written consent of the Owner/Servicer, solicit Mortgagors for a refinance of the Mortgage Loans, or for accident, health, life, property and casualty insurance, or any other non-mortgage related products or services, except for products or processes that facilitate normal servicing activities, such as “speedpay” or automatic payment plans. Only upon receipt of the prior written consent of the Owner/Servicer and in accordance with Applicable Requirements, shall the Subservicer be entitled to solicit individual Mortgagors for accident, health, life, property and casualty insurance and any other mortgage refinancing or non-mortgage related products or services that the Subservicer and the Owner/Servicer deem appropriate. The Subservicer shall retain any resulting commission or other income in such amounts not to exceed those approved by the Owner/Servicer. The Subservicer covenants to the Owner/Servicer that it shall not solicit any Mortgagor for prepaid single-premium credit life, credit disability, credit unemployment, credit property, accident or health insurance, or any other single-premium insurance product. For the avoidance of doubt, it is understood and agreed that advertising and promotions undertaken by the Subservicer or any Affiliate of the Subservicer which are directed to the general public at large or segments thereof that do not target the Mortgagors, including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio, television advertisements and advertisements and offers appearing to the general public on Subservicer’s website, which may also appear on Subservicer's webpages

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following log-in by consumers (provided such advertisements are not targeted to such consumers), shall not constitute solicitation under this Section 2.14 .

Section 2.15. HAMP.

The Subservicer acknowledges that the Mortgage Loans may include mortgage loans modified under HAMP and Mortgage Loans that may now or in the future be subject to other local, state or federal government mortgage-related programs that currently exist or may exist in the future. The Subservicer confirms that it is aware of the special requirements for such Mortgage Loans that currently exist or may exist in the future and the Subservicer agrees to assume the additional responsibilities associated with servicing such Mortgage Loans and to take such actions as are necessary to comply with such programs. With respect to each Mortgage Loan subject to a trial payment period pursuant to HAMP as of the related Transfer Date, the Subservicer shall take all actions required of a servicer participating in HAMP to complete such trial payment period and implement the related loan modification. The Subservicer will cooperate in good faith in connection with any audit, inspection, review, or investigation of the Subservicer’s compliance with or reporting under HAMP or other government program related to the Mortgage Loans.

The Owner/Servicer shall take all commercially reasonable actions necessary to enable HAMP fees to be paid to Subservicer.

Section 2.16. Purchase Agreement Obligations.

From time to time during the term of this Agreement, the Owner/Servicer may enter (or has already entered) into certain mortgage servicing rights purchase agreements or similar agreements other than the Transfer Agreement (each such other agreement, an “ MSRPA ” and collectively, the “ MSRPAs ”) which set forth conditions, qualifications and covenants, and servicing, cooperation, reporting, servicing transfer and qualification requirements that the Owner/Servicer is obligated to meet or obligated to cause its subservicer to meet (the “ MSRPA Requirements ”). To the extent the Owner/Servicer anticipates utilizing the Subservicer as the subservicer pursuant to this Agreement for servicing rights purchased pursuant to an MSRPA, the Owner/Servicer shall provide the Subservicer with a copy of the current draft or executed version, as applicable, of such MSRPA (redacted for confidential information) for the Subservicer’s review and approval. If (i) the Subservicer notifies the Owner/Servicer of its approval of any such MSRPA (which may be delivered via e-mail), and (ii) solely with respect to MSRPA which have not been executed prior to the Effective Date, the Owner/Servicer executes the same, such MSRPA shall be included as part of Exhibit L to this Agreement, containing all operative MSRPAs relevant hereto. By its approval of any MSRPA, the Subservicer shall be obligated hereunder to perform the obligations of the Owner/Servicer under such MSRPA to the extent necessary to satisfy any such MSRPA Requirements. The Owner/Servicer and the Subservicer shall consider whether such additional MSRPA obligations or loan-level characteristics require revision to the Performance Triggers and shall reflect any agreed upon adjustments in the related Acknowledgment Agreement or other documentation acceptable to the parties.

Section 2.17. Pending and Completed Loss Mitigation.

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With respect to the Mortgage Loans, the Subservicer shall (a) accept and continue processing any loan modification, deed in lieu, short sale, or other Loss Mitigation requests pending at the time of the applicable Transfer Date in accordance with Applicable Requirements, (b) honor outstanding trial and permanent loan modification, deeds in lieu, short sales, or other Loss Mitigation agreements in accordance with Applicable Requirements, including without limitation, any trial or permanent loan modifications made under HAMP, and (c) correctly apply payments with respect to Mortgage Loans for which the related Mortgagor is a debtor in a case under Chapter 13 of the United States Bankruptcy Code of 1986, as amended, at the time of the applicable Transfer Date. Owner/Servicer and Subservicer acknowledge and agree that the Mortgagors under the Mortgage Loans subject to any of the modification or loss mitigation actions described in the preceding sentence shall be third party beneficiaries of the obligations in the preceding sentence.

Section 2.18. Disaster Recovery Plan.

The Subservicer shall maintain its current business continuity plan (“ BCP ”) that addresses the continuation of services if an incident (act or omission) impairs or disrupts the Subservicer’s obligation to provide the services contemplated under this Agreement, as may be modified from time to time. The Subservicer agrees to provide the Owner/Servicer (and any applicable regulatory agencies having jurisdiction over the Owner/Servicer) with a copy of its entire BCP promptly following the Owner/Servicer’s request. The Subservicer warrants that the BCP conforms to Applicable Requirements and generally accepted industry standards for business continuity planning (collectively, the “ BCP Standards ”), which include, but are not limited to, recovery strategy, loss of critical personnel, restoring access to documents and data to the Owner/Servicer, documented recovery plans covering all areas of operations pursuant to this Agreement, vital records protection, and testing plans. The Subservicer will maintain and test the BCP at regular intervals (no less frequently than annually) to ensure that the BCP complies with BCP Standards and shall provide reporting of the test results to the Owner/Servicer upon request. The Subservicer will comply with the BCP during the term of this Agreement. The Subservicer shall notify the Owner/Servicer promptly of any material modifications to the BCP.

The Subservicer shall provide disaster recovery and backup capabilities and facilities through which it will be able to perform its obligations under this Agreement with minimal disruptions or delays. The recovery strategy shall, at a minimum, provide for recovery after short and long term disruptions in facilities, environmental support, workforce availability and data processing equipment. If requested by the Owner/Servicer, the Subservicer must provide evidence of its capability to meet any applicable regulatory requirement concerning business continuity applicable to the Owner/Servicer or the Subservicer. The Subservicer shall notify the Owner/Servicer immediately (and in any event, within twelve (12) hours) of the occurrence of any catastrophic event that affects or could affect the Subservicer’s performance of the services contemplated under this Agreement.

The BCP shall include appropriate provisions to ensure the continued availability of critical third-party services and to ensure an orderly transition to new service providers should that become necessary. The Subservicer shall comply with the Vendor Oversight Guidance with respect to business continuity plans of Vendors. Subject to Sections 10.17 and 2.4 , the Subservicer shall

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require that any of its Vendors, Off-shore Vendors and Default Firms providing critical services with respect to this Agreement provide copies of their own business continuity plans to the Subservicer and the Subservicer shall make such plans available to the extent set forth in Exhibit Q .

Section 2.19. Subservicer Performance Standards.

The Subservicer shall perform its obligations under this Agreement in accordance with the following standards:

(a) The Subservicer shall (i) develop and maintain client management protocols (escalation procedures to be utilized by Owner/Servicer, if needed) as set forth in Exhibit N and (ii) dedicate to its relationship with Owner/Servicer two (2) fulltime employees, who will be available to Owner/Servicer during normal business hours to answer questions, handle requests for information, coordinate change requests, monitor reporting timelines, and to schedule calls with business units in accordance with such protocols.

(b) The Subservicer shall use commercially reasonable efforts to resolve to the reasonable satisfaction of the Owner/Servicer any instances of failure to service the Mortgage Loans in accordance with Applicable Requirements or this Agreement identified by the Owner/Servicer within a reasonable and mutually agreed upon timeframe.

(c) The Subservicer will maintain adequate staffing, training and procedures in fulfillment, collections, Loss Mitigation, customer service, customer complaint, foreclosure, REO and bankruptcy departments in accordance with Applicable Requirements, including without limitation guidance provided by the CFPB and other Governmental Authorities.

(d) The Subservicer will maintain adequate foreclosure/bankruptcy staffing to address market conditions and heightened industry focus on current mortgage servicing issues as it relates to defaulted loans and ownership.

(e) The Subservicer shall input all material information concerning each Mortgage Loan into the Subservicer’s servicing system of record and shall image and maintain all correspondence and Subservicing documents it prepares or obtains relating to the Mortgage Loans.

(f) All data and information provided by the Subservicer to the Owner/Servicer or an Investor, or to any other third party at the request or on behalf of the Owner/Servicer pursuant to this Agreement, shall be true, accurate and complete in all material respects; provided , that , the Subservicer shall not be liable for inaccurate information that is based on information provided by the Owner/Servicer, an originator, or a prior servicer (other than the Subservicer or an Affiliate of the Subservicer) unless the Subservicer knew of such inaccuracy or reasonably should have known of such inaccuracy pursuant to Applicable Requirements.

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(g) Unless otherwise agreed to by the Subservicer and the Owner/Servicer in a SLA attached hereto, no later than forty-five (45) calendar days after the end of each calendar quarter, the Subservicer shall deliver to the Owner/Servicer the following platform-wide customer service statistics (or such other statistics reasonably requested by the Owner/Servicer): (i) staffing numbers changes, including turnover numbers and outsourced vs. internal; (ii) staffing location changes, including off-shore moves; (iii) advance notice of any outsourcing of consumer-facing staff; (iv) changes to staff scoring methodology; (v) changes to training programs; (vi) numbers of calls/month; (vii) numbers of call monitored each month; (viii) changes to credit-reporting practice; and (ix) answer times, hold times and other measurements of consumer call performance as reasonably requested by the Owner/Servicer.

Section 2.20. Sanction Lists; Suspicious Activity Reports.

(a) The Subservicer represents, warrants and covenants that it has, and shall maintain, policies and internal controls reasonably designed to comply with the economic sanctions (the “ Sanction Lists ”) administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“ OFAC ”) and the requirements of this Section 2.20(a) . The Subservicer shall screen all existing Mortgagors and related mortgage participants monthly against the Sanction Lists. The Subservicer’s policies shall detail steps (i) to identify and resolve potential matches against the Sanction Lists, and (ii) required for record retention in accordance with regulatory requirements. The Subservicer shall promptly notify the Owner/Servicer of any unresolved potential matches against the Sanction Lists.

(b) The Subservicer represents, warrants and covenants that is has, and shall maintain, policies, training and internal controls reasonably designed to detect and investigate potential suspicious activity and fraud by Mortgagors and related mortgage participants in compliance with the requirements of this Section 2.20(b) . The Subservicer will promptly disclose to the Owner/Servicer potentially suspicious or unusual activity detected as part of the services performed on behalf of the Owner/Servicer. The Subservicer represents and warrants that it has processes in place for such escalation and disclosure process. The Subservicer represents that it will coordinate the filing of any necessary Suspicious Activity Reports (“ SARs ”) with respect to the Mortgagors and related mortgage participants with a designated representative of the Owner/Servicer, if appropriate, and will maintain records of all such SARs filed and investigations performed in accordance with regulatory requirements. The Subservicer further represents, warrants and covenants that it has, and shall maintain, policies regarding (i) conducting investigations in a timely manner that is consistent with regulatory expectations and requirements, (ii) maintaining appropriate records for reviews, investigations and escalations, and (iii) if applicable, reviewing requests made pursuant to Section 314(a) of the USA PATRIOT ACT through the Financial Crimes Enforcement Network.

Section 2.21. Litigation Management.

Any litigation related solely to a single Mortgage Loan and incidental to the Subservicer’s servicing obligations hereunder (other than litigation between or among the Owner/Servicer, on the

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one hand, and the Subservicer, on the other hand) shall be managed by the Subservicer or its counsel on behalf of the Owner/Servicer or the Investor, as applicable, such as foreclosure, evictions, quiet title and bankruptcy filings, at the Subservicer’s internal expense with respect to administration of such litigation (excluding, however, third party costs such as reasonable out-of-pocket attorneys’ fees and expenses for which the Owner/Servicer shall remain responsible and which shall be a Servicing Advance hereunder) unless reimbursed from a third party pursuant to Applicable Requirements. Any and all such proceedings described in this paragraph shall be taken by the Subservicer in its own name on behalf of the Owner/Servicer or the Investor, as applicable.

At any time subsequent to the Effective Date, the parties may mutually agree to specific litigation protocols for the purpose of managing litigation relating to the Mortgage Loans.

Section 2.22. Financial Covenants and Information; Covenant Compliance Reporting; [***].

(a) The Subservicer shall at all times comply with all (i) financial requirements set forth in the applicable Servicing Agreement [***].

(b) On a monthly basis, the Subservicer shall provide the Owner/Servicer with sufficient supporting documentation and backup that will allow the Owner/Servicer to verify and validate that the Subservicer is in compliance with the financial requirements set forth in the applicable Servicing Agreement [***]. No later than the last day of the month (or if such day is not a Business Day, the next succeeding Business Day) after the end of each month, the Subservicer shall provide the Owner/Servicer with a certificate, signed by the chief financial officer of the Subservicer and the Corporate Parent, in the form attached hereto as Exhibit H (the “ Monthly Financial Covenant Certification ”), with supporting documentation and backup (including but not limited to any interim and audited financial statements prepared by the Subservicer, Corporate Parent’s and any accountant engaged by the Subservicer or Subservicer’s Parent) that will allow the Owner/Servicer to verify, validate and corroborate the certifications made in each Monthly Financial Covenant Certification.

ARTICLE III
AGREEMENTS OF THE OWNER/SERVICER

Section 3.1. Transfers to Subservicer.

(a) With respect to any Transfer Date and solely with respect to any Mortgage Loan which is not a Prior Ocwen Serviced Loan, the Owner/Servicer shall deliver the Servicing Transfer In Procedures to the prior subservicer and shall request that such subservicer comply with the Servicing Transfer In Procedures in all material respects. The Subservicer shall work in good faith with prior servicers or subservicers and the Owner/Servicer to finalize and effectuate the Servicing Transfer In Procedures. The Subservicer and the Owner/Servicer shall comply with all Applicable Requirements with respect to servicing transfers, including the CFPB’s rules and/or guidelines with respect to servicing transfers, including without limitation its Bulletin 2014-1 issued on August 19, 2014, which

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may be amended or updated from time to time. The Subservicer and the Owner/Servicer shall provide all reasonable cooperation and assistance as may be requested by the other party in connection with compliance with such requirements, rules and/or guidelines. The Subservicer and the Owner/Servicer shall cooperate after the applicable Transfer Date to promptly resolve all customer complaints, disputes and inquiries related to activities that occurred prior to such Transfer Date or in connection with the transfer of servicing.

(b) With respect to any Mortgage Loan which is not a Prior Ocwen Serviced Loan, pursuant to the Servicing Transfer In Procedures and Applicable Requirements, prior to each Transfer Date, the Subservicer shall use commercially reasonable efforts to obtain the Servicer Transfer Data and the Mortgage Servicing Files from the prior subservicer. The Subservicer may undertake an audit of a sampling of the Servicer Transfer Data and the Mortgage Servicing Files to determine the existence therein of any materially inaccurate or incomplete or missing data, information or documents. If the Subservicer determines, in its reasonable discretion, that there are deficiencies in Servicer Transfer Data or in the related Mortgage Servicing File, the Owner/Servicer and the Subservicer shall cooperate in good faith to cure or correct such deficiencies reasonably necessary for the Subservicer to service the related Mortgage Loans pursuant to this Agreement, subject to reimbursement from Owner/Servicer as set forth in this Section 3.1(b) .

(i) For any Mortgage Loan which is not a Prior Ocwen Serviced Loan, the Owner/Servicer may elect to (a) cure or correct any material deficiencies in the Servicer Transfer Data or the related Mortgage Servicing Files, at the expense of the Owner/Servicer or (b) request that the Subservicer cure or correct such items, in which case the reasonable, actual and documented out-of-pocket costs and expenses or the reasonable, actual and documented internally allocated costs and expenses, as applicable, incurred by the Subservicer in connection with such cure or correction shall be reimbursed by the Owner/Servicer pursuant to Section 2.3(d) . To the extent the Owner/Servicer request the Subservicer to cure or correct such items, the Subservicer shall promptly cure or correct such items.

(ii) [Reserved]

(iii) Solely with respect to any Mortgage Loan which is not a Prior Ocwen Serviced Loan, to the extent the Owner/Servicer declines to cure or correct any material deficiencies in the Servicer Transfer Data or the related Mortgage Servicing Files or declines to engage the Subservicer to do so on its behalf or, upon reasonable effort, such deficiencies are not able to be cured or corrected and are reasonably necessary to be cured or corrected for the Subservicer to service the related Mortgage Loans pursuant to this Agreement, then the Subservicer will have the right to reject the obligation to subservice the related Mortgage Loan by providing Owner/Servicer written notice of such rejection within fifteen (15) Business Days after Owner/Servicer declines to cure or correct such deficiencies.

(c) The Owner/Servicer shall cooperate and shall use reasonable efforts to cause the prior subservicer to cooperate with the Subservicer in providing timely responses to

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inquiries from Mortgagors to the extent information provided with respect to the Mortgage Loans is insufficient to allow the Subservicer to adequately respond without such cooperation.

(d) The Subservicer shall provide the Owner/Servicer with any proposed changes to the Servicing Transfer In Procedures at least sixty (60) days prior to boarding any Mortgage Loans under this Agreement which the Subservicer is not already servicing or subservicing. The Subservicer and the Owner/Servicer shall cooperate in good faith to reach agreement on any proposed changes to the Servicing Transfer In Procedures.

Section 3.2. Pay-off of Mortgage Loan; Release of Mortgage Loan Documents.

(a) Upon pay-off of a Mortgage Loan, the Subservicer will request the applicable Mortgage Loan Documents from the Custodian or the applicable Investor, as the case may be, and upon receipt of same will prepare the appropriate discharge/satisfaction documents, and shall request execution of any document necessary to satisfy the Mortgage Loan or shall execute such document pursuant to a limited power of attorney to be provided by the applicable Investor or shall request such document to be executed by the applicable Investor. The Subservicer shall prepare, execute, and record all satisfactions and releases in accordance with the timeframes and requirements of all Applicable Requirements, and the Subservicer shall reimburse the Owner/Servicer for any and all documented Losses it may incur as a result of the Subservicer’s failure to act in accordance with such Applicable Requirements.

(b) In the event the Subservicer prepares a satisfaction or release of a Mortgage without having obtained payment in full (excluding payments in full or other satisfactions as provided for in a Loss Mitigation plan permitted under Applicable Requirements) of the indebtedness secured by the Mortgage or should it otherwise prejudice any enforcement right the related Investor may have under the mortgage instruments, the Subservicer, upon written demand, shall (i) use commercially reasonable efforts to expunge such satisfaction or release or (ii) if such satisfaction or release cannot be expunged by the Subservicer in such timeframe required under Applicable Requirements, the Subservicer shall remit to the Investor, or indemnify and reimburse the Owner/Servicer for, all amounts required to be paid by the Owner/Servicer under Applicable Requirements as a result of such satisfaction or release.

(c) From time to time and as appropriate for the Subservicing (including, without limitation, insurance claims) or foreclosure of each Mortgage Loan, the Owner/Servicer shall cause the Custodian to, upon request of the Subservicer and only upon delivery to the Custodian of an acceptable servicing receipt signed by an authorized employee of the Subservicer, release the portion of the Mortgage Loan Documents held by the Custodian to the Subservicer. If any Mortgage Loan Documents are to be released to a third-party attorney for purposes of facilitating foreclosure, bankruptcy, or litigation proceedings on behalf of the Subservicer or the Investor, the Subservicer must obtain a commercially acceptable attorney bailee agreement from such attorney, a copy which shall be provided to the Custodian on an as-needed basis.

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(d) The Subservicer shall return the related Mortgage Loan Documents to the Custodian within a timeframe consistent with applicable industry standards following the time such documents are no longer needed by the Subservicer, unless the Mortgage Loan has been liquidated and the liquidation proceeds relating to the Mortgage Loan have been deposited in the related Custodial Account. The Subservicer shall indemnify the Owner/Servicer pursuant to Section 8.2 for any loss or damage of such Mortgage Loan Documents by the Subservicer or its agents, Vendors, Off-shore Vendors or Default Firms.

Section 3.3. Notices.

(a) With respect to Mortgage Loans that are not Prior Ocwen Serviced Loans, the Owner/Servicer shall cause to be provided servicing transfer notices to the related Mortgagors in a timely manner as may be required under Applicable Requirements, including the Real Estate Settlement Procedures Act, as amended, and CFPB Bulletin 2014-1 issued on August 19, 2014. Within fifteen (15) days following each Transfer Date to the extent required pursuant to the Applicable Requirements, the Subservicer shall deliver to each related Mortgagor a “Welcome Letter” in accordance with Applicable Requirements. Notwithstanding the above, the Owner/Servicer, the Subservicer, and the prior servicer or subservicer may agree to send in accordance with Applicable Requirements a joint notification to the related Mortgagors regarding the transfer of the servicing function to the Subservicer. The Subservicer and the Owner/Servicer agree that the form of any notice sent to Mortgagors under this Section 3.3(a) shall be subject to approval by the Owner/Servicer and the Subservicer, not to be unreasonably withheld or delayed.

(b) The Subservicer shall furnish to each Mortgagor each notice (including all required privacy notices, cover letters or other related correspondence) that the Owner/Servicer determines is required to be provided to such Mortgagors in accordance with, and in a form consistent with, Applicable Requirements. In the event the Owner/Servicer requests that the Subservicer provide the annual privacy notice on the Owner/Servicer’s behalf, the Owner/Servicer shall provide the Subservicer with its form notice (and related correspondence for privacy notices) to be furnished to each Mortgagor and reimburse Subservicer for the incremental out-of-pocket printing and mailing expense, provided that Subservicer shall provide Owner/Servicer with a good faith estimate of such expense prior to commencing such mailing. The Subservicer shall not make any material changes to the forms of privacy notice or other related correspondence for privacy notices without the prior approval of the Owner/Servicer. The Subservicer shall comply with all applicable federal and state requirements relating to privacy notices and shall provide the Owner/Servicer upon request with its policies and procedures for complying with Applicable Requirements relating to privacy notices. Any Subservicer privacy notice sent pursuant to this Agreement shall be at the sole cost and expense of the Subservicer without reimbursement. Solely with respect to any relationship letter the Owner/Servicer requests be mailed, which may be effectuated through a stand-alone mailing or via insertion in any Mortgagor's monthly statement, the Owner/Servicer shall pay the incremental costs incurred by the Subservicer with respect to the creation of such letter and the mailing and/or insertion of such letter in the applicable monthly statement. The Subservicer shall track and provide quarterly

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reporting to the Owner/Servicer regarding privacy notices on a loan level basis, including (i) the date the initial and annual privacy notices are mailed to each Mortgagor and (ii) relevant data and information regarding opt-out and opt-in states and elections made by the related Mortgagors.

(c) The Subservicer shall include in the related Mortgage Servicing File a copy of each notice furnished to a Mortgagor pursuant to this Section 3.3 .

Section 3.4. Mortgagor Requests.

The Subservicer shall process requests for partial releases, easements, substitutions, division, subordination, alterations, waivers of security instrument terms, or similar matters in accordance with Applicable Requirements and the Subservicer shall provide a monthly report identifying such processed requests (other than partial releases).

Section 3.5. Power of Attorney.

The Subservicer shall prepare and request the applicable Investors to execute limited powers of attorney that are reasonably necessary in connection with the Subservicing of the Mortgage Loans under the applicable Servicing Agreement. The Owner/Servicer shall cooperate with the Subservicer as necessary to obtain such limited powers of attorney from the applicable Investors. Upon request of Subservicer, the Owner/Servicer shall execute a mutually agreed upon number of limited powers of attorney substantially in the form set forth in Exhibit M hereto and provide such original executed limited powers of attorney to the Subservicer for use in connection with the servicing activities contemplated in this Agreement. The Owner/Servicer agrees to provide additional original executed limited powers of attorney as may be requested by the Subservicer from time to time.

Section 3.6. Affiliated Transactions.

The Owner/Servicer shall comply with its internal policies and procedures concerning transactions with affiliates and related parties in connection with the transactions hereunder.

ARTICLE IV
COMPENSATION

Section 4.1. Subservicing Compensation.

On or prior to each Reporting Date, the Subservicer shall provide the Owner/Servicer, in an electronic format, a monthly report containing data elements detailing all the Owner/Servicer Economics, the Owner/Servicer Expenses and the Subservicer Economics (the “ Reconciliation Report ”) as set forth in in the related Formatted Servicing Report; it being understood that the amounts described in clauses (iv) and (v) of Owner/Servicer Economics, and Owner/Servicer Expenses, may relate to prior periods. Pursuant to Section 2.8(f) , the Subservicer shall provide the Owner/Servicer with sufficient information to reflect the calculation (daily and monthly, as applicable) of the Owner/Servicer Economics, the Owner/Servicer Expenses and the Subservicer

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Economics, including the fees payable to the Subservicer by the Owner/Servicer under this Agreement.

The Owner/Servicer shall pay all non-disputed amounts of the Subservicer Economics and all non-disputed amounts of Owner/Servicer Expenses on a monthly basis, in arrears, on the later of the last Business Day of each month and five (5) Business Days following receipt of the Reconciliation Report, and if reasonably necessary, additional information to confirm and reconcile the Owner/Servicer Economics, Owner/Servicer Expenses and the Subservicer Economics relating to the applicable periods included in the Reconciliation Report, subject to Section 4.3 . To the extent (i) the Owner/Servicer does not pay all non-disputed amounts of the Subservicer Economics within the applicable timeframe set forth in the prior sentence or any amounts owed to the Subservicer hereunder within the timeframe set forth herein (or if not set forth, within two (2) Business Days of Subservicer notifying Owner/Servicer of such amounts being owed) and (ii) the Subservicer provided the Owner/Servicer at least two (2) Business Days’ prior notice of its intention to net such non-disputed amounts, the Subservicer is entitled net and retain all such non-disputed amounts of the Subservicer Economics from the applicable remittance Subservicer makes to the Owner/Servicer pursuant to Section 2.8(f ); provided , further , that the Subservicer may not net or set-off against any portion from the applicable remittance Subservicer makes to the Owner/Servicer pursuant to Section 2.8(f ) that have been sold and/or pledged by the Owner/Servicer in connection with a financing or securitization involving such remittance, including, without, limitation any servicing advance facility or servicing rights financing, in each case except as expressly permitted in writing by the applicable transaction agreements or the applicable purchaser, lender or secured party.

With respect to disputed amounts of the Subservicer Economics, the parties shall follow the procedures set forth in Section 4.3 for resolution of disputes to the extent not otherwise resolved.

The Subservicer shall be entitled to all amounts, to the extent paid, allowed to a servicer from time to time by any governmental or quasi-governmental programs or PMI Companies, as applicable, for engaging in Loss Mitigation with respect to the Mortgage Loans. The Owner/Servicer shall be entitled to the Float Benefit, which amounts (i) shall be remitted by the Subservicer to the Owner/Servicer as part of the Owner/Servicer Economics pursuant to Section 2.8(f) to the extent the applicable Custodial Account(s) or Escrow Account(s) are not in the name of the Owner/Servicer and (ii) Owner/Servicer shall withdraw directly from the applicable Custodial Account(s) or Escrow Account(s) to the extent the applicable Custodial Account(s) or Escrow Account(s) are in the name of the Owner/Servicer. The Subservicer shall be entitled to Ancillary Income and, pursuant to its reporting obligations hereunder, provide to the Owner/Servicer information and data related to the Ancillary Income received and/or paid to the Subservicer. The Subservicer shall provide or make available to the Owner/Servicer its schedule of Ancillary Income charged to the Mortgagors on a quarterly basis in an acceptable searchable electronic format that allows for comparison of the current schedule of Ancillary Income against the schedule of Ancillary Income from the prior quarterly period.

Except as otherwise set forth in this Agreement, the Subservicer and the Owner/Servicer shall each be required to pay all expenses incurred by each, respectively, in connection with their

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respective performance of obligations hereunder, including but not limited to their respective overhead costs and employee salaries.

Section 4.2. Due Date of Payments; Penalties.

In the event either party fails to make a required payment under this Agreement to the other party, the owing party shall be required to pay the other party a finance charge on such amount for each day such payment is delinquent at an annual rate equal to one percent (1%) over the Prime Rate, but in no event greater than the amount permitted by applicable law. Such interest shall be paid by the applicable party on the date such late payment is made and shall cover the period commencing with the day following the Business Day on which such payment was due and ending with the Business Day on which such payment is made, both inclusive. The payment by Subservicer of any such interest shall not be deemed an extension of time for payment or a waiver of any rights the Owner/Servicer has under this Agreement. Subservicer shall be responsible for late payment interest or penalties incurred as a result of any late remittances made by Subservicer with respect to any of the Servicing Agreements, provided that the late remittance was not the result of the Owner/Servicer failing to timely make any required payments under this Agreement.

Section 4.3. Resolution of Disputes and Monetary Errors.

In the event either party, in good faith, disputes any sum the other party contends are due and payable hereunder, such disputing party shall deliver to the contending party a written notice explaining the justification for such dispute in sufficient detail to permit the contending party to evaluate and respond to such dispute, together with any documentation available to such disputing party to support such dispute. All sums that are not disputed shall be paid as and when due under this Agreement. If the contending party demonstrates that the disputed amount is properly due and payable, including by providing supporting documentation and/or analysis, the disputing party shall pay such amount within five (5) Business Days after receipt of such documentation. If the disputing party continues to dispute all or any portion of such amount and the parties cannot thereafter reconcile such dispute within a reasonable period of time not to exceed thirty (30) days, the contending party shall be entitled, upon ten (10) days’ written notice to the disputing party, to submit such matter to a dispute resolution process (other than litigation) and if such amounts are subsequently determined to be proper, contending party shall be entitled to recover as part of its claim its reasonable, out of pocket costs and expenses, including reasonable out-of-pocket attorneys’ fees, incurred in prosecuting such claim with interest on the disputed amount at an annual rate of five percent (5%) over the Prime Rate, but in no event greater than the amount permitted by applicable law. If such disputed amounts are subsequently determined not to be due and payable to the contending party, the disputing party shall be entitled to recover as part of its claim its reasonable out-of-pocket costs and expenses, including attorneys’ fees, incurred in connection with prosecuting such claim.

ARTICLE V
TERM AND TERMINATION

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Section 5.1. Term.

(a) The initial term of this Agreement shall be from the Effective Date until the date that is the fifth (5th) year anniversary of the Effective Date (the “ Initial Term ”). Except as otherwise set forth in this Section 5.1 and Section 5.6 , the Subservicer shall not be permitted to terminate this Agreement prior to the expiration of the Initial Term. If this Agreement has not otherwise been terminated pursuant to this Article V , then the term of this Agreement for the Subservicer shall automatically be renewed for successive one (1) year terms after the expiration of the Initial Term. The Subservicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by Subservicer or the Owner/Servicer. If Subservicer terminates this Agreement pursuant to Section 5.6 , such termination shall be treated as a termination without cause by Owner/Servicer under this Agreement. If Subservicer resigns, such resignation of the Subservicer shall be treated as a termination for cause by Owner/Servicer under this Agreement. Any such determination that Subservicer’s duties hereunder are no longer permissible under applicable law shall be evidenced by an opinion of counsel written by a law firm reasonably acceptable to Owner/Servicer to such effect in form and substance reasonably acceptable to Owner/Servicer.

(b) During the Initial Term, the Owner/Servicer may terminate this Agreement in whole, but not in part (unless otherwise expressly permitted pursuant to this Agreement) for convenience, by delivering written notice of such termination to the Subservicer. Following the Initial Term, the term of this Agreement may be extended by the Owner/Servicer for successive three (3) month renewal periods (which, if extended, shall commence on the expiration date of the then-current term and end on the calendar day that is the three (3) month anniversary of the preceding term’s expiration date (or if such day is not a Business Day, on the first Business Day immediately following such day)), by delivering written notice of such three month extension (which may be by electronic mail). Such notice shall be delivered at least thirty (30) calendar days preceding such extension (or if such day is not a Business Day, the first Business Day immediately preceding such day), provided that any such extension notice that is delivered prior to the expiration of the then current term shall be effective. Unless earlier terminated pursuant to any other provision in this Article V , this Agreement shall terminate at the expiration of the then-current term if the Owner/Servicer fails to notify the Subservicer of a three (3) month extension prior to such expiration.

(c) The Subservicer may terminate this Agreement at the end of the Initial Term or at the end of any subsequent one year term, in whole but not in part upon written notice to the Owner/Servicer at least two-hundred twenty five (225) days prior to the end of the applicable term.

(d) Any Mortgage Loans removed from a Servicing Agreement pursuant to the exercise of an early termination or other reconstitution provision and (i) included in a Securitization Transaction (a “ Resecuritized Transaction ”) where the applicable Securitization Servicing Agreement or Interim Servicing Agreement is reasonably

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acceptable to the Subservicer shall be removed from this Agreement and shall be serviced by the Subservicer pursuant to such Securitization Servicing Agreement or Interim Servicing Agreement, as applicable, or (ii) not included in the related Securitization Transaction shall be removed from this Agreement and shall be serviced by the Subservicer under an Interim Servicing Agreement. For the avoidance of doubt, no Termination Fee, deboarding fee or other compensation (other than accrued Subservicer Economics) shall be payable to Subservicer for a termination under this Section 5.1(d) . The Subservicer shall use its best efforts to remain in good standing with the Rating Agencies and otherwise comply with the requirements of Rating Agencies. With respect to any Resecuritized Transaction in which the Subservicer has agreed to execute the applicable Securitization Servicing Agreement but is otherwise not permitted to service in such Resecuritized Transaction solely as a result of the requirement of the related Rating Agency (which is rating such Resecuritized Transaction) (in either case, a " Barred Transaction "), the Owner/Servicer shall use reasonable efforts to consult with the applicable Rating Agencies and reasonably advocate for the Subservicer's participation in such Barred Transaction (and such participation does not have, or result in, any adverse impact or effect on the Owner/Servicer, the related Barred Transaction and/or the securities being issued thereunder). The Owner/Servicer shall not select any Rating Agency with the sole intention of excluding the Subservicer from participating in a Barred Transaction. If the Owner/Servicer determines, in the Owner/Servicer's reasonable discretion (as supported by reasonable documentation or analysis provided by the Owner/Servicer to Subservicer in writing), that retaining Subservicer to service loans in a Resecuritized Transaction could have a material adverse impact on the related Resecuritized Transaction and/or the securities being issued thereunder, then the Owner/Servicer shall not be obligated to utilize the Subservicer in such Resecuritized Transaction, in which event the Subservicer shall interim service such Mortgage Loans pursuant to the terms of this Agreement until the transfer of servicing to the successor servicer. If the Owner/Servicer determines, in the Owner/Servicer's reasonable discretion, that retaining Subservicer to service loans in a Resecuritized Transaction does not have a material adverse impact on the related Resecuritized Transaction and/or the securities being issued thereunder and, accordingly, elects not to retain the Subservicer in such Resecuritized Transaction, (i) the Subservicer shall interim service such Mortgage Loans pursuant to the terms of this Agreement until the transfer of servicing to the successor servicer and (ii) the Owner/Servicer shall pay the applicable Exit Fee on the date that the related transfer of servicing to the successor servicer is completed. Notwithstanding any provision in this Agreement to the contrary, the Owner/Servicer may terminate this Agreement with respect to one or more Mortgage Loans which are not Prior Ocwen Serviced Loans, in which event the Subservicer shall interim service such Mortgage Loans pursuant to the terms of this Agreement until the transfer of servicing to the successor servicer; provided that, the Owner/Servicer shall provide the Subservicer with at least forty five (45) days’ written notice prior to such termination and transfer of servicing to a successor servicer.

(e) This Agreement shall otherwise terminate upon the earliest of (i) the distribution of the final payment on or liquidation of the last Mortgage Loan and REO Property subject to this Agreement or (ii) as otherwise set forth in this Article V .

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Section 5.2. [Reserved].

Section 5.3. Termination with Cause.

(a) The Owner/Servicer may terminate this Agreement immediately for cause, in whole, but not in part (except with respect to clause (C) of Section 5.3(a)(xviii)) , by providing written notice of its intent to terminate Subservicer based on any of the following events (each such event and any other event mutually agreed upon by the parties, a “ Subservicer Termination Event ”), which as of the date of such notice, shall not have been waived in writing:

(i) any failure by the Subservicer to remit the Owner/Servicer Economics or any other payment due the Owner/Servicer pursuant to this Agreement (including, but not limited to, any Average Third Party Mark Payment or any Investor payment with respect to the Mortgage Loans) not in dispute pursuant to Section 4.3 , which failure continues unremedied for a period of two (2) Business Days after the date on which such payment was required to be remitted under the terms of this Agreement or Applicable Requirements, as applicable;

(ii) any failure by the Subservicer to provide to the Owner/Servicer (1) any Critical Report unless such failure to deliver a Critical Report was a direct result of Owner/Servicer's failure to provide material information (which was not in the possession or control of the Subservicer) necessary to complete such Critical Report, which failure continues unremedied for a period of five (5) Business Days following the date such Critical Report was due and/or (2) any Owner/Servicer Regulatory Reports, which failure continues unremedied for a period of five (5) Business Days following the date such Owner/Servicer Regulatory Report was due;

(iii) (A) [***] and/or (B) deliver the Monthly Financial Covenant Certification to the Owner/Servicer within the timeframes set forth in Section 2.22 , which failure in the case of clause (B) continues unremedied for a period of five (5) Business Days;

(iv) any default and/or failure by Subservicer to duly observe or perform, in any material respect, any covenants, obligations or agreements of Subservicer set forth in this Agreement (including the Schedules and Exhibits hereto), to the extent such default or failure is susceptible of being cured, irrespective of the date on which the covenant or obligation was to be performed or observed, continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Owner/Servicer;

(v) any representation or warranty made by the Subservicer hereunder shall prove to be untrue or incomplete in any material respect and such representation or warranty continues unremedied for a period of thirty (30) days after the date on

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which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Owner/Servicer;

(vi) the Subservicer shall fail to comply in any material respect with any audit procedures pursuant to Section 2.11(b) or (e) of this Agreement, which failure continues unremedied for a period of seven (7) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Subservicer by the Owner/Servicer and such failure to deliver could be reasonably expected to result in a material Loss by, or have a material adverse effect on, Owner/Servicer;

(vii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Subservicer and/or the Corporate Parent and such decree or order shall have remained in force, undischarged or unstayed for a period of forty-five (45) days;

(viii) the Subservicer and/or the Corporate Parent shall (i) consent to the appointment of a conservator, receiver, or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Subservicer’s and/or the Corporate Parent’s property or relating to all or substantially all of the Subservicer’s and/or the Corporate Parent’s property or (ii) admit in writing its inability to pay its debt as it becomes due, admit in writing its intention not to perform any of its obligations, file a petition to take advantage of any applicable insolvency or bankruptcy statute, voluntarily suspend payment of any of its obligations, or make an assignment for the benefit of its creditors;

(ix) (A) the Subservicer shall cease being an approved subservicer/servicer in good standing with any Agency or Governmental Entity or a HUD approved mortgagee or (B) any Governmental Entity or HUD provides a written notice of termination to the Subservicer;

(x) Either (i) the occurrence and continuation of a default of any payment of any amounts due under any Material Debt Agreement (after any applicable grace period) or (ii) the occurrence and continuation of a default under a Material Debt Agreement resulting in the acceleration or prepayment thereof;

(xi) any admission by the Subservicer or the Corporate Parent or the final determination of material wrongdoing in connection with any regulatory action commenced by a Governmental Authority (i) that has a Material Adverse Effect on the Owner/Servicer, New Residential Investment Corp., the Servicing Rights and/or the Servicing Advances and/or P&I Advances related thereto or (ii) in which any investor, lender or other counterparty to New Residential Investment Corp.’s financing or lending arrangement of Servicing Rights, “excess spread”, Servicing

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Advances and/or P&I Advances makes a breach or default claim under such financing or lending arrangement in writing and such Person(s) have the sufficient right and/or own (or control) a sufficient portion of the investment under such arrangement to declare or direct another party to declare a default thereunder;

(xii) a Change of Control has occurred with respect to the Subservicer and/or the Corporate Parent, unless such change of control results from the acquisition of stock or voting interests by Owner/Servicer or any of its Affiliates;

(xiii) the Subservicer and/or Corporate Parent attempts to assign its rights to servicing compensation hereunder without the consent of the Owner/Servicer;

(xiv) any report required herein contains materially inaccurate data or information that has a Material Adverse Effect on the Owner/Servicer, New Residential Investment Corp., the Servicing Rights, P&I Advances and/or the Servicing Advances; provided , that such inaccuracy is not the direct result of inaccurate data or information provided to the Subservicer by the Owner/Servicer or New Residential Investment Corp., or a third party appointed by Owner/Servicer or New Residential Investment Corp.;

(xv) as of any date of determination, the unpaid principal balance of Measurement Loans with respect to which a Termination Party has, other than in connection with any Solicitations to Terminate which has not resulted in a vote or direction to terminate, delivered written notification of intent to terminate or notice of termination or otherwise directed or initiated the process of terminating the Owner/Servicer and/or Subservicer in writing (“ PSA Termination Notice ”), in the aggregate, equals or exceeds [***] of the Measurement Balance, in each case, due to Subservicer’s failure to service in accordance with the terms of this Agreement; provided, however that, the unpaid principal balance with respect to a Servicing Agreement will not be counted toward the [***] threshold referenced in this Section 5.3(a)(xv) if the related Termination Party delivered the related PSA Termination Notice solely as a result of Subservicer’s compliance with a written direction from Owner/Servicer in accordance with Section 2.3 hereof; provided that no termination shall be permitted unless any applicable cure period in the related Servicing Agreement has expired and the related Termination Party has not withdrawn such notification;

(xvi) as of any date of determination, the unpaid principal balance of Measurement Loans with respect to which a Termination Party has sent a solicitation for a vote or request for direction from or on behalf of Investors regarding the termination of Owner/Servicer as servicer under the related Servicing Agreement (a “ Solicitation to Terminate ”), in the aggregate, equals or exceeds [***] of the Measurement Balance, in each case (A) from a Termination Party and (B) due to Subservicer’s failure to service in accordance with the terms of this Agreement; provided , however that, the unpaid principal balance with respect to a Servicing Agreement will not be counted toward the [***] threshold referenced in this Section

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5.3(a)(xvi) if the related Termination Party delivered the related Solicitation to Terminate solely as a result of Subservicer’s compliance with a written direction from Owner/Servicer in accordance with Section 2.3 hereof; provided, further that a Solicitation to Terminate shall no longer be included in calculating the [***] threshold on the earlier of the date the Termination Party indicates that it will pursue no action or provides notification indicating that such Solicitation to Terminate has not resulted in a vote to terminate or direction to terminate Owner/Servicer as servicer under the related Servicing Agreement and 135 days following the date of the Solicitation to Terminate if such Solicitation to Terminate has not resulted in a vote to terminate or direction to terminate Owner/Servicer as servicer under the related Servicing Agreement;

(xvii) either (A) the publicly filed annual financial statements or the notes thereto or other opinions or conclusions stated therein of New Residential Investment Corp. or Owner/Servicer shall indicate that New Residential Investment Corp. or Owner/Servicer, as applicable, has a “material weakness” and/or “significant deficiency”, or (B) if not publicly filed because not a publically registered entity, the annual financial statements or the notes thereto or other opinions or conclusions stated therein of New Residential Investment Corp. or Owner/Servicer, as applicable, shall indicate that New Residential Investment Corp. or Owner/Servicer has a “material weakness”, which, in any such case is caused by either (i) inaccurate information provided by the Subservicer or Corporate Parent and relied upon by the Owner/Servicer or New Residential Investment Corp., as applicable, or (ii) the processes, practices or procedures of the Subservicer or the Corporate Parent;

(xviii) (A) the Owner/Servicer shall cease being an approved subservicer/servicer in good standing with any Agency or Governmental Entity or a HUD approved mortgagee and the applicable Agency or Governmental Entity or HUD identifies the Subservicer’s or the Corporate Parent’s acts, omissions, processes, practices and/or procedures as a basis from which such action resulted, arose out of or was related to; (B) any act or omission of the Subservicer or the servicing practices or procedures of Subservicer or the Corporate Parent results in any Agency or Governmental Entity or HUD providing a written notice of termination to the Owner/Servicer; or (C) any State Agency withdraws or causes Owner/Servicer to fail to maintain any required qualification, license or approval to do business, to service residential mortgage loans, or to otherwise collect debts or perform any activities relating to residential mortgage loans in any jurisdiction where such State Agency has jurisdiction, provided that, solely with respect to this clause (C), Owner/Servicer may terminate this Agreement pursuant to this clause (C) only with respect to the Mortgage Loans in the applicable state where such State Agency has jurisdiction;

(xix) at any time following the six-month anniversary of the date of this Agreement, the Subservicer’s or Corporate Parent’s management discloses in their respective quarterly or annual financial statements that there is substantial doubt about its ability to continue as a going concern; provided, however, that such

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substantial doubt is not based in material part on the potential early termination of any of the transactions contemplated by this Agreement; or

(xx) failure of the Subservicer to maintain any required qualification, license or approval to do business, to service residential mortgage loans, or to otherwise collect debts or perform any activities relating to residential mortgage loans in any jurisdiction where the Mortgaged Properties are located, to the extent required under Applicable Requirements; provided that, Owner/Servicer may terminate this Agreement pursuant to this Section 5.3(a)(xx) only with respect to the Mortgage Loans in the applicable state where the Subservicer failed to maintain such qualification, license or approval; or

(xxi) the occurrence of a Performance Trigger; or

[***];

provided , however , that notwithstanding the foregoing, if Subservicer has provided Owner/Servicer a written notice of its intent to terminate this Agreement with cause pursuant to Section 5.6 or Owner/Servicer has provided written notice of its intent to terminate this Agreement pursuant to Section 5.1(b) , the Owner/Servicer may not terminate the Subservicer for cause pursuant to any of Sections 5.3(a)(iii) , (x) , (xvii) or (xix) if the event specified in such subsection was based in material part on such notice of intent to terminate; provided , further however , that if a Subservicer Termination Event is cured or is no longer continuing, such event shall cease to be a Servicer Termination Event upon the date that is six (6) months following the later of (i) the date such Servicer Termination Event was cured or ceases to continue and (ii) the date Owner/Servicer received notice or otherwise became aware of such Servicer Termination Event.

(b) The Subservicer recognizes that an Investor may rescind its recognition of a Subservicing arrangement if the Investor terminates the Owner/Servicer under the applicable Servicing Agreement, in which event this Agreement would be terminated with respect to the related Mortgage Loans, and such termination shall be treated as:

(i) a termination for cause for purposes of this Agreement if the Investor’s action is related to an act or omission, or the processes, practices and/or procedures of the Subservicer or the Corporate Parent (unless such act or omission is related to Subservicer’s compliance with the Owner/Servicer’s written direction in accordance with Section 2.3 ; provided, further, that this provision shall not protect the Subservicer from any liability for any breach of its covenants made herein, or failure to perform its obligations in compliance with the terms of this Agreement, including any standard of care set forth in this Agreement, or from any liability which would otherwise be imposed on the Subservicer or any of its directors, officers, agents or employees by reason of the Subservicer’s willful misfeasance, bad faith, fraud, or negligence in the performance of its duties hereunder or by reason of its negligent disregard of its obligations or duties hereunder) or

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(ii) a termination without cause if the Investor’s action is unrelated to an act or omission of the Subservicer or the Corporate Parent, respectively, or related to Subservicer’s compliance with the Owner/Servicer’s written direction in accordance with Section 2.3 .

(c) Each party shall promptly notify the other party in the event of any breach or anticipated breach by the notifying party of its obligations under this Agreement or any event of default or anticipated event of default or other termination event with respect to such party set forth in this Agreement.

(d) The rights of termination, as provided herein, are in addition to all other available rights and remedies, including the right to recover damages in respect of any breach.

Section 5.4. Reimbursement upon Expiration or Termination; Termination Assistance.

(a) If Owner/Servicer:

(i) terminates this Agreement "for cause" pursuant to Section 5.3 , Subservicer (A) shall reimburse the Owner/Servicer for Owner/Servicer's Servicing Transfer Costs incurred in connection with transferring the servicing to a successor servicer or subservicer, (b) shall reimburse the Owner/Servicer for any boarding fees of the subsequent servicer which shall be capped at $[***] per Mortgage Loan/REO Property and (C) shall not be entitled to any Termination Fee, deboarding fees or reimbursement of its Servicing Transfer Costs;

(ii) terminates this Agreement "for convenience" pursuant to Section 5.1(b) , the Owner/Servicer shall remit to the Subservicer (A) solely if the Effective Date of Termination occurs during the Initial Term, an amount equal to the applicable Termination Fee and (B) irrespective of whether the Effective Date of Termination occurs during the Initial Term, the greater of $[***] per Mortgage Loan/REO Property and Subservicer's Servicing Transfer Costs incurred in connection with transferring the servicing to a successor servicer or subservicer; or

(iii) does not extend the term of this Agreement at the end of the Initial Term or any three-month renewal term thereafter, (A) Owner/Servicer and Subservicer shall each pay 50% of the aggregate Servicing Transfer Costs incurred by both parties in connection with transferring the servicing to a successor servicer or subservicer, (B) neither party shall be responsible for paying any deboarding or boarding fees, and (C) Subservicer shall not be entitled to any Termination Fee.

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C-2 ) in immediately available funds at least one (1) Business Day prior to the Subservicer sending the related transferor’s notice of transfer of servicing or “goodbye letter” in accordance with the requirements of applicable law solely to the extent the Subservicer has complied and completed all of the servicing transfer requirements set forth in Part I of Exhibit S required to be performed on or before such date thereof; provided that Subservicer shall have no obligation to send any such notices until the Escrow Agent verifies to Subservicer that the Termination Fee Deposit Amount has been received. The Escrow Agent shall pay the Subservicer (i) fifty percent (50%) of the applicable Termination Fee Deposit Amount in immediately available funds within two (2) Business Days after its receipt, with a copy to the Owner/Servicer, from the Subservicer of a certification by the Subservicer and its third party vendor handling the mailing that the Subservicer has sent the related transferor’s notice of transfer of servicing or “goodbye letter” and (ii) the remaining fifty percent (50%) of the applicable Termination Fee Deposit Amount in immediately available funds within two (2) Business Days after its receipt, with a copy to the Owner/Servicer, from the Subservicer of a certification by the Subservicer that the Subservicer has completed the Servicing Transfer Requirements set forth in Part III of Exhibit S attached hereto and including the federal reference numbers and wire amounts for the funds required to be remitted in accordance with such Servicing Transfer Requirements. The Subservicer shall send a copy of each of the deliverables under the Servicing Transfer Requirements to the Owner/Servicer at the same time it delivers such deliverable to the applicable successor servicer or subservicer. Owner/Servicer may elect to wait to transfer the servicing with respect to certain Servicing Agreements if the transfer of such Servicing Agreements would result in the unpaid principal balance of the Mortgage Loans that would remain subject to this Agreement following such transfer to be less than ten percent (10%) of the unpaid principal balance of all of the Mortgage Loans subject to this Agreement on the Effective Date of Termination. The Subservicer and Owner/Servicer shall use their best efforts to cooperate to enter into an Escrow Agreement containing the terms as set forth in this paragraph prior to the applicable date a payment is required to be made to the Escrow Agent as described in this paragraph. Notwithstanding anything to the contrary set forth in this Agreement, the Subservicer shall not be entitled to receive any Termination Fee to the extent the Effective Date of Termination occurs after the Initial Term.

In addition, in connection with any of the terminations described in this Section 5.4(a) , Owner/Servicer shall pay to the Subservicer an amount equal to the sum of (i) all unreimbursed Servicing Advances and P&I Advances for which Subservicer is entitled to reimbursement under this Agreement (other than any amounts being disputed in accordance with Section 4.3 ) and (ii) all unpaid Subservicer Economics which have accrued as of the date the servicing transfers to a successor servicer or subservicer (“ Successor Transfer Date ”) (other than any amounts being disputed in accordance with Section 4.3 ). Other than with respect to the Termination Fee, if applicable, all amounts payable or reimbursable under this Section 5.4(a) shall be paid or reimbursed on the applicable Successor Transfer Date based on customary practices of estimation and true-up. To the extent that any such amounts are not known and/or invoiced by the party entitled to payment prior to the Successor Transfer Date, such amounts shall be paid or reimbursed to the party entitled to payment within ten

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(10) Business Days of the other party's receipt of an invoice therefore, together with any documentation required pursuant to this Agreement.

In addition, upon termination of this Agreement, subject to the foregoing, the Owner/Servicer and the Subservicer shall pay or reimburse the other party any other amounts due under this Agreement.

(b) If Subservicer:

(i) terminates this Agreement "for cause" pursuant to Section 5.6 , Owner/Servicer (A) shall reimburse the Subservicer for Subservicer's Servicing Transfer Costs incurred in connection with transferring the servicing to a successor servicer or subservicer, (b) shall pay Subservicer a deboarding fee equal to $[***] per Mortgage Loan/REO Property and (C) solely if the Effective Date of Termination occurs during the Initial Term, shall pay Subservicer an amount equal to the applicable Termination Fee;

(ii) resigns pursuant to Section 5.1(a) , Subservicer (A) shall reimburse the Owner/Servicer for Owner/Servicer's Servicing Transfer Costs incurred in connection with transferring the servicing to a successor servicer or subservicer, (b) shall reimburse the Owner/Servicer for any boarding fees of the subsequent servicer which shall be capped at $[***] per Mortgage Loan/REO Property and (C) shall not be entitled to any Termination Fee, deboarding fees or reimbursement of its Servicing Transfer Costs; or

(iii) terminates this Agreement at the end of the Initial Term pursuant to Section 5.1(c) or any renewal term thereafter, (A) Owner/Servicer and Subservicer shall each pay 50% of the aggregate Servicing Transfer Costs incurred by both parties in connection with transferring the servicing to a successor servicer or subservicer, (B) neither party shall be responsible for paying any deboarding or boarding fees, and (C) Subservicer shall not be entitled to any Termination Fee.

To the extent the Owner/Servicer is obligated to pay the Termination Fee as set forth above, the Owner/Servicer shall remit to the Escrow Agent, to be held by the Escrow Agent in accordance with the Escrow Agreement, one-hundred percent (100%) of the applicable Termination Fee Deposit Amount (as defined and calculated in accordance with Exhibit C-2 ) in immediately available funds at least one (1) Business Day prior to the Subservicer sending the related transferor’s notice of transfer of servicing or “goodbye letter” in accordance with the requirements of applicable law solely to the extent the Subservicer has complied and completed all of the servicing transfer requirements set forth in Part I of Exhibit S required to be performed on or before such date thereof; provided that Subservicer shall have no obligation to send any such notices until the Escrow Agent verifies to Subservicer that the Termination Fee Deposit Amount has been received. The Escrow Agent shall pay the Subservicer (i) fifty percent (50%) of the applicable Termination Fee Deposit Amount in immediately available funds within two (2) Business Days after its receipt, with a copy to the Owner/Servicer, from the Subservicer of a certification by the Subservicer and its

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third party vendor handling the mailing that the Subservicer has sent the related transferor’s notice of transfer of servicing or “goodbye letter” and (ii) the remaining fifty percent (50%) of the applicable Termination Fee Deposit Amount in immediately available funds within two (2) Business Days after its receipt, with a copy to the Owner/Servicer, from the Subservicer of a certification by the Subservicer that the Subservicer has completed the Servicing Transfer Requirements set forth in Part III of Exhibit S attached hereto and including the federal reference numbers and wire amounts for the funds required to be remitted in accordance with such Servicing Transfer Requirements. The Subservicer shall send a copy of each of the deliverables under the Servicing Transfer Requirements to the Owner/Servicer at the same time it delivers such deliverable to the applicable successor servicer or subservicer. Owner/Servicer may elect to wait to transfer the servicing with respect to certain Servicing Agreements if the transfer of such Servicing Agreements would result in the unpaid principal balance of the Mortgage Loans that would remain subject to this Agreement following such transfer to be less than ten percent (10%) of the unpaid principal balance of all of the Mortgage Loans subject to this Agreement on the Effective Date of Termination. The Subservicer and Owner/Servicer shall use their best efforts to cooperate to enter into an Escrow Agreement containing the terms as set forth in this paragraph prior to the applicable date a payment is required to be made to the Escrow Agent as described in this paragraph. Notwithstanding anything to the contrary set forth in this Agreement, the Subservicer shall not be entitled to receive any Termination Fee to the extent the Effective Date of Termination occurs after the Initial Term.

In addition, in connection with any of the terminations described in this Section 5.4(b) , Owner/Servicer shall pay to the Subservicer an amount equal to the sum of (i) all unreimbursed Servicing Advances and P&I Advances for which Subservicer is entitled to reimbursement under this Agreement (other than any amounts being disputed in accordance with Section 4.3 ) and (ii) all unpaid Subservicer Economics which have accrued as of the Successor Transfer Date (other than any amounts being disputed in accordance with Section 4.3 ). Other than with respect to the Termination Fee, if applicable, all amounts payable or reimbursable under this Section 5.4(b) shall be paid or reimbursed on the applicable Successor Transfer Date based on customary practices of estimation and true-up. To the extent that any such amounts are not known and/or invoiced by the party entitled to payment prior to the Successor Transfer Date, such amounts shall be paid or reimbursed to the party entitled to payment within ten (10) Business Days of the other party's receipt of an invoice therefore, together with any documentation required pursuant to this Agreement.

In addition, upon termination of this Agreement, subject to the foregoing, the Owner/Servicer and the Subservicer shall pay or reimburse the other party any other amounts due under this Agreement.

(c) In connection with the termination of this Agreement with respect to some or all of the Mortgage Loans, the Subservicer and the Owner/Servicer shall use commercially reasonable efforts to ensure the prompt transfer of the servicing of such Mortgage Loans to a successor servicer or subservicer designated by the Owner/Servicer, including delivery of

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notices to the Mortgagors relating to the servicing transfer in accordance with Applicable Requirements.

(d) Notwithstanding any provision in this Agreement to the contrary, the termination of this Agreement shall not be effective until a successor servicer or subservicer has been appointed by the Owner/Servicer or an Investor, as applicable, and a servicing transfer of all the Mortgage Loans and REO Properties subserviced pursuant to this Agreement has been completed in accordance with Applicable Requirements, and the Subservicer shall not be relieved of its obligations under this Agreement until such time. If no successor servicer or subservicer shall have been so appointed and have taken steps toward becoming the successor within sixty (60) days after the giving of such notice or resignation, the Subservicer may petition any court of competent jurisdiction for the appointment of a successor servicer or subservicer. In addition, if (i) Owner/Servicer terminates for cause pursuant to Section 5.3 or does not renew this Agreement at the end of the Owner/Servicer's Initial Term or Subservicer terminates for cause pursuant to Section 5.6 or resigns pursuant to Section 5.1(a) , then, if the days elapsed between the Effective Date of Termination and the Successor Transfer Date, (A) exceed 270 days but are less than 365 days, the Subservicer Economics shall be increased to the applicable Step-up Fee for such period and (B) equal or exceed 365 days, the Subservicer Economics shall be increased to the applicable Step-up Fee for such period or (ii) Owner/Servicer terminates for convenience pursuant to Section 5.1(b) or Subservicer terminates this Agreement at the end of the Subservicers Initial Term pursuant to Section 5.1(c), then, if the days elapsed between the Effective Date of Termination and the Successor Transfer Date, (A) exceed 180 days but are less than 365 days, the Subservicer Economics shall be to the applicable Step-up Fee for such period and (B) equal or exceed 365 days, the Subservicer Economics shall be increased to the applicable Step-up Fee for such period; provided that no Step-up Fee shall be payable if the delay in transferring servicing is due to any matter(s) outside of the control of the Owner/Servicer or the successor servicer or subservicer selected by Owner/Servicer. The Owner/Servicer and the Subservicer shall discharge such duties and responsibilities during the period from the date each acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement. In addition, (i) Subservicer and Owner/Servicer shall cooperate in good faith to comply with the Transfer Procedures set forth in Exhibit P-1 and Exhibit P-2 hereto and transfer servicing in accordance with industry standard transfer procedures and (ii) Owner/Servicer shall use commercially reasonable efforts to require any successor servicer or subservicer to comply with the Transfer Procedures set forth in Exhibit P-1 and Exhibit P-2 hereto and transfer servicing in accordance with industry standard transfer procedures.

(e) In the event of a servicing transfer to a successor servicer or subservicer with respect to some or all of the Mortgage Loans, the Subservicer shall comply with all Applicable Requirements with respect to servicing transfers. In addition, the Subservicer shall comply with the CFPB’s rules and/or guidelines with respect to servicing transfers, including without limitation its Bulletin 2014-1 issued on August 19, 2014, as may be amended or updated. The Subservicer and the Owner/Servicer shall provide all reasonable

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cooperation and assistance as may be requested by the other party in connection with compliance with such rules and/or guidelines.

(f) In addition, in connection with the servicing transfer to a successor servicer or subservicer with respect to some or all of the Mortgage Loans, the Subservicer shall (a) to the extent in Subservicer’s possession or control, promptly forward to the Owner/Servicer’s designee all Mortgage Servicing Files, data, Mortgage Loan Documents, files, data tapes and other information customarily delivered by a servicer upon transfer of servicing of mortgage loans, (b) comply in all material respects with the transfer instructions of the successor servicer or subservicer, (c) provide Owner/Servicer’s designee accepted servicing industry documentation meeting all Applicable Requirements regarding outstanding Servicing Advances and P&I Advances related to the Mortgage Loans, (d) take appropriate actions and cooperate with any Investor approval process and in reflecting the servicing transfer on the MERS system for the related Mortgage Loans registered on MERS to the extent the Subservicer is authorized to do so with the MERS system and (e) cooperate with the document custodian recertification process, if any.

(g) Notwithstanding any provision in this Agreement to the contrary, in the event the Owner/Servicer terminates this Agreement with or without cause as to some but not all of the Mortgage Loans, the terms of the Agreement shall remain in full effect with respect to those Mortgage Loans that remain subject to this Agreement.

Section 5.5. Accounting/Records.

Upon expiration or termination of this Agreement and after the completed transfer of the servicing of the Mortgage Loans to a successor servicer or subservicer, the Subservicer will cease all Subservicing activities and account for and turn over to the successor servicer or subservicer, as applicable, all funds collected hereunder, less the compensation and other amounts then due to the Subservicer, and deliver to the successor servicer or subservicer, as applicable, all records and documents relating to each Mortgage Loan and will advise Mortgagors that their mortgages will henceforth be serviced by the successor servicer or subservicer, as applicable.

Section 5.6. Termination Right of the Subservicer.

The Subservicer may terminate this Agreement for cause, in whole but not in part, by providing written notice of its intent to terminate Owner/Servicer based on any of the following events (each such event and any other event mutually agreed upon by the parties, an “ Owner/Servicer Termination Event ”), which as of the date of such notice, shall have occurred, be continuing and shall not have been cured or otherwise waived:

(a) any failure by the Owner/Servicer to remit any payment not in dispute pursuant to Section 4.3 and due to the Subservicer pursuant to this Agreement, which failure continues unremedied for a period of five (5) Business Days after the date upon which such payment was required to be remitted under the terms of this Agreement except to the extent funds are available to net such payment in accordance with Section 4.1 ;

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(b) Any failure by the Owner/Servicer to duly observe or perform, in any material respect, any other covenants, obligations or agreements of the Owner/Servicer set forth in this Agreement (including the Schedules and Exhibits hereto), which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Owner/Servicer by the Subservicer;

(c) A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Owner/Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;

(d) Any representation or warranty made by the Owner/Servicer hereunder shall prove to be untrue or incomplete in any material respect which is not caused by or results from the actions or inaction of the Subservicer, the Corporate Parent or their Affiliates, vendors (other than any Vendors or Approved Parties selected by Owner/Servicer after the Effective Date) or agents and, if such breach of a representation or warranty is capable of being cured, continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Owner/Servicer by the Subservicer.

Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt to the extent the Subservicer terminates this Agreement pursuant to this Section 5.6 , the Owner/Servicer shall remain the owner of the Servicing Rights and Subservicer shall have no right, title interest or claim to the Servicing Rights.

ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OWNER/SERVICER

As of the date of this Agreement and as of each Transfer Date (or such other date as set forth below), the Owner/Servicer hereby represents, warrants and covenants to the Subservicer as follows:

Section 6.1. Authority.

The Owner/Servicer is a duly organized and validly existing limited liability company in good standing under the laws of its state of formation and has all requisite power and authority to enter into this Agreement and the Persons executing this Agreement on behalf of the Owner/Servicer are duly authorized to do so. The Owner/Servicer has all licenses necessary to carry on its business as now being conducted and is duly authorized and qualified to transact, in each state where a Mortgaged Property is located, any and all business contemplated by this Agreement, except where the failure of the Owner/Servicer to possess such qualifications or licenses would not be reasonably expected to have a Material Adverse Effect or where the Owner/Servicer is otherwise exempt under Applicable Requirements from such qualification, or is otherwise not required under Applicable Requirements to effect such qualification.

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Section 6.2. Consents.

Except for approvals required from the applicable Investor or under the applicable Servicing Agreement in connection with any Transfer Date, no consent, approval or authorization of any Governmental Authority is required for the execution, delivery, and performance by the Owner/Servicer of or compliance by the Owner/Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization, or order has been obtained except where failure to obtain would not reasonably be expected to have a Material Adverse Effect.

Section 6.3. Litigation.

There is no action, suit, proceeding, or investigation pending or, to its knowledge, threatened against the Owner/Servicer that, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or of any action taken or to be contemplated herein, or would be reasonably likely to impair materially the ability of the Owner/Servicer to perform under the terms of this Agreement.

Section 6.4. Broker Fees.

The Owner/Servicer has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction.

Section 6.5. Ownership.

Following the applicable Transfer Date, the Owner/Servicer is the sole owner of all right, title and interest in and to the Servicing Rights related to the Mortgage Loans.

Section 6.6. Ability to Perform.

The Owner/Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant applicable to it and contained in this Agreement.

Section 6.7. Accuracy of Information.

Solely with respect to each Mortgage Loan which is not a Prior Ocwen Serviced Loan, all information provided to Subservicer by Owner/Servicer required by the Subservicer to perform its obligations hereunder is true and correct in all material respects; provided that, the Owner/Servicer makes no representation, warranty or covenant relating to any information provided to Subservicer which is based on or derived from any information or data provided to the Owner/Servicer by the Subservicer or the Corporate Parent or their respective Affiliates, vendors (other than any Vendors or Approved Parties selected by Owner/Servicer after the Effective Date) or agents.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSERVICER

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As of the date of this Agreement and as of each Transfer Date (or such other date if set forth below), the Subservicer hereby represents, warrants and covenants to the Owner/Servicer as follows:

Section 7.1. Good Standing.

The Subservicer is an approved servicer for, and in good standing with, each Governmental Entity and a HUD approved mortgagee. No event has occurred, including but not limited to, a change in insurance coverage, that would make the Subservicer unable to comply with eligibility requirements of each Governmental Entity.

Section 7.2. Authority.

The Subservicer is a duly organized and validly existing limited liability company in good standing under the laws of the state of its formation and has all requisite power and authority to enter into this Agreement and the Persons executing this Agreement on behalf of the Subservicer are duly authorized so to do. The Subservicer has all licenses necessary to carry on its business as now being conducted and is duly authorized and qualified to transact, in each state where a Mortgaged Property is located, any and all business contemplated by this Agreement, except where the failure of the Subservicer to possess such qualifications or licenses would not be reasonably expected to have a Material Adverse Effect or where the Subservicer is otherwise exempt under Applicable Requirements from such qualification, or is otherwise not required under Applicable Requirements to effect such qualification.

Section 7.3. Consents.

Except for approvals required from the applicable Investor or under the applicable Servicing Agreement in connection with any Transfer Date, no consent, approval or authorization of any Governmental Authority is required for the execution, delivery, and performance by the Subservicer of or compliance by the Subservicer with this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such consent, approval, authorization, or order has been obtained except where failure to obtain would not reasonably be expected to have a Material Adverse Effect.

Section 7.4. Litigation.

There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Subservicer that, either in any one instance or in the aggregate, would draw into question the validity of this Agreement or of any action taken or to be contemplated herein, or would be reasonably likely to impair materially the ability of the Subservicer to perform under the terms of this Agreement or Applicable Requirements.

Section 7.5. Accuracy of Information.

Information furnished to the Owner/Servicer or, any Investor by the Subservicer regarding its financial condition or its servicing operations is true and correct as of the date specified in such information or, if not specified, the date provided, in all material respects.

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Section 7.6. Broker Fees.

The Subservicer has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction.

Section 7.7. MERS.

The Subservicer is a member of MERS in good standing.

Section 7.8. Ability to Perform.

The Subservicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant applicable to it and contained in this Agreement.

Section 7.9. HAMP.

The Subservicer is participating in HAMP. The Subservicer has entered into a Servicer Participation Agreement (“ SPA ”) with Fannie Mae, as financial agent of the United States, pursuant to HAMP. As such, the Subservicer: (a) has implemented HAMP as required by the SPA; (b) will report to Fannie Mae throughout the term of this Agreement the transfer of servicing of any Mortgage Loans that are “Eligible Loans” (as defined by the SPA) to extent required in order to ensure compliance with the SPA; and (c) will service any of the Mortgage Loans that are “Eligible Loans” in accordance with HAMP requirements throughout the term of this Agreement to the extent HAMP is still in effect or otherwise applicable.

Section 7.10. Eligibility under the Servicing Agreements.

The Subservicer satisfies all applicable eligibility and other requirements as subservicer to the Owner/Servicer to act as servicer (including master, special, primary or subservicer) under the applicable Servicing Agreements as of the applicable Transfer Date.

Section 7.11. Advances.

The representations and warranties set forth on Schedule 7.11 are true and correct with respect to the applicable P&I Advances and Servicing Advances as of the dates set forth in Schedule 7.11.

Section 7.12. [***]

[***].

ARTICLE VIII
INDEPENDENCE OF PARTIES; INDEMNIFICATION SURVIVAL

Section 8.1. Independence of Parties.

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The Subservicer shall have the status of, and act as, an independent contractor. Nothing herein contained shall be construed to create a partnership or joint venture between the Owner/Servicer and the Subservicer.

Subservicer and Owner/Servicer will each promptly notify the other of any communication received in connection with a Servicing Agreement (and promptly deliver a copy of such communication to the other party) (i) from a trustee, master servicer (or other party entitled, or purporting to be entitled, to terminate) that is a solicitation of holders for a vote, or a request for direction regarding termination or (ii) from, or on behalf of, a trustee, master servicer (or other party entitled, or purporting to be entitled, to terminate) stating that such trustee, master servicer or other party has an intention to terminate Owner/Servicer or Subservicer as servicer, subservicer or master servicer under such Servicing Agreement. The parties will fully cooperate to resolve any such matter to avoid termination. To the extent Subservicer or the Owner/Servicer is terminated under any Servicing Agreement related to any Mortgage Loan subserviced hereunder and either (x) the basis of such termination is resulting from, arising out of or related to any enumerated items set forth in Section 8.2 (other than as a result of any delinquency or loss triggers with respect to such Servicing Agreement) or (y) other than with respect to any Mortgage Loan with respect to which any optional termination or clean-up call right has been exercised pursuant to the related Servicing Agreement or any Mortgage Loan subject to the Servicing Agreements set forth in Schedule 8.1 , such termination was “without cause,” “for convenience” or on a similar basis and the related Servicing Agreement was terminable by the applicable Investor on such basis as of the Servicing Transfer Date, then, in each case, the Subservicer shall remit to the Owner/Servicer the Average Third Party Mark of the affected Servicing Rights within ten (10) Business Days following receipt of such Average Third Party Mark (the “ Average Third Party Mark Payment ”); provided that in the case of any termination described in clause (y) above, the Average Third Party Mark Payment will be reduced by any termination or similar payments received by the Owner/Servicer under the applicable Servicing Agreement in connection with such termination; provided, further, that if any such termination payments exceed the Average Third Party Mark of the affected Servicing Rights, the Owner/Servicer will pay such excess to the Subservicer.

Section 8.2. Indemnification by the Subservicer.

The Subservicer shall indemnify and hold the Owner/Servicer harmless against any and all Losses resulting from or arising out of:

(a) the Subservicer’s failure to observe or perform any or all of the Subservicer’s covenants and obligations under this Agreement, including without limitation the failure to comply following the applicable Transfer Date with any provisions under any Servicing Agreement relating to the servicing or Subservicing of the related Mortgage Loans;

(b) the Subservicer’s breach of its representations and warranties contained in this Agreement;

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(d) the matters set forth on Schedule 4.12.15 to the Transfer Agreement; provided that such Loss is incurred prior to the later of (i) the fifth anniversary of the Effective Date and (ii) the two year anniversary of the termination of the Subservicer under this Agreement;

(e) any Compensatory Fees or other Governmental Entity-imposed fees, penalties or curtailments imposed on the Owner/Servicer related to (a) any Mortgage Loan foreclosures exceeding the applicable Governmental Entity’s required timelines or (b) other servicing acts or omissions relating to the Mortgage Loans, in each case relating to or arising from the Subservicer’s failure to meet a timeline or requirement under the applicable Governmental Entity Guidelines on or after the related Transfer Date, but only to the extent and amount such Compensatory Fee or other fee, penalty or curtailment is attributable to the Subservicer; or

(f) the matters for which Subservicer is required to indemnify the Owner/Servicer pursuant to Section 2.3 ;

provided , however , the Subservicer shall not be obligated to indemnify the Owner/Servicer (i) with respect to any liabilities, Claims, costs or expenses which are covered in Section 8.3 or (ii) to the extent such Loss is due to the willful misconduct, bad faith or gross negligence of the Owner/Servicer or any of its Affiliates or the Owner/Servicer’s breach of this Agreement.

Section 8.3. Indemnification by the Owner/Servicer.

Except as otherwise stated herein, the Owner/Servicer shall indemnify and hold the Subservicer harmless against any and all Losses resulting from or arising out of:

(a) the Owner/Servicer’s failure to observe or perform any or all of the Owner/Servicer’s covenants and obligations under this Agreement or breach of its representations and warranties contained in this Agreement;

(b) the matters for which the Owner/Servicer is required to indemnify the Subservicer pursuant to Section 2.3;

(c) any failure of any successor servicer or subservicer to service the Mortgage Loans in accordance with Applicable Requirements following the related transfer of servicing to such successor;

(d) any Claim that is brought against Subservicer after the relevant Transfer Date that relates to the Mortgage Loans and the Servicing Rights, except (i) to the extent Subservicer is otherwise liable therefor under this Agreement, the MSR Purchase Agreement, the Sale Supplements, the Transfer Agreement or any other agreement between the Owner/Servicer and the Subservicer or any Affiliate or (ii) solely with respect to Prior Ocwen Serviced Loans, to the extent such Claim results from or arises out of any matter related to the period prior to the applicable Transfer Date;

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(e) solely with respect to any Mortgage Loan which is not a Prior Ocwen Serviced Loan, any act or omission by any Person other than Corporate Parent, Subservicer or their respective Affiliates prior to the applicable Transfer Date unless (i) the Subservicer knew or reasonably should have known of such deficiencies or (ii) the Subservicer is curing or correcting such deficiencies; or

(f) any event of termination described in Section 5.6;

provided , however , the Owner/Servicer shall not be obligated to indemnify the Subservicer (i) with respect to any liabilities, Claims, costs or expenses which are covered in Section 8.2 or (ii) to the extent such Loss is due to the willful misconduct, bad faith or gross negligence of the Subservicer, Corporate Parent or any of their respective Affiliates or the Subservicer’s breach of this Agreement.

Section 8.4. Indemnification Procedures.

Promptly after receipt by an indemnified party under Sections 8.2 or 8.3 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under Sections 8.2 or 8.3 , notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Sections 8.2 or 8.3 , except to the extent that it has been prejudiced in any material respect, or from any liability that it may have, otherwise than under Sections 8.2 or 8.3 . The indemnifying party shall assume the defense of any such claim (provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party) and pay all expenses in connection therewith, including attorneys’ fees, and promptly pay, discharge, and satisfy any judgment or decree that may be entered against it or the indemnified party in respect of such claim. The indemnifying party shall follow any reasonable written instructions received from the indemnified party in connection with such claim. The provisions of Sections 8.2 or 8.3 shall survive for five (5) years following termination of this Agreement. The Subservicer shall provide the Mortgagor Litigation Reports set forth in the related Formatted Servicing Report regarding legal action(s) by individual Mortgagor(s) relating to the Mortgage Loans and against the Subservicer or the Owner/Servicer. With respect to any third party claim subject to indemnification under this Agreement, the indemnified party agrees to reasonably cooperate and cause its Affiliates to reasonably cooperate in good faith with the indemnifying party in connection with the defense of any such claim. The indemnifying party shall pay the indemnified party any non-disputed Losses within thirty (30) days of the indemnifying party's receipt of an invoice therefor, together with reasonable supporting documentation.

Section 8.5. Mitigation.

Each party that is eligible for indemnification under Sections 8.2 or 8.3 for reimbursement for costs and expenses under this Agreement shall use its commercially reasonable efforts consistent with requirements of Applicable Requirements with respect to mitigation of damages to mitigate such Loss and; provided, however, that the failure to mitigate by either party shall not affect the indemnifying party’s obligation to indemnify the indemnified party except to the extent such failure

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to mitigate results in any material prejudice to the indemnifying party and then only to the extent of such material prejudice and a violation of requirements of Applicable Requirements with respect to mitigation of damages.

Section 8.6. Survival.

The representations, warranties, and indemnifications set forth in Article VII and this Article VIII shall survive for five (5) years following the termination of this Agreement.

Section 8.7. Limitation of Damages.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY PUNITIVE, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, WHATSOEVER, IN EACH CASE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, EVEN IF APPRISED OF THE POSSIBILITY THEREOF; PROVIDED , HOWEVER , THAT SUCH LIMITATION WILL NOT BE APPLICABLE WITH RESPECT TO ANY SUCH DAMAGES PAID TO A THIRD PARTY AS A RESULT OF ANY THIRD PARTY CLAIMS MADE AGAINST A PARTY THAT IS SUBJECT TO AN INDEMNIFICATION OBLIGATION PROVIDED FOR UNDER SECTION 8.2 OR 8.3 , AS APPLICABLE.

Section 8.8. Owner/Servicer’s Direction

The Subservicer may rely in good faith on any document of any kind that, prima facie, is executed and submitted by any appropriate Person respecting any matters arising hereunder by or on behalf of Owner/Servicer. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, in no event shall the Subservicer be required to comply with any instruction by the Owner/Servicer that would violate any federal, state and local legal and regulatory requirements (including, without limitation, laws, statutes, rules, regulations and ordinances) ; provided that the Subservicer shall address such conflict in accordance with the procedure set forth in Section 2.3(c) .

ARTICLE IX
SECURITIZATION TRANSACTIONS

Section 9.1. Removal of Mortgage Loans from Inclusion Under This Agreement Upon a Securitization Transaction on One or More Reconstitution Dates.

To the extent some or all of the Mortgage Loans are removed from a Servicing Agreement pursuant to the exercise of an early termination or other reconstitution provision, the termination and subsequent servicing of such Mortgage Loans shall be addressed as set forth in Section 5.1(d) .

ARTICLE X
MISCELLANEOUS

Section 10.1. Assignment.

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(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b) This Agreement may not be assigned or otherwise transferred by operation of law or otherwise by either Owner/Servicer or Subservicer without the express written consent of the other and any such assignment or attempted assignment without such consent shall be void; provided, however, that (i) Owner/Servicer may pledge its rights to any Person providing financing to Owner/Servicer or its Affiliates without the express written consent of Subservicer, (ii) without limiting any other transfers that otherwise do not require the consent of Subservicer, following a Transfer Date, Owner/Servicer or any assignee or transferee thereof may transfer all or any interest in the Rights to MSRs or any Transferred Receivables Assets (each as defined in the Transfer Agreement) to any Person without the express written consent of Subservicer, (iii) Owner/Servicer may assign or otherwise transfer any of its rights and obligations hereunder without the consent of Subservicer to any direct or indirect wholly-owned subsidiary of New Residential Investment Corp. that has been approved by and is in good standing with Fannie Mae, Freddie Mac and each applicable State Agency (as defined in the Transfer Agreement), as necessary, in order to acquire the Servicing Rights (as defined in the Transfer Agreement) pursuant to the Transfer Agreement, in any case, so long as such assignment and transfer does not materially delay the occurrence of the Transfer Dates contemplated by this Agreement, the Master Agreement and the Transfer Agreement, (iv) Owner/Servicer may assign this Agreement in whole in connection with a sale of all or substantially all of the assets of Owner/Servicer so long as this Agreement is assigned to no more than one (1) assignee that has been approved by and is in good standing with Fannie Mae, Freddie Mac and each applicable State Agency (as defined in the Transfer Agreement), as necessary, in order to acquire the Servicing Rights (as defined in the Transfer Agreement) and (v) nothing herein shall in any way restrict any direct or indirect assignment, sale or other transfer of the equity interests of Owner/Servicer, whether by operation of law or otherwise.

Section 10.2. Prior Agreements.

If any provision of this Agreement is inconsistent with any prior agreements between the parties, oral or written, with respect to the Mortgage Loans, the terms of this Agreement shall prevail, and after the Effective Date of this Agreement, the relationship and agreements between the Owner/Servicer and the Subservicer with respect to the Mortgage Loans shall be governed in accordance with the terms of this Agreement.

Section 10.3. Entire Agreement.

Except as otherwise set forth herein, this Agreement contains the entire agreement between the parties hereto and cannot be modified in any respect except by an amendment in writing signed by both parties.

Section 10.4. Invalidity.

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Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without regard to such invalidity.

Section 10.5. Governing Law; Jurisdiction.

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

ANY LEGAL ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK, OR IN THE UNITED STATES COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK. WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT: (A) EACH PARTY GENERALLY AND UNCONDITIONALLY SUBMITS ITSELF AND ITS PROPERTY TO THE EXCLUSIVE JURISDICTION OF SUCH COURT; AND (B) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT HAS OR HEREAFTER MAY HAVE TO THE VENUE OF SUCH PROCEEDING, AS WELL AS ANY CLAIM IT HAS OR MAY HAVE THAT SUCH PROCEEDING IS IN AN INCONVENIENT FORUM.

Section 10.6. Waiver of Jury Trial.

EACH OF THE SUBSERVICER AND THE OWNER/SERVICER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OR ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.

Section 10.7. Notices.

All communications, notices, consents, waivers, and other communications under this Agreement must be in writing and be given in person or by means of email (with request for assurance of receipt in a manner typical with respect to communications of that type), by overnight courier

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or by mail, and shall become effective: (a) on delivery if given in person; (b) on the date of transmission if sent email, except with respect to notices delivered pursuant to Article V which shall be confirmed by a similar mailed writing ; (c) one (1) Business Day after delivery to the overnight service; or (d) four (4) Business Days after being mailed, with proper postage and documentation, for first-class registered or certified mail, prepaid.

(a) in the case of the Subservicer:

Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, FL 33409

Attention: Secretary

with a copy (which shall not constitute notice) to :

Ocwen Loan Servicing LLC

(physical address)

Hamilton House, 56 King Street, 3rd Floor

Christiansted, St. Croix VI 00820

(mailing address)

1108 King Street

Christiansted, VI 00820

Attention: General Counsel

with a copy to:

[***]

(b) in the case of the Owner/Servicer:

New Residential Mortgage LLC

1345 Avenue of the Americas, 26th Floor

New York, New York 10105

Attention: Operations

[***]

with a copy (which shall not constitute notice) to :

New Residential Mortgage LLC

1345 Avenue of the Americas, 45th Floor

New York, New York 10105

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Attention: Legal

[***]

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. (New York time) in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 10.8. Amendment, Modification and Waiver.

No amendment to this Agreement shall be effective unless it shall be in writing and signed by each party. Any failure of a party to comply with any obligation, covenant, agreement or condition contained in this Agreement may be waived by the party entitled to the benefits thereof only by a written instrument duly executed and delivered by the party granting such waiver, but such waiver or failure or delay to insist upon strict compliance with such obligation, covenant, agreement or condition or any waiver, failure or delay in exercising any right, power or privilege hereunder or any single or partial exercise thereof shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance or preclude any other or further exercise thereof or any other right, power or privilege hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 10.9. Binding Effect.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns.

Section 10.10. Headings.

Headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

Section 10.11. Force Majeure.

Each party will be excused from performance under this Agreement, except for any payment obligations for services that have been or are being performed hereunder, for any period and to the extent that it is prevented from performing, in whole or in part, as a result of delays caused by the other party or any act of God, war, civil disturbance, court order, labor dispute, or other cause beyond its reasonable control, including failure, fluctuations, or unavailability of heat, light, air conditioning, or telecommunications equipment (a “ Force Majeure Event ”). A party excused from performance pursuant to this Section 10.11 shall exercise commercially reasonable efforts to continue to perform its obligations hereunder and shall thereafter continue with reasonable due diligence and good faith to remedy its inability to so perform, except that nothing herein shall obligate either party to settle a strike or labor dispute when it does not wish to do so. Such nonperformance will not be deemed a breach of this Agreement as long as the party affected by the Force Majeure Event uses

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commercially reasonable efforts to expeditiously remedy the problem causing such nonperformance and to execute its disaster recovery plan then in existence. If the failure of a party to perform under this Agreement as a result of a Force Majeure Event exceeds fifteen (15) days, the other party may terminate this Agreement immediately without liability and the parties shall cooperate in good faith to facilitate the transfer of servicing to a successor servicer or subservicer designated by the Owner/Servicer.

Section 10.12. Confidentiality; Security.

(a) Each party acknowledges that it may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire Confidential Information that is proprietary to or confidential to the other party, its Affiliates, their respective clients and investors or to third parties to whom the other party owes a duty of confidentiality. The party providing Confidential Information in each case shall be called the “ Disclosing Party ” and the party receiving the Confidential Information shall be called the “ Recipient ”. With respect to all such Confidential Information, the Recipient shall (i) act in accordance and comply with all Applicable Requirements (including, without limitation, security and privacy laws with respect to its use of such Confidential Information), (ii) maintain, and shall require all third parties that receive Confidential Information from the Recipient as permitted hereunder to maintain, effective information security measures to protect Confidential Information from unauthorized disclosure or use, and (iii) provide the Disclosing Party with information regarding such security measures upon the reasonable request of the Disclosing Party and promptly provide the Disclosing Party with information regarding any failure of such security measures or any security breach. The Recipient shall hold the Disclosing Party’s Confidential Information in strict confidence, exercising no less care with respect to such Confidential Information than the level of care exercised with respect to the Recipient’s own similar Confidential Information and in no case less than a reasonable standard of care, and shall not copy, reproduce, summarize, quote, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or use such information for any purposes other than the provision of the services to the Disclosing Party without the prior written authorization of the Disclosing Party. In addition, the Recipient shall not use the Confidential Information to make any contact with any of the parties identified in the Confidential Information without the prior authorization of the Disclosing Party, except in the course of performing its obligations under the terms of this Agreement.

(b) The Recipient may disclose the Disclosing Party's Confidential Information only (i) to its and its Affiliates’ officers, directors, attorneys, accountants, employees, agents and representatives and, with respect to the Owner/Servicer only, Rating Agencies, consultants, bankers, financial advisors and potential financing sources (collectively, “ Confidential Representatives ”) who need to know such Confidential Information and who are subject to a duty of confidentiality (contractual or otherwise) with respect to such Confidential Information, (ii) to those Persons within the Recipient's organization directly involved in the transactions contemplated in this Agreement, and who are bound by confidentiality terms substantially similar to the terms set forth herein, (iii) to the Recipient's

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regulators and examiners, (iv) to defend itself in connection with a legal proceeding regarding the transactions contemplated in this Agreement, (v) as required by Applicable Requirements, and (vi) in the case of the Owner/Servicer, and subject to, and otherwise limited to the information provided pursuant to, Section 2.1(e), to a backup servicer. The Recipient shall be liable for any breach of its confidentiality obligations and the confidentiality obligations of its Confidential Representatives.

(c) The parties shall not, without the other party’s prior written authorization, publicize, disclose, or allow disclosure of any information about the other party, its present or former partners, managing directors, directors, officers, employees, agents or clients, its or their business and financial affairs, personnel matters, operating procedures, organization responsibilities, marketing matters and policies or procedures, with any reporter, author, producer or similar Person or entity, or take any other action seeking to publicize or disclose any such information in any way likely to result in such information being made available to the general public in any form, including books, articles or writings of any other kind, as well as film, videotape, audiotape, or any other medium except as required by Applicable Requirements.

(d) The obligations under this Section 10.12 shall survive the termination of this Agreement.

(e) In addition to the foregoing, the parties agree that any information provided hereunder shall be subject to the terms of the Confidentiality Agreement, dated as of May 5, 2015 (the “ Confidentiality Agreement ”), by and between New Residential Investment Corp. and Subservicer; provided that if there exists any conflict between this Agreement and the terms of the Confidentiality Agreement, this Agreement shall control.

Section 10.13. Further Assurances.

Each of the Owner/Servicer and the Subservicer shall cooperate with and assist the other party as reasonably requested in connection with such other party’s duties and obligations under this Agreement and in connection therewith shall execute and deliver all such papers, documents and instruments as may be necessary and appropriate in furtherance thereof.

The Subservicer shall reasonably cooperate with the Owner/Servicer, the Affiliates of Owner/Servicer, any third-party originator, servicer and/or other service provider engaged by the Owner/Servicer to provide portfolio defense services, any Rating Agency, any trustee, bond insurers, Owner/Servicer's lender(s), any agents or consultants of Owner/Servicer, any regulator of the Owner/Servicer, any third-party due diligence provider and/or any prospective purchaser(s), in each case, with respect to any proposed Securitization Transactions, any financings contemplated by the Owner/Servicer, and/or any other activity reasonably requested by the Owner/Servicer related to the Mortgage Loans, Servicing Rights, Servicing Advances or P&I Advances. The Owner/Servicer will pay Subservicer’s reasonable and documented out-of-pocket costs related to such cooperation and, with respect to the servicing advance facilities, consistent with the caps and limitations set forth on Exhibit O attached hereto.

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The Subservicer covenants and agrees to cooperate fully with its obligations under Section 5.4 of this Agreement and any reasonable written request of Owner/Servicer to protect and preserve the value of the Servicing Rights.

Section 10.14. Execution of Agreement.

This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Agreement shall be deemed binding when executed by both the Owner/Servicer and the Subservicer. Telecopy or electronically transmitted signatures shall be deemed valid and binding to the same extent as the original.

Section 10.15. Publicity.

The Subservicer and the Corporate Parent shall not issue any media releases, public announcements and public disclosures, relating to this Agreement or use the name or logo of the Owner/Servicer, including, without limitation, in promotional or marketing material or on a list of customers, without the prior written consent of the Owner/Servicer; provided , that nothing in this paragraph shall restrict compliance with this Agreement or any disclosure required by legal, accounting or regulatory requirements.

Section 10.16. Executory Contract.

Notwithstanding any provision in this Agreement to the contrary, the Subservicer acknowledges and agrees that, in the event it files bankruptcy under 11 U.S.C. § 101 et seq. (the “ Bankruptcy Code ”), this Agreement is an “executory contract” within the meaning of Section 365 of the Bankruptcy Code and, therefore, the Subservicer shall have no right to modify on any basis whatsoever (other than in accordance with the terms hereof), including without limitation Section 105 of the Bankruptcy Code, any of the terms, provisions or conditions of this Agreement in any such bankruptcy proceeding and hereby irrevocably waives any such right. Further, the Subservicer acknowledges and agrees that its services provided under this Agreement are essential and should the Subservicer fail to perform its obligations under this Agreement, the Owner/Servicer shall suffer irreparable harm and, consequently, the Owner/Servicer shall have the right to seek on an expedited basis an order from the bankruptcy court: (a) lifting the Section 362 automatic stay so as to permit the Owner/Servicer to terminate this Agreement; and (b) compelling the Subservicer to immediately assume or reject this Agreement in accordance with the provisions of Section 365 of the Bankruptcy Code. In the event this Agreement is rejected under Section 365 of the Bankruptcy Code, this Agreement shall be terminated and the Subservicer agrees to immediately comply with its obligations under this Agreement with respect to termination of this Agreement in accordance with Section 5.4 hereof. Finally, the Subservicer acknowledges and agrees that Section 506(c) of the Bankruptcy Code has no application to this Agreement and, even if it did, the Subservicer hereby expressly waives any right to surcharge the Owner/Servicer under Section 506(c) of the Bankruptcy Code.

Section 10.17. Restrictions of Notices; Information and Disclosure.

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Notwithstanding anything else herein, nothing in this Agreement shall require any party to provide any notice, information, investigation, audit, correspondence, and any other communication (collectively, “ Information ”) to any other party (1) if providing such Information is prohibited by Applicable Requirements or any other contractual or legal obligation or legal restriction or (2) upon any advice of counsel (which may be internal counsel), if providing such Information may cause such party to lose attorney-client privilege, attorney work product privilege or other similar protections (governed by the applicable jurisdiction); provided that, in the case of clause (1), except with respect to any such prohibition imposed by a Governmental Authority, Freddie Mac or Fannie Mae, the disclosing party shall use commercially reasonable efforts to obtain consent to such disclosure from the applicable third party unless disclosing party reasonably believes that such consent will not be attainable.

[Signature Page Follows]

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IN WITNESS WHEREOF, each party has caused this instrument to be signed in its corporate name on its behalf by its proper officials duly authorized as of the day, month and year first above written.



	OCWEN LOAN SERVICING, LLC By: /s/ John P Kim Name: John P Kim Title: Senior Vice President



	NEW RESIDENTIAL MORTGAGE LLC By: /s/ Matthew Gabriel Hoffman-Johnson Name: Matthew Gabriel Hoffman-Johnson Title: Attorney-In-Fact, Agent and Authorized Signatory

[Signature Page to Subservicing Agreement]

EXHIBIT A

FORM OF ACKNOWLEDGMENT AGREEMENT

On this ______ day of _____________, 20___, New Residential Mortgage LLC (the ” Owner/Servicer ”) and Ocwen Loan Servicing, LLC (the ” Subservicer ”), hereby acknowledge that the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule I are subject to (a) that certain Subservicing Agreement, dated as of July 23, 2017, by and between the Owner/Servicer and the Subservicer (the “ Agreement ”) and (b) those certain servicing agreements (the “ Underlying Servicing Agreements ”), as listed on Schedule II attached hereto. Notwithstanding any provision to the contrary, the Owner/Servicer retains all rights and obligations to the Servicing Rights relating to the Mortgage Loans subject to the contractual provisions of the Agreement and the Underlying Servicing Agreements. The Subservicer hereby agrees to service such Mortgage Loans pursuant to the terms of the Agreement.


1.	With respect to the Mortgage Loans made subject to the Agreement hereby, the Transfer Date shall be [__________].


2.	With respect to the Mortgage Loans made subject to the Agreement hereby, the following terms shall apply:

[Insert any amendments to the Agreement, including any update Performance Triggers]

All other terms and conditions of this transaction shall be governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

This Acknowledgment Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. Telecopy or electronically transmitted signatures shall be deemed valid and binding to the same extent as the original.

Exhibit A-1

IN WITNESS WHEREOF, the Owner/Servicer and the Subservicer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.



	NEW RESIDENTIAL MORTGAGE LLC,
	as the Owner/Servicer

	By:________________________________
	Name: _____________________________
	Title: ______________________________



	OCWEN LOAN SERVICING, LLC,
	as the Subservicer

	By:________________________________
	Name: _____________________________
	Title: ______________________________

Exhibit A-2

EXHIBIT B

MSR PORTFOLIO DEFENSE ADDENDUM

To be mutually agreed upon following the Effective Date but (i) shall include that failure to recapture loans will not constitute a Servicer Termination Event or a basis for indemnification for loss in value of Servicing Rights and (ii) shall be generally in the form of the draft of such addendum circulated prior to the Effective Date dated July 20, 2017 and confirmed in the email from [***] to [***] on Saturday, July 22, 2017.

Exhibit B-1

EXHIBIT C-1

TERMINATION FEE

For any Effective Date of Termination during the Initial Term, the Termination Fee shall be an amount equal to the sum of the amounts in each of the “Primary/Subservicing” and, if applicable, the “Master Servicing” columns opposite the applicable period in which such Effective Date of Termination occurs and calculated pursuant to Exhibit C-2.



	Final

	5 Years Ending July, 2022

Period	Primary	Master

Jul-17	[***]	[***]
Aug-17	[***]	[***]
Sep-17	[***]	[***]
Oct-17	[***]	[***]
Nov-17	[***]	[***]
Dec-17	[***]	[***]
Jan-18	[***]	[***]
Feb-18	[***]	[***]
Mar-18	[***]	[***]
Apr-18	[***]	[***]
May-18	[***]	[***]
Jun-18	[***]	[***]
Jul-18	[***]	[***]
Aug-18	[***]	[***]
Sep-18	[***]	[***]
Oct-18	[***]	[***]
Nov-18	[***]	[***]
Dec-18	[***]	[***]
Jan-19	[***]	[***]
Feb-19	[***]	[***]
Mar-19	[***]	[***]
Apr-19	[***]	[***]
May-19	[***]	[***]
Jun-19	[***]	[***]
Jul-19	[***]	[***]
Aug-19	[***]	[***]
Sep-19	[***]	[***]
Oct-19	[***]	[***]
Nov-19	[***]	[***]
Dec-19	[***]	[***]
Jan-20	[***]	[***]
Feb-20	[***]	[***]

Exhibit C-1-1



Mar-20	[***]	[***]
Apr-20	[***]	[***]
May-20	[***]	[***]
Jun-20	[***]	[***]
Jul-20	[***]	[***]
Aug-20	[***]	[***]
Sep-20	[***]	[***]
Oct-20	[***]	[***]
Nov-20	[***]	[***]
Dec-20	[***]	[***]
Jan-21	[***]	[***]
Feb-21	[***]	[***]
Mar-21	[***]	[***]
Apr-21	[***]	[***]
May-21	[***]	[***]
Jun-21	[***]	[***]
Jul-21	[***]	[***]
Aug-21	[***]	[***]
Sep-21	[***]	[***]
Oct-21	[***]	[***]
Nov-21	[***]	[***]
Dec-21	[***]	[***]
Jan-22	[***]	[***]
Feb-22	[***]	[***]
Mar-22	[***]	[***]
Apr-22	[***]	[***]
May-22	[***]	[***]
Jun-22	[***]	[***]
Jul-22	[***]	[***]
Aug-22	-	-

Exhibit C-1-2

EXHIBIT C-2

TERMINATION FEE CALCULATION

Definitions

Deal-Level UPB : By Ocwen investor code (“deal”), the unpaid principal balance of Mortgage Loans associated with each deal will be fixed for the purposes calculations under this Exhibit C-2 as of the month-end following Subservicer’s receipt of notification of termination without cause. To the extent Mortgage Loans serviced under RMSR 2.0 are transferred to a third party while this Agreement is still in effect, Deal-Level UPB will be based on the month-end UPB immediately preceding such transfer date.

MSRPA Servicing Agreements : As defined in the Master Agreement.

Primary Mortgage Loans : As defined in the Master Agreement.

RMSR 2.0 : The New RMSR Agreement (as defined in the Master Agreement).

Transferred Percentage : A fraction which equals (A) the Deal-Level UPB of Mortgage Loans being subserviced under this Agreement and serviced under RMSR 2.0 that with respect to which the subservicing or servicing is being terminated for any reason under this Agreement (other than Section 5.3) divided by (B) the sum of (i) the aggregate Deal-Level UPB with respect to all Mortgage Loans being subserviced under this Agreement, (ii) the aggregate Deal-Level UPB with respect to all Mortgage Loans being serviced under RMSR 2.0, (iii) the aggregate Deal-Level UPB with respect to all Primary Mortgage Loans being serviced under MSRPA Servicing Agreements, (iv) the aggregate Deal-Level UPB in respect of any Primary Mortgage Loans serviced under MSRPA Servicing Agreements the interests in which have been transferred to Ocwen pursuant to Section 9.2, 9.3 or 9.4 of the Master Agreement and (v) the aggregate Deal-Level UPB in respect of any Primary Mortgage Loans serviced under MSRPA Servicing Agreements the interests in which have been transferred to a third party pursuant to Section 9.3 of the Master Agreement (calculated at the time of sale of such interests to third parties and amortized at 15%/year until the month-end following Subservicer’s receipt of notification of termination without cause).

Termination Fee Deposit Amount : With respect to the termination of Subservicer under this Agreement or RMSR 2.0 transferred pursuant to a termination without cause or an RMSR 2.0 transfer to a third party in the first 5 years of this Agreement is calculated for each date on which subservicing or RMSR 2.0 is transferred by multiplying the Transferred Percentage by the Termination Fee associated as of the actual transfer date from Exhibit C-1.

Exhibit C-2-1

EXHIBIT D

EXIT FEE PERCENTAGE



Period	Exit Fee Percentage (basis points)

Jul-17	[***]
Aug-17	[***]
Sep-17	[***]
Oct-17	[***]
Nov-17	[***]
Dec-17	[***]
Jan-18	[***]
Feb-18	[***]
Mar-18	[***]
Apr-18	[***]
May-18	[***]
Jun-18	[***]
Jul-18	[***]
Aug-18	[***]
Sep-18	[***]
Oct-18	[***]
Nov-18	[***]
Dec-18	[***]
Jan-19	[***]
Feb-19	[***]
Mar-19	[***]
Apr-19	[***]
May-19	[***]
Jun-19	[***]
Jul-19	[***]
Aug-19	[***]
Sep-19	[***]
Oct-19	[***]
Nov-19	[***]
Dec-19	[***]
Jan-20	[***]
Feb-20	[***]
Mar-20	[***]
Apr-20	[***]
May-20	[***]
Jun-20	[***]
Jul-20	[***]
Aug-20	[***]

Exhibit D-1



Sep-20	[***]
Oct-20	[***]
Nov-20	[***]
Dec-20	[***]
Jan-21	[***]
Feb-21	[***]
Mar-21	[***]
Apr-21	[***]
May-21	[***]
Jun-21	[***]
Jul-21	[***]
Aug-21	[***]
Sep-21	[***]
Oct-21	[***]
Nov-21	[***]
Dec-21	[***]
Jan-22	[***]
Feb-22	[***]
Mar-22	[***]
Apr-22	[***]
May-22	[***]
Jun-22	[***]
Jul-22	[***]

Exhibit D-2

EXHIBIT E-1

LIST OF SERVICING REPORTS



“Critical Report”	“Regulatory Report”	Name of Report	Report #	Updates #	Frequency	Implementation
Yes	No	Navigant Daily File Loan Level Extract	E-1	*	Daily (by noon ET)	84 Fields: 11/1/2017 Remaining Fields: TBD
Yes	No	Service Fee Reports ("Service Fee Daily Report")	E-2(a)	*	Daily (by noon ET)	Effective Date
Yes	No	Service Fee Reports ("NRZ MS Dynamics File")	E-2(b)	*	Daily (by noon ET)	Effective Date
Yes	No	Remittance File	E-3	*	Daily (by noon ET)	Effective Date
Yes	No	NRZ Primary MSR Data Tape	E-4	*	Monthly by 7th BU day	Effective Date
Yes	No	Reconciliation Report	E-5	*	As specified Section 4.1	Effective Date
Yes	No	Advance Reports ("MRA AF Daily File")	E-6(a)	*	Daily (by noon ET)	Effective Date
Yes	No	Advance Reports ("NRZ NBB Loan Level File")	E-6(b)	*	Monthly by 7th BU day	Effective Date
Yes	No	Portfolio Strat Reports	E-7	*	Monthly by 7th BU day.	10/1/2017
No	No	Mortgagor Litigation Report	E-8	*	Monthly (by 5th BU day)	10/1/2017
No	No	Corporate Matters Report	E-9	*	Monthly (by 15th)	10/1/2017
No	No	Performance Reports	E-10	*	Monthly (by 20th)	10/1/2017
No	No	Material Changes to Subservicer’s, Subservicer’s Parents or any of their respective Affiliates’ Policies and Procedures	*	E-A1	Monthly (by 20th)	11/1/2017
No	No	Basic Complaint Report	E-12(a)	*	Monthly (by 5th BU day)	10/1/2017
No	No	Escalated Complaint Case Data Report	E-12(b)	*	Monthly (by 5th BU day)	10/1/2007
No	No	Notice of Error and Request for Information Reports	E-13	*	Monthly (by 7th BU day)	10/1/2007
No	No	Portfolio Roll Rate Reports	E-14	*	Monthly (by 7th BU day)	10/1/2017
No	No	Monthly Financial Covenant Certification	*	E-A2	As provided in Section 2.22	Effective Date

Exhibit E-1



“Critical Report”	“Regulatory Report”	Name of Report	Report #	Updates #	Frequency	Implementation
No	No	Advance Threshold Report	E-15	*	Monthly (by 20th)	11/1/2017
No	No	Back-up Servicer Files	E-16	*	As agreed to with the Back-up Servicer	As agreed to with the Back-up Servicer
No	No	MI Rescission Report	E-17	*	Monthly (by 15th)	10/1/2017
No	No	Land Title Adjustment Report	E-18	*	Monthly (by 7th BU day)	12/1/2017
No	No	Ancillary Income Report	E-19	*	Monthly (by 15th)	10/15/2017
No	No	Ocwen Daily Subservicing File	E-20	*	Daily (by noon ET)	9/1/2017
No	No	Ocwen Monthly Subservicing File	E-21	*	Monthly (by 7th BU day)	10/1/2017
No	No	Exhibit Q Information	*	E-A3	Quarterly (by 45th calendar day	Beginning with 3rd Quarter 2017 Updates
No	No	Provide Fidelity and Errors and Omissions Insurance	*	E-A4	Quarterly (by 45th calendar day	Beginning with 3rd Quarter 2017 Updates
No	No	Customer Service Statistics	E-22	*	Quarterly (by 45th calendar day	Beginning with 3rd Quarter 2017 Updates
No	No	Tracking Report regarding Privacy Notices	E-23	*	Quarterly (by 20th)	10/1/2017 (any privacy notices sent prior to 10/1/2017 will be captured once report has been implemented)
No	Yes	NYS VOSR Template	E-24	*	Quarterly (20 days after Quarter-End)	Beginning with 3rd Quarter 2017 Updates
No	Yes	MBFRF Template	E-25	*	Quarterly (20 days after Quarter-End)	Beginning with 3rd Quarter 2017 Updates
No	Yes	MCR Template	E-26	*	Quarterly (30 days after Quarter-End)	Beginning with 3rd Quarter 2017 Updates
No	Yes	Illinois Default and Foreclosure Template	E-27	*	Semi-Annual (by 20th calendar day of July)	Beginning with 2017 Fiscal Year End
No	Yes	California CRMLA Template	E-28	*	Annual (by 45th calendar day after fiscal year-end)	Beginning with 2017 Fiscal Year End
No	Yes	Illinois Report of Servicing Activity Template	E-29	*	Annual (by 45th calendar day after fiscal year-end)	Beginning with 2017 Fiscal Year End
No	Yes	Michigan Mortgage Brokers, Lenders and Servicers Template	E-30	*	Annual (by 45th calendar day after fiscal year-end)	Beginning with 2017 Fiscal Year End

Exhibit E-2



“Critical Report”	“Regulatory Report”	Name of Report	Report #	Updates #	Frequency	Implementation
No	Yes	Missouri Report of Residential Mortgage Loan Broker Activity Template	E-31	*	Annual (by 45th calendar day after fiscal year-end)	Beginning with 2017 Fiscal Year End
No	Yes	Washington Consumer Loan Assessment Report Template	E-32	*	Annual (by 45th calendar day after fiscal year-end)	Beginning with 2017 Fiscal Year End
No	Yes	Washington Consumer Loan Assessment Report Template	E-33	*	Annual (by 45th calendar day after fiscal year-end)	Beginning with 2017 Fiscal Year End
No	No	Regulation AB Compliance Report	*	E-A5	As defined in Agreement	Beginning with 2017 Fiscal Year End
No	No	Uniform Single Attestation Program Compliance Report	*		As defined in Agreement	Beginning with 2017 Fiscal Year End
No	No	SOC 1 Type II of Critical Vendors of Subservicer (or such other Type as may be reasonably satisfactory to Owner/Servicer)	*	E-A6	Within 30 days of receipt, but no later than January 31	Beginning with 2017 Fiscal Year End
No	No	SOC 1 Type II of Subservicer covering a minimum period of nine (9) months	*	E-A7	Within 30 days of receipt, but no later than January 31	Beginning with 2017 Fiscal Year End
No	No	SOC 1 Type II Bridge Letter of Subservicer covering a maximum period of three (3) months	*	E-A8	No later than January 31	Beginning with 2017 Fiscal Year End

Exhibit E-3

EXHIBIT E-2

FORMATTED SERVICING REPORTS

To be mutually agreed upon following the Effective Date but shall be consistent with the formats previously agreed upon and otherwise substantially similar to the most recent drafts circulated prior to the Effective Date and shall be populated by the Subservicer within five (5) Business Days following the Effective Date.

Exhibit E-1-1

EXHIBIT F

SERVICE LEVEL AGREEMENTS

The following constitute the SLAs with respect to primary and subservicing (the “ SLAs ”), as may be updated from time to time in accordance with the terms hereof:

[***]

Notes to Primary/Subservicing SLAs:

•

As a reference population, “ Total Servicing Portfolio ” means, for any measurement period, all mortgage loans serviced by Subservicer, other than (1) mortgage loans with respect to which the Subservicer is solely performing master servicing functions, (2) reverse mortgage loans and (3) commercial mortgage loans. “ NRM Portfolio ” means, as of any date of determination, all mortgage loans serviced by Subservicer under any agreement between the Subservicer and the Owner/Servicer or any of its Affiliates, excluding (1) mortgage loans with respect to which the Subservicer is solely performing master servicing functions, (2) reverse mortgage loans and (3) commercial mortgage loans.


•	The penalty amount is the baseline penalty assessed in case the penalty threshold is exceeded. This baseline value is subject to a multiplier of either two or three, depending on whether the double penalty threshold or the triple penalty threshold, respectively, is exceeded.

•

In the event of a major computer software system change to the Subservicer's primary servicing system, the parties will agree to waive the Excessive SLA Failure Trigger Event and the Excessive SLA Failure Trigger for a period of six (6) calendar months from the date that such system change was implemented; provided that the Subservicer provided at least ninety (90) days' notice to the Owner/Servicer of such system change. The same applies to all relevant SLAs in case of major changes to a particular area of Subservicer’s servicing (for example, foreclosure activities).


•	Penalties can only be assessed for a particular frequency period if the penalty threshold was exceeded both in that frequency period and in the prior frequency period.

•

Penalties for SLAs will be waived by mutual agreement of the parties on the basis of major events beyond Subservicer’s control that could be reasonably expected to have a material impact on the NRM Portfolio, conflicts or issues with vendors selected by Owner/Servicer, regulatory changes, force majeure events, or events affecting the mortgage servicing industry as a whole and not specific to Subservicer. In these cases, the specific penalty and incentive thresholds and amounts may also be recalibrated on an ongoing basis or for a specific period of time upon mutual agreement. In addition, recalibrations of this sort will be mutually agreed to in case of changes to measurement methodologies and regulatory or investor requirements or requests.

Exhibit F-1

•

To the extent the parties do not mutually agree on the basis of any event or conditions giving rise to a waiver of all penalties, accelerated penalties or a recalibration of the penalty thresholds, the party requesting such waiver or recalibration shall provide a written justification for such request, with sufficient detail to permit the other party to evaluate and respond. If such party continues to dispute the basis of the requested waiver or recalibration, within a reasonable period of time not to exceed thirty (30) days, the parties shall submit such matter to a dispute resolution process (other than litigation). Upon resolution, the successful party shall be entitled to recover as part of its claim its reasonable, out of pocket costs and expenses, including reasonable out-of-pocket attorneys’ fees, incurred in prosecuting such claim. To the extent any unpaid amounts are determined to be payable, such amounts will be paid at an annual rate of five percent (5%) over the Prime Rate.


•	For any SLA, if the total number of loans in the applicable population which serves as the denominator in the calculation falls below 100 for any month, (i) that month shall be excluded from monthly SLA calculations and (ii) such measurement period will increase from monthly to quarterly (or quarterly to annually, as applicable) so that there are 100 measurements.


•	For each SLA, performance statistics will be calculated on the basis of reference data with a typical trailing period of one month but no more than two months, except in cases where the SLA metric indicates a longer moving average calculation.

•

The maximum net penalty or incentive amount for all applicable SLAs in a given month is capped at 15% of the monthly base subservicing fee that Subservicer receives under the Subservicing Agreement, except during the 6 month period immediately following a major system change in which the maximum net penalty or incentive amount for all applicable SLAs in a given month for such 6-month period is then capped at 25% of the monthly base subservicing fee that Subservicer receives under the Subservicing Agreement.


•	The SLA reporting will begin with the data collected during the measurement period beginning on October 1, 2017, and the first reports of SLA data will be provided in December 2017; provided that, to the extent sufficient data is available to calculate metrics or estimates, Subservicer shall provide interim reporting during the period prior to December 2017 for such SLAs.

•

In addition to the Subservicer's other reporting obligations set forth in Section 2.8 of the Agreement, Subservicer will report on SLA metrics and calculations in a format reasonably requested by the Owner/Servicer, and as described below. Subservicer will report these calculations within the first five business days of the month, and any exceptions to the timeline are to be reported as soon as possible, with the applicable reports delivered no later than the tenth business of the month.


o	With respect to monthly SLAs, on a monthly basis, taking into account a one- or two-month trailing period, the Subservicer will provide the Owner/Servicer a report setting forth the following:

Exhibit F-2


§	the monthly performance metric for each monthly SLA and the monthly data that was used to calculate this metric or (i) notification of SLAs requiring a two-month trailing period and to be included on the following month’s report or (ii) reclassification of any monthly SLA as a quarterly SLA due to the decreased volume of the applicable population;


§	any complete waivers or waivers of double or triple penalties for any SLAs;


§	the applicable penalty or incentive rates for each SLA; and


§	the penalty or incentive dollar amounts assessed for each SLA.


o	With respect to quarterly SLAs, in addition to monthly reports on the estimated performance metrics (to the extent available), on a quarterly basis, taking into account a one- or two-month trailing period, the Subservicer will provide the Owner/Servicer with a report setting forth the following:


§	the quarterly performance metric for each SLA and the relevant monthly data that was used to calculate this metric or (i) notification of SLAs requiring a two-month trailing period and to be included on the following month’s report or (ii) reclassification of any quarterly SLA as an annual SLA due to the decreased volume of the applicable population;


§	any complete waivers or waivers of double or triple penalties for any SLAs for any month in the applicable quarter;


§	the penalty or incentive rates for each SLA in each month of the applicable quarter;


§	the penalty or incentive dollar amounts assessed for each SLA in each month of the applicable quarter; and


§	the total penalty or dollar amount assessed for the applicable quarter.


o	Reporting on annual SLAs (if applicable due to volume considerations) will be similar to the reporting for quarterly SLAs, with monthly estimates of performance metrics provided on a monthly basis (to the extent available) and definitive reports provided on an annual basis.

_______________________

¹ Note that in the case of waived SLAs, or SLAs where the penalty threshold was not exceeded in the prior frequency period, the penalty rate will be zero.

² Note that this rate will be the same for each of the three months in the quarter unless a complete waiver or waiver of double or triple penalties was in effect for some but not all months of that quarter.

Exhibit F-3

The following constitute the service level agreements with respect to Master Servicing (the “ Master Servicing SLAs ”), as may be updated from time to time in accordance with the terms hereof:

[***]

Notes to Master Servicing SLAs:

•

As a reference population, “ NRM Portfolio ” means, for any measurement period, all mortgage loans with respect to which the Subservicer is performing master servicing functions under any agreement between the Subservicer and the Owner/Servicer or any of its Affiliates. “ All Primary Servicers > 1,000 Loans ” means, for any measurement period, all primary servicers that are servicing more than 1,000 loans in the NRM Portfolio.


•	All penalties and incentives for Master Servicing SLAs are calculated as a percentage of the monthly base subservicing fee that Subservicer receives for performing Master Servicing functions under the Subservicing Agreement (the “ Monthly Sub-Master Servicing Fee ”).

•

For each quarterly Master Servicing SLA, the Subservicer will assess performance during each of the three months of a given calendar quarter (with a trailing period of one month) and, when such performance assessments have been made for all three months of the quarter, the Subservicer will calculate the average of the monthly performance metrics, which will be the “quarterly performance metric” for such Master Servicing SLA.


•	Penalty and incentive rates for each quarterly Master Servicing SLA will be assessed on a monthly basis by comparing the quarterly performance metric for the calendar quarter in which that month occurs with each of the penalty, exception and incentive thresholds that are applicable in that month.


•	With respect to each quarterly Master Servicing SLA, the dollar amount of the penalty or incentive for each month is the product of the Monthly Sub-Master Servicing Fee and the penalty or incentive rate for that month. The dollar amount of the penalty or incentive for each calendar quarter is the sum of the penalties or incentives for each of the three months in that calendar quarter.


•	Annual Master Servicing SLAs will be assessed in an analogous manner to quarterly Master Servicing SLAs, except that the adjustments to the monthly performance metric will be based on annual rather than quarterly adjustments.


•	Penalties can only be assessed for a particular frequency period if the penalty threshold was exceeded both in that frequency period and in the prior frequency period.

Exhibit F-4

•

In the case of any system conversion relating to Master Servicing core systems (SBO2000, DDS, DMS), penalties will be assessed on the basis of the exception threshold instead of the penalty threshold. In addition, (a) for any Master Servicing SLA in the “Securities Administration” category, the exception threshold will apply in case either (i) the number of cleanup calls involving loans in the reference population in a given month exceeds twenty (20) or (ii) the number of new deals involving loans in the reference population in a given month is greater than or equal to five (5); and (b) for any Master Servicing SLA in the “Servicer Management” or “Loan Operations” categories, the exception threshold will apply in case of the addition of three (3) or more new primary servicers in a given month. Exception thresholds will apply for three (3) consecutive months including the month during which the exception event occurs.

•

Penalties for Master Servicing SLAs may be waived by the parties on the basis of major events beyond Ocwen’s control, conflicts or issues with vendors selected by NRM, regulatory changes, force majeure events, or events affecting the mortgage servicing industry as a whole and not specific to Ocwen. In these cases, the specific penalty and incentive thresholds and rates may also be recalibrated on an ongoing basis or for a specific period of time. In addition, recalibrations of this sort will be considered in case of changes to measurement methodologies and regulatory or investor requirements or requests.


•	Any newly boarded loans will not be included in the referenced population for the purpose of calculations for a period of time agreed to by the parties, after which period the thresholds may be recalibrated by mutual agreement of the parties. In addition, any loans that are impacted by errors or delays caused by prior servicers will be excluded from the referenced population.


•	If the total number of securitization trusts in the NRM Portfolio falls below 400, all Master Servicing SLAs will be recalibrated.

•


•	The Master Servicing SLA reporting will begin with the data collected during the measurement period beginning on the later of (i) October 1, 2017 and (ii) the first

Exhibit F-5

of the month following the date on which Subservicer begins Master Servicing under this Agreement.


•	In addition to reports on monthly estimates for Master Servicing SLA performance metrics, within the first five business days of the second month of each calendar quarter, Subservicer will provide Owner/Servicer with a report setting forth:


o	the quarterly performance metric for each of the Master Servicing SLAs from the prior calendar quarter and all monthly data that was used in the calculation of this metric;


o	any exception events that occurred in the prior calendar quarter and, for each Master Servicing SLA and each month of the prior calendar quarter, whether the exception threshold applied in that month;


o	the penalty or incentive rates for each Master Servicing SLA in each month of the prior calendar quarter;


o	the penalty or incentive dollar amounts assessed for each Master Servicing SLA in each month of the prior calendar quarter; and


o	the total penalty or incentive dollar amounts assessed for the prior calendar quarter.


•	Reporting on annual Master Servicing SLAs will be similar to the reporting for quarterly SLAs, with monthly estimates of performance metrics provided on a monthly basis and definitive reports provided on an annual basis.

_______________________

³ Note that this rate will be the same for each of the three months in the calendar quarter unless the exception threshold applies in some but not all of these months.

Exhibit F-6

EXHIBIT G

THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Exhibit G-1

EXHIBIT H

FORM OF MONTHLY FINANCIAL COVENANT CERTIFICATION

I, _______________________, chief financial officer of Ocwen Loan Servicing LLC (“ Subservicer ”), do hereby certify that:

(i) [***];

(ii) [***];

(iii) [CHOOSE ONE:] [***]; and

(iv) the attached supporting documentation and backup attached to this Monthly Financial Covenant Certification are true and correct.

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Subservicing Agreement, dated as of July 23, 2017 (the “ Agreement ”), between New Residential Mortgage LLC and the Subservicer.

IN WITNESS WHEREOF, I have signed this certificate.

Date: __________________ , 20______



	[___________________]

	By: ___________________________,


	_______________________________________
	Name:
	Title:

Exhibit H-1

EXHIBIT I-1

CRITICAL VENDORS



Vendor Name	Vendor Tier Final	Description	Offshore
[***]	Tier 2.0	Writes custom software code [***]	No
[***]	Tier 2.0	Providing image extraction services	No
[***]	Tier 2.0	Used to have [***] signed electronically	No
[***]	Tier 2.0	Optional [***] Product	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	Print and Mail Services [***]	No
[***]	Tier 1.0	[***]	Yes
[***]	Tier 1.0	Collections [***]	Yes
[***]	Tier 1.0	Default software solutions for lenders, servicers, real estate agents and other mortgage and real estate industry professionals.	Yes
[***]	Tier 1.0	Title/Loss Mitigation [***]	Yes
[***]	Tier 1.0	[***] Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	Property Preservation & Inspection [***]	Yes
[***]	Tier 1.0	[***] Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	[***] Short Sale Deed in Lieu	Yes
[***]	Tier 1.0	Loss Mitigation Title	Yes
[***]	Tier 1.0	Loss Mitigation Services	Yes
[***]	Tier 1.0	Valuations	Yes
[***]	Tier 1.0	Foreclosure, Bankruptcy & Closing or Trustee	No
[***]	Tier 1.0	Servicing platform	Yes
[***]	Tier 2.0	Document and title policy retrieval	No

Exhibit I-1-1



Vendor Name	Vendor Tier Final	Description	Offshore
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Software/call center. Acquires new hardware, software and/or maintenance and support.	No
[***]	Tier 1.0	[***] Flood, and Wind insurance vendor as well as Loss Draft claim processing	Yes
[***]	Tier 2.0	Provides Optional [***] products to Ocwen borrowers	No
[***]	Tier 2.0	[***]	Yes
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.0	[***] Communications and Contact Center Solution.	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.0	Online Credit Reports	No
Center for NYC Neighborhoods	Tier 2.1	Community Outreach	No
Citizen Action of New Jersey	Tier 2.1	Community Outreach	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	[***] QA Review Process	No
[***]	Tier 2.0	Provider of Asset Disposal Services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No

Exhibit I-1-2



Vendor Name	Vendor Tier Final	Description	Offshore
[***]	Tier 1.0	Document Imaging and repository services	Yes
[***]	Tier 1.0	Flood insurance determinations & tracking [*] [*] flood zone monitoring	Yes
[***]	Tier 1.0	Review of Real Estate Taxes Owed	Yes
[***]	Tier 1.0	[***] AVM	Yes
[***]	Tier 2.2	[***] Document Custodians	Yes
[***]	Tier 2.0	[***] claim recovery services	No
[***]	Tier 2.1	Nonprofit organization offering borrower outreach and housing counseling services.	No
[***]	Tier 2.0	[***] Credit Reports to Borrowers	No
[***]	Tier 2.0	IT Asset Recovery and disposal services	No
[***]	Tier 2.0	[***]	No
[***]	Tier 1.1	Services related to Deed in Lieu [***]	Yes
[***]	Tier 2.0	[***]	No
[***]	Tier 1.1	Verbal translation services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
H.E.L.P. Community Development Corporation	Tier 2.1	Community Outreach	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	Collections/Recovery	No
HomeFree USA	Tier 2.1	Community Outreach	No
HomeFree USA	Tier 2.1	Community Outreach	No
Homeownership Preservation Foundation	Tier 1.1	Community Outreach	No
Hope Loan Port Inc	Tier 2.0	Portal for modification submission	No

Exhibit I-1-3



Vendor Name	Vendor Tier Final	Description	Offshore
[***]	Tier 2.0	Platform that manages the borrower complaints	Yes
[***]	Tier 1.1	Lien Release, Assignment preparation and recording services	Yes
[***]	Tier 2.0	Software license agreement for MortgageRx cloud-based software. MortgageRx will be used by Ocwen Investor Services department for QA process compliance tests.	Yes
[***]	Tier 2.0	Document storage and shredding	Yes
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.0	Document Storage	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	Collections/Recovery	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.0	IT consulting service [***]	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.2	Maintains database [***]	No
[***]	Tier 2.0	[***] services and support	No

Exhibit I-1-4



Vendor Name	Vendor Tier Final	Description	Offshore
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	Electronic payment provider	Yes
National Community Reinvestment Coalition (NCRC)	Tier 2.1	Community Outreach	No
National Council of LaRaza (NCRL)	Tier 2.1	Community Outreach	No
[***]	Tier 2.2	Mortgage Insurance company	No
Neighborhood Housing Services of Chicago Inc	Tier 2.1	Community Outreach	No
Neighborhood Housing Services of Greater Cleveland	Tier 2.1	Community Outreach	No
Neighborhood Housing Services of New York City Inc	Tier 2.1	Community Outreach	No
[***]	Tier 1.1	[***] Notary Services	No
[***]	Tier 2.0	[*] updating consumer data and processing [*]	Yes
[***]	Tier 1.0	Electronic payment provider [***]	No
[***]	Tier 1.1	Accounts Payable (AP) platform	Yes
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.2	[***]	No
[***]	Tier 1.0	Valuation, [***]	No
[***]	Tier 1.1	Provides Security Services [***]	Yes
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	[*] data center, [*]	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	Collections/Recovery	No
[***]	Tier 2.2	Document Custodian	No

Exhibit I-1-5



Vendor Name	Vendor Tier Final	Description	Offshore
[***]	Tier 2.0	[***] computer-assisted legal research.	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
Sacramento Neighborhood Housing Services, Inc dba NeighborWorks HomeOwnership Center Sacramento Region	Tier 2.1	Community Outreach	No
[***]	Tier 1.0	Property Preservation and Inspection services [***]	No
[***]	Tier 2.0	Document redaction services [***]	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Recording Services	No
[***]	Tier 2.0	Research Websites [***]	No
[***]	Tier 2.0	Provides Broker Price Opinion Valuation Services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1		No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No

Exhibit I-1-6



Vendor Name	Vendor Tier Final	Description	Offshore
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
Springboard Non Profit Consumer Credit Management, Inc.	Tier 2.1	Community Outreach	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	[***] print and mailing services	No
[***]	Tier 2.2	Document Custodian	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.0	Credit Bureau. [***]	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.2	Document Custodian	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	Print and Mailing services	No
[***]	Tier 1.0	Printing and Mailing Letters - [***]	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	[***]	No
[***]	Tier 1.0	Lockbox [***]	No
[***]	Tier 1.0	Document Custodian	No
[***]	Tier 1.0	Electronic payment provider	Yes
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 2.2	Document Custodian	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No
[***]	Tier 1.0	[***]	No
[***]	Tier 1.1	Foreclosure, Bankruptcy & Closing or Trustee services	No

Exhibit I-1-7

EXHIBIT I-2

CRITICAL REO DISPOSITION VENDORS



Vendor Name	Vendor Tier Final	Description	Offshore
[***]	Tier 1.0	Real Estate Owned (REO) Management	Yes
[***]	Tier 2.0	REO Property Manager	No
[***]	Tier 2.0	REO management services	No

Exhibit I-2-1

EXHIBIT J

PERFORMANCE TRIGGERS

A. Initial Performance Triggers

The following shall represent the applicable Performance Triggers, as may be modified from time to time in accordance with the terms hereof, and to be assessed on the basis of data collected from the first full Quarter following the Effective Date:


1.	the Quarterly Average Delinquency Ratio exceeds [***] (the “ Delinquency Trigger Event ”);


2.	the Quarterly Average Foreclosure Sale Ratio falls below [***] (the “ Foreclosure Sale Trigger ”) for two consecutive Quarters (the “ Foreclosure Sale Trigger Event ”);


3.	the Quarterly Average Workout Ratio falls below [***] (the “ Workout Trigger ”) for two consecutive Quarters (the “ Workout Trigger Event ”); and


4.	the Net SLA Monthly Penalty Amount exceeds [***] of the Monthly Fee Amount for such month (the “ Excessive SLA Failure Trigger ”) in every month for two consecutive Quarters (the “ Excessive SLA Failure Trigger Event ”).

Subject to the automatic modification of the Workout Trigger as set for in Section D below, any modifications to Performance Triggers shall be evidenced in writing and shall take effect in the Quarter during which such modifications were agreed to, unless the parties mutually agree otherwise. In addition to the specific provisions set forth in Sections B , C and D of this Exhibit J relating to the conditions under which a Performance Trigger may be modified, the Owner/Servicer and Subservicer agree to modify any of the above Performance Triggers from time to time in cases where there have been or will be material changes to the portfolio of Subject Loans constituting the reference class of the applicable Performance Trigger. Upon the occurrence of any Force Majeure Event, that has a material impact on the Subservicer’s ability to service the Subject Loans pursuant to the Agreement, the parties will agree to waive any of the Performance Triggers to the extent affected.

B. Delinquency Trigger Resets

The Subservicer and Owner/Servicer shall mutually agree to a modification of the Delinquency Trigger under each of the following circumstances: (i) (x) in the event that the delinquency rate set forth in the "Seriously Delinquent As a % of Total Loans NSA" quarterly index from Mortgage Bankers Association (FORLTOSD Index on Bloomberg) (the " Index ") increases by more than three percentage points from the rate set forth in such report for the month ending June 2017 and (y) thereafter, in the event of any subsequent material increase in such rate or (ii) to the extent that the Index does not capture the impact of industry-wide events which would materially impact delinquency rates (for example, industry-wide foreclosure holds imposed by states regulators).

Exhibit J-1

C. Foreclosure Sale Trigger Resets

The Subservicer and Owner/Servicer shall mutually agree on a modification to the Foreclosure Sale Trigger in the event that one or more judicial rulings or state regulatory actions, decrees, interpretations or guidance occurs that impact more than [***] percent ([***]%) of the total number of Subject Loans counted in the Subservicer’s active foreclosure inventory on the date of such occurrence.

D. Workout Trigger Resets

(a) The Workout Trigger shall be modified, effective as of January 1, 2019, to an amount equal to [***] of the average monthly Workout Ratio for the calendar year of 2018 and, for each subsequent calendar year, effective as of January 1 ^st of such year, the Workout Trigger shall be modified to an amount equal to [***] of the average monthly Workout Ratio of the prior calendar year; provided that, to the extent the Quarterly Average Workout Ratio falls below the Workout Trigger for the Quarter beginning in October and the Quarterly Average Workout Ratio is above the Workout Trigger for the following Quarter beginning in January solely as a result of the automatic modification of the Workout Trigger as set forth in this sentence, then the Workout Trigger for the Quarter beginning in January shall not be included for purposes of calculating the Workout Trigger Event and the parties agree to use the Workout Trigger for the Quarters beginning in October and April to determine if a Workout Trigger Event occurred. The parties agree that the Workout Trigger may be recalibrated after January 1, 2019 based on quarterly rather than annual averages in order to reflect seasonal fluctuations.

(b) The Subservicer and Owner/Servicer shall mutually agree on a modification to the existing (or automatically modified pursuant to clause (a) above) Workout Trigger under each of the following circumstances: (i) any regulatory changes that result in substantially lower modification rates on an industry-wide basis, (ii) the previously modified proportion of the portfolio of Subject Loans that are 60+ Day Delinquent increases to more than [***], and thereafter, for each subsequent increase of [***] (iii) a decrease in modification eligibility of the Subject Loans due to substantial macroeconomic changes, including but not limited to, material changes in (x) home prices, (y) interest rates and/or (z) unemployment rates, and (iv) conditions materially affecting modification rates, including, for example, the availability and funding of governmental modification programs.

The Subservicer and Owner/Servicer shall mutually agree on a modification or reconstruction of the Workout Trigger to compare the Subservicer's loss mitigation performance against the performance of the mortgage servicing industry (in which the Subservicer would be expected to be within a range of average industry levels) to the extent a reliable industry benchmarking loss mitigation data has been introduced and is generally acceptable to the secondary mortgage market.

E. Excessive SLA Failure Trigger Waivers and Applicability

The SLAs used to calculate the Aggregate Net SLA Monthly Penalty Rate shall include all SLAs other than (i) any SLA identified as inapplicable to the Excessive SLA Failure Trigger on

Exhibit J-2

Exhibit F of the Agreement, as updated from time to time by mutual agreement of the parties and (ii) any SLAs that the Owner/Servicer and Subservicer have agreed to waive or exclude on the basis of major events beyond the Subservicer’s control which materially and adversely affect the servicing of the Subject Loans under the Agreement, including, without limitation, conflicts or issues with Approved Parties or Vendors selected by the Owner/Servicer, regulatory changes, Force Majeure Events or events affecting the mortgage servicing industry as a whole and not specific to Subservicer.

F. Definitions

“ 60+ Day Delinquent ”: With respect to any Subject Loan, the Mortgage Loan that would be considered sixty (60) days or more contractually delinquent following the OTS Methodology.

“ 90+ Day Delinquent ”: With respect to any Subject Loan, the Mortgage Loan that would be considered ninety (90) days or more contractually delinquent following the OTS Methodology.

“ Affected SLA ”: (i) In the event that there are major system changes impacting the Subservicer’s servicing platform as a whole, for a period of six months following such changes or increase, all SLAs and (ii) in the event that there are major system changes impacting particular areas of the Subservicer’s servicing activities, for a period of six months following such changes, all SLAs related to such areas.

For the avoidance of doubt, if there is a system change, the double and triple SLA penalties shall not count towards the Excessive SLA Failure Trigger. However, they shall count towards the subservicer economics and during the six month period reference above the 25% cap on adjustments to subservicer economics shall be in place.

“ Delinquency Ratio ”: With respect to the Subject Loans, as of the end of each calendar month, the percentage equivalent of a fraction, (x) the numerator of which is the total unpaid principal balance of the Subject Loans which are 90+ Day Delinquent, including Subject Loans in foreclosure which are 90+ Day Delinquent, Subject Loans in bankruptcy which are 90+ Day Delinquent, plus the loan balance (prior to conversion to REO) of REO Properties, that were subserviced by the Subservicer during such month and (y) the denominator of which is the total unpaid principal balance of all Subject Loans.

“ Force Majeure Event ”: Any event beyond the reasonable control of the Subservicer including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

Exhibit J-3

“ Foreclosure Sale Ratio ”: With respect to the Subject Loans, as of the end of each calendar month, the percentage equivalent of a fraction, (x) the numerator of which is total number of Subject Loans with respect to which the foreclosure sale has been completed as of the end of the day on the last day of such calendar month, and (y) the denominator of which is the total number of Subject Loans counted in the Subservicer’s foreclosure inventory (whether active or on hold) as of the end of the day on the last day of such calendar month.

“ Incentive Amount ”: For each SLA, the amount computed pursuant to Exhibit F , if applicable.

“ Measurement Loans ”: Other than any Mortgage Loans with respect to which the Subservicer is solely performing Master Servicing functions, the Prior Ocwen Serviced Loans and any Mortgage Loans subject to a Deferred Servicing Agreement (as defined in the Master Agreement) as of the date of the Master Agreement or were previously subject to a Deferred Servicing Agreement and are being serviced or subserviced by the Subservicer, including on an interim basis, other than the Mortgage Loans with respect to which (x) the Servicing Rights have been transferred to a third party pursuant to Section 9.3 of the Master Agreement or (y) the Rights to MSRs and Transferred Receivables Assets (as defined in the Master Agreement) have been transferred to Subservicer from an Affiliate of Owner/Servicer pursuant to the Purchase Option (as defined in the Master Agreement).

" Monthly Fee Amount ": For each month, an amount equal to (A) the product of (i) [***] and (ii) the total unpaid principal balance of the Mortgage Loans as of the first Business Day of such calendar month that were subserviced by the Subservicer during such calendar month, excluding those Mortgage Loans for which the Subservicer is solely performing Master Servicing functions in this Agreement, (B) divided by 12.

“ Net SLA Monthly Penalty Amount ”: For each month, the amount, if positive, equal to (A) the aggregate Penalty Amounts payable by the Subservicer, if any, with respect to the SLAs in such month minus (B)(i) if applicable, any such amounts paid as the result of a double or triple penalty multiplier for any Affected SLA and (ii) the aggregate Incentive Amounts payable to the Subservicer, if any, with respect to the SLAs in such month; provided that the amount to be included in clause (A) or (B) with respect to each Quarterly SLA shall be zero in each month prior to the initial calculation of such Quarterly SLA and for each month following such initial calculation shall be the Penalty Amount or Incentive Amount, if applicable, from the most recent calculation of such Quarterly SLA. For the avoidance of doubt penalties and incentives related to Master Servicing SLAs shall not count towards the calculation of the Net SLA Monthly Penalty Amount.

“ New Mortgage Loan ”: With respect to any existing Mortgage Loan subject to this Agreement, a new mortgage loan (i) which is originated when the related Mortgagor (A) refinances such existing Mortgage Loan with proceeds from such new mortgage loan which is secured by the same mortgaged property or (B) pays off in full such existing Mortgage Loan and obtains a new mortgage loan secured by a different mortgaged property and, in each case, such refinancing or new borrowing resulted from the solicitation efforts of the Subservicer or any brokers, correspondent lenders, agents or independent contractors that Subservicer engaged to solicit such refinancing or

Exhibit J-4

new borrowing on its behalf and (ii) for which the related Servicing Rights are transferred to the Owner/Servicer pursuant to Exhibit B .

“ OTS Methodology ”: A method of calculating delinquency of a Subject Loan based upon The Office of Thrift Supervision method, under which method a Subject Loan is considered delinquent if the payment has not been received by the Subject Loan’s next due date. For example, a Subject Loan with a due date of August 1, 2017, with no payment received by the close of business on September 1, 2017, would have been reported as delinquent on October 1, 2017.

“ Penalty Amount ”: For each SLA, the amount computed pursuant to Exhibit F , including, without limitation, the application of any applicable double penalties, triple penalties or waivers and taking into account the consecutive failure requirement for a penalty to be assessed.

“ Quarter ”: A period consisting of three consecutive calendar months and beginning with either January, April, July or October.

“ Quarterly Average Delinquency Ratio ”: With respect to each Quarter, the percentage equivalent of a fraction, (x) the numerator of which is the sum of the Delinquency Ratios for each of the applicable three months and (y) the denominator of which is three.

“ Quarterly Average Foreclosure Sale Ratio ”: With respect to each Quarter, the percentage equivalent of a fraction, (x) the numerator of which is the sum of the Foreclosure Sale Ratios for each of the applicable three months and (y) the denominator of which is three.

“ Quarterly Average Workout Ratio ”: With respect to each Quarter, the percentage equivalent of a fraction, (x) the numerator of which is the sum of the Workout Ratios for each of the applicable three months and (y) the denominator of which is three.

“ Quarterly SLAs ”: Each SLA with a designated frequency of “quarterly” on Exhibit F .

“ Subject Loans ”: Each of (i) the Measurement Loans and (ii) any Transferred-In Loans agreed upon by the parties; provided that (x) with respect to the calculation of the Foreclosure Sale Ratio, a Transferred-In Loan shall not be deemed a Subject Loan until a date that is mutually agreed by the parties and (y) with respect to the calculation of the Workout Ratio, a Transferred-In Loan shall not be deemed a Subject Loan until a date that is mutually agreed to by the parties.

“ Transferred-In Loans ”: Other than any Mortgage Loans with respect to which the Subservicer is solely performing Master Servicing functions in this Agreement, each of (i) any New Mortgage Loans and (ii) any Mortgage Loans that become subject to this Agreement pursuant to an Acknowledgement Agreement with respect to which the Subservicer is not solely performing Master Servicing functions.

“ Workout Ratio ”: With respect to the Subject Loans, as of the end of each calendar month, the percentage equivalent of a fraction, (x) the numerator of which is total number of the Subject Loans with respect to which, during such month either a non-HAMP modification, a short-sale or a deed-in-lieu agreement, in each case, has been completed, and (y) the denominator of which is

Exhibit J-5

the total number of Subject Loans which are 60+ Day Delinquent, but excluding any Subject Loans for which the related Mortgaged Property has become an REO Property.

G. Reporting

In addition to the Subservicer's other reporting obligations set forth in Section 2.8 of the Agreement, with respect to the Performance Triggers, the Subservicer will, in a format reasonably requested by the Owner/Servicer, report the following:

With respect to the Delinquency Trigger, the Foreclosure Sale Trigger and the Workout Trigger, (i) on a monthly basis, when available, but in no case later than ten Business Days after the end of the following month, the prior month’s Delinquency Ratio, Foreclosure Sale Ratio and Workout Ratio, together with the relevant data used to calculate such ratios and (ii) on a quarterly basis, when available, but in no case later than ten Business Days after the end of the first month following the applicable quarter, the Quarterly Average Delinquency Ratio, the Quarterly Average Foreclosure Sale Ratio and the Quarterly Average Workout Ratio and a comparison of such ratios to the Delinquency Trigger, the Foreclosure Sale Trigger and the Workout Trigger, respectively.

With respect to the Excessive SLA Failure Trigger, (i) on a monthly basis, when available, but in no case later than fifteen Business Days after the end of the following month, the Net SLA Monthly Penalty Amount for such month, which report shall include (i) a comparison to the Excessive SLA Failure Trigger, (ii) an identification of the applicable SLAs used to calculate the Net SLA Monthly Penalty Amount, (iii) any applicable Penalty Amount or Incentive Amount used to calculate the Net SLA Monthly Penalty Amount and (iv) any other relevant information (in addition to the previously delivered monthly and quarterly reports under Exhibit F to the Agreement).

Exhibit J-6

EXHIBIT K

ADVANCE POLICY

THE REMAINDER OF THIS PAGE AND THE FOLLOWING 14 PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

EXHIBIT L

MSRPA SCHEDULE



MSRPA	(parties to add list of MSRPA provisions)



MSRPA	(parties to add MSRPA description)



MSRPA	(parties to add MSRPA description)

Exhibit L-1

EXHIBIT M

FORM OF LIMITED POWER OF ATTORNEY

Document drafted by and

After Recording Return Document To:

Ocwen Loan Servicing, LLC

5720 Premier Park Drive, Building 3

West Palm Beach, Florida 33407

Attention: Record Services

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that New Residential Mortgage LLC (the “ Company ”), having a place of business at 1345 Avenue of the Americas, 45th Floor, North Suite, New York, New York 10105, does hereby constitute and appoint Ocwen Loan Servicing, LLC a Delaware limited liability company (“ Ocwen ”), having an office at 1661 Worthington Road, Suite 100, West Palm Beach, Florida 33409, by and through its officers, its true and lawful Attorney-in-Fact, in its name, place and stead and for its benefit, in connection with mortgage loans serviced by Ocwen on behalf of the Company (the " Mortgage Loans ") pursuant to and subject to the terms and conditions of that certain Subservicing Agreement, as described on Exhibit A between Ocwen and the Company (the “ Subservicing Agreement ”) for the purpose of performing all acts and executing all documents in the name of the Company necessary and incidental to the servicing of the Mortgage Loans, including but not limited to:


1.	Foreclosing delinquent Mortgage Loans or discontinuing such foreclosure proceedings, including, but not limited to, the execution of notices of default, notices of sale, assignments of bids, and assignments of deficiency judgments, and appearing in the prosecuting bankruptcy proceedings;

Selling, transferring or otherwise disposing of real property that is or becomes subject to the Subservicing Agreement, whether acquired through foreclosure or otherwise, including, but not limited to, executing all contracts, agreements, deeds, assignments or other instruments necessary to effect such sale, transfer or disposition, and receiving proceeds and endorsing checks made payable to the order of the Company from such proceedings;


3.	Preparing, executing, and delivering satisfactions, cancellations, discharges or full or partial releases of lien, subordination agreements, modification agreements, assumption agreements, substitutions of trustees under deeds of trust, and UCC-3 Continuation Statements;


4.	Endorsing promissory notes and executing assignments of mortgages, deeds of trust, deeds to secure debt, and other security instruments securing said promissory notes in connection with Mortgage Loans for which Ocwen has received full payment of all outstanding amounts due on behalf of the Company;

Exhibit M-1


5.	Endorsing insurance proceeds checks and mortgage payment checks to the order of the Company; and


6.	Any and all such other acts of any kind and nature whatsoever that are necessary and prudent to service the Mortgage Loans, in each case, in accordance with the terms and conditions in the Subservicing Agreement.

The Company further grants to Ocwen full power and authority to do and perform all acts necessary for Ocwen to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the Company might or could do with the same validity as if all and every such act had been herein particularly stated, expressed and especially provided for, and hereby ratifies and confirms all that Ocwen shall lawfully do by virtue of the powers and authority granted and contemplated hereby, and all that Ocwen has previously done pursuant to or in connection with the Subservicing Agreement or any Limited Power of Attorney previously granted by the Company to Ocwen. This Limited Power of Attorney shall be in full force and effect as of August 16, 2017 (Date) until the earlier of the date of termination of the Subservicing Agreement or the date the Company revokes or terminates this Limited Power of Attorney by written notice to Ocwen.

Nothing herein shall give the Attorney-in-Fact hereunder the right or power to negotiate or settle any suit, counterclaim or action against the Company. The Company shall have no obligation to inspect or review any agreement or other document or item executed by the Attorney-in-Fact hereunder on behalf of the Company pursuant to this Limited Power of Attorney and as such, the Attorney-in-Fact hereunder expressly acknowledges that the Company is relying upon such Attorney-in-Fact to undertake any and all necessary procedures to confirm the accuracy of any such agreement, document or other item. This Limited Power of Attorney and each grant of power and authority hereunder shall at all times be limited by and subject to the terms and conditions of the Subservicing Agreement.

Third parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney, and may be satisfied that this Limited Power of Attorney has not been revoked by the Company, unless a revocation has been recorded in the public records of the jurisdiction where this Limited Power of Attorney has been recorded, or unless such third party has received actual written notice of a revocation.

Exhibit M-2

NEW RESIDENTIAL MORTGAGE LLC

(Company)



By:

Name:

Title:

_____________________________________

Witness – ___________

_____________________________________

Witness – ___________

STATE OF NEW YORK

COUNTY OF NEW YORK

On this ___ day of ___________, 20__, before me, the undersigned, a Notary Public in and for said State and County, personally appeared ___________, personally known to me to be the person who executed the within instrument as ___________, on behalf of New Residential Mortgage LLC, and he or she acknowledged that said instrument is the act and deed of said New Residential Mortgage LLC, and that he or she, being authorized to do so, executed and delivered said instrument for the purposes therein contained.

WITNESS by hand and official seal.

___________________________

Notary Public

[Seal]

___________________________

My Commission Expires

Exhibit M-3

Exhibit A

SUBSERVICING AGREEMENT, DATED AS OF JULY 23, 2017, BY AND BETWEEN NEW RESIDENTIAL MORTGAGE LLC AND OCWEN LOAN SERVICING, LLC

Exhibit M-4

EXHIBIT N

CLIENT MANAGEMENT PROTOCOLS

Subservicer’s Client Management Protocols are comprised of five components (i) Client Relations/Issue Management, (ii) Client Integration, (iii) Change Management, (iv) Client Reporting and (v) Audit/Testing Management. The staff specifically dedicated to managing the relationship (“ Client Relationship Managers ” or “ CRMs ”) shall utilize the protocols herein, as may be changed from time to time and mutually agreed by both parties, to coordinate the resources of Subservicer to address the requests of Owner/Servicer.

THE REMAINDER OF THIS PAGE AND THE FOLLOWING PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Exhibit N-1

EXHIBIT O

ADVANCE FACILITY COOPERATION COSTS


1.	[***] for amendments with no certificates or opinions


2.	[***] for new facilities or amendments with opinions


3.	[***] for public deals (which would include opinion and disclosure related work)

Exhibit O-1

EXHIBIT P-1

TRANSFER PROCEDURES

(PRIMARY SERVICING)

THE REMAINDER OF THIS PAGE AND THE FOLLOWING 11 PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Exhibit P-1-1

EXHIBIT P-2

TRANSFER PROCEDURES

(MASTER SERVICING)

TO BE MUTUALLY AGREED UPON FOLLOWING THE EFFECTIVE DATE

Exhibit P-2-1

EXHIBIT Q

LEVEL OF DISCLOSURE SCHEDULE

THE REMAINDER OF THIS PAGE AND THE FOLLOWING PAGE OF THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Exhibit Q-1

EXHIBIT R

MASTER SERVICING ADDENDUM

Section 2B.01

DEFINITIONS

Whenever used in this Exhibit R, the following words and phrases, unless the context requires otherwise, shall have the meanings specified below. Capitalized terms used in this Exhibit R but not otherwise defined shall have the meanings set forth in Article I of the Agreement (except to the extent modified pursuant to Section 2B.02 below).

Master Servicing Addendum : The rights and obligations specifically set forth in this Exhibit R.

Master Servicing Rights : The Servicing Rights identified as master servicing rights on Exhibit B of the Transfer Agreement.

Servicer Guide : The “Servicer Guide”, as referenced or defined in the applicable Servicing Agreement and Client Contract.

Section 2B.02

The Owner/Servicer hereby agrees that Subservicer has full power and authority to enforce the Client Contracts and Servicer Guide on behalf of Owner/Servicer solely with respect to the applicable Mortgage Loans related to the Master Servicing Rights.

The Owner/Servicer and Subservicer acknowledge and agree that the servicing function with respect to the Mortgage Loans related to the Master Servicing Rights is performed by various SBO Servicers (and may include the Subservicer in its capacity as a primary servicer).

The Owner/Servicer may amend any Client Contract pursuant to a Change Request and otherwise subject to the procedures set forth in Section 2.3 of the Agreement.

Solely with respect to the Mortgage Loans related to the Master Servicing Rights, the Subservicer hereby agrees to perform Master Servicing on behalf of the Owner/Servicer in accordance with the terms of (i) the Agreement (unless expressly set forth below) (ii) the applicable Servicing Agreement, (iii) applicable Client Contract, and (iv) the applicable Servicer Guide; provided that, with respect to any REO Disposition Services that are permitted under the related Servicing Agreement with respect to the Master Servicing Rights and referred to the Subservicer as an SBO Servicer, the Subservicer shall comply with Section 2.10 of the Agreement and the Owner/Servicer shall be entitled to all Downstream Ancillary Income in connection therewith. For the avoidance of doubt,

Exhibit R-1

solely with respect to the Mortgage Loans related to the Master Servicing Rights, the Subservicer shall have no obligation to perform any of the duties and obligations that are enumerated below; provided that nothing herein shall limit or constrain any obligation of the Subservicer in the Agreement related to Subservicer in its capacity as a primary servicer.

(a)

No SBO Servicer shall be considered a "Vendor" as defined in Article I of the Agreement; provided that nothing herein shall limit or restrict any monitoring, oversight, audit rights or other obligations, in each case, the Subservicer has, on behalf of the Owner/Servicer as the owner of the Master Servicing Rights, under the applicable Servicing Agreement, the applicable Client Contract, and the applicable Servicer Guide.


(b)	Section 2.1(f) shall not apply.


(c)	Section 2.1(g) shall not apply.


(d)	Section 2.2(a) shall not apply unless required by Applicable Requirements.


(e)	Section 2.2(b) shall not apply unless required by Applicable Requirements.


(f)	Section 2.5 shall not apply to (i) Escrow Accounts unless required by Applicable Requirements and (ii) notwithstanding anything set forth in clause (i), any Custodial Accounts or Escrow Accounts held by an SBO Servicer.


(g)	Section 2.6(c) shall not apply unless required by Applicable Requirements.


(h)	Section 2.6(d) shall apply to (i) records relating to Master Servicing and (ii) records relating to the Subservicing to the extent required by Applicable Requirements.


(i)	Section 2.6(e) shall not apply unless required by Applicable Requirements.


(j)	Section 2.8(a) and (b) shall only apply with respect reports and remittances the Subservicer makes to certificateholders as part of the Master Servicing obligations pursuant to Applicable Requirements.

(k)

Sections 2.8(c) and (d) shall only apply with respect to reports relating to Master Servicing and any such report shall be separate and may differ from the reports provided by Subservicer in its capacity as subservicer. Notwithstanding the forgoing, the Subservicer shall provide access, either through an online portal or FTP, to the Owner/Servicer, upon reasonable request, for any other report(s), data or information that the Subservicer receives in its capacity as Master Servicer which the Subservicer is not otherwise required to deliver to the Owner/Servicer hereunder.


(l)	Section 2.8(e) shall only apply with respect to reports related to (i) litigation for which the Subservicer (in its capacity as Master Servicer) is directly managing and (ii) litigation that names Subservicer as a party as Master Servicer on behalf of Owner/Servicer and any such

Exhibit R-2

report shall be separate and may differ from the reports provided by Subservicer in its capacity as subservicer; it being agreed that the Subservicer shall have no obligation to oversee foreclosure and bankruptcy attorneys in its Master Servicing role unless required by Applicable Requirements.


(m)	Section 2.9 shall not apply.


(n)	Section 2.15 shall not apply.


(o)	Section 2.17 shall not apply.


(p)	Section 2.20 shall not apply unless required by Applicable Requirements.


(q)	Section 2.21 shall not apply unless required by Applicable Requirements.


(r)	Section 3.1 shall not apply.


(s)	Section 3.2 shall not apply.


(t)	Section 3.3 shall not apply.


(u)	Section 3.4 shall not apply.


(v)	Articles VI and VII shall only apply with respect to the Master Servicing and Master Servicing Rights and shall not extend to SBO Servicers.

(w)

Article VIII shall only apply with respect to the Master Servicing and Master Servicing Rights and shall not extend to SBO Servicers; provided that nothing herein shall limit, restrict or qualify the Owner/Servicer's rights to indemnification and remedies (as owner of the Master Servicing Rights) that are set forth in the applicable Servicing Agreement, the applicable Client Contract, and/or the applicable Servicer Guide.


(x)	For the avoidance of doubt the following Exhibits shall not apply: B, C, D, P-1.


(y)	The Service Level Agreements with respect to Master Servicing shall only be those specifically identified as “Master Servicing SLAs”.

Exhibit R-3

EXHIBIT S

TRANSFER MILESTONES

PART I

Requirements of Ocwen for NRZ to fund 100% of Termination Fee Deposit Amount to Escrow Account

[***]

PART II

Requirements of Ocwen for Escrow Agent to release Initial 50% of Termination Fee Deposit Amount

[***]

PART III

Requirements of Ocwen for Escrow Agent to release Second 50% of Termination Fee Deposit Amount

[***]

Exhibit S-1

SCHEDULE 1.1

CHANGE OF CONTROL

Owner/Servicer agrees that it will apply its reasonable discretion in evaluating a proposed transaction pursuant to which [***] would become the direct or indirect owner(s) of the majority of the stock of the Subservicer and such discretion shall be limited to determining that the transaction does not expose Owner/Servicer to increased risk relating to financial or servicing performance, regulatory compliance, operations, portfolio defense or the ability to finance.

Schedule 1.1-1

SCHEDULE 2.1(e)

BACK-UP SERVICING REPORTS

[***]

Schedule 2.1(e)-1

SCHEDULE 2.8(n)

RAMP-UP ACTIVITIES

THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Schedule 2.8(n)-1

SCHEDULE 2.13(e)

ADVANCE DISPUTE RESOLUTION MECHANICS

THE REMAINDER OF THIS PAGE AND THE FOLLOWING THREE PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

Schedule 2.13(e)-1

SCHEDULE 7.11

REPRESENTATIONS REGARDING ADVANCES

Representations and Warranties:

As of each Advance Reimbursement Date (or such other date if set forth below), the Subservicer hereby represents and warrants to the Owner/Servicer that the following representations and warranties are true and correct with respect to the related Advances:

•

Each Advance is an Eligible Advance and arising under a Servicing Agreement that is an Eligible Servicing Agreement and has been fully funded by the Subservicer using its own funds and/or Amounts Held for Future Distribution (to the extent permitted under the related Eligible Servicing Agreement) and/or amounts received by the Subservicer from Owner/Servicer under this Agreement; provided, that notwithstanding the foregoing Subservicer makes no representation or warranty as to the status of title or any interest of a depositor, an issuer or an indenture trustee under a Servicing Agreement to or in any Advance.


•	The Owner/Servicer is entitled to reimbursement for each Advance made pursuant the related Eligible Servicing Agreement.


•	The Subservicer has no reason to believe that the related Advance will not be reimbursed or paid in full.


•	Such Advance has not been identified by the Subservicer or reported to the Subservicer by the related trustee or Investor as having resulted from fraud perpetrated by any Person.


•	Such Advance is not secured by real property and is not evidenced by an instrument.


•	Such Advance is not due from the United States of America or any state or from any agency, department or instrumentality of the United States of America or any state thereof.

Definitions:

Whenever used in this Schedule 7.11, the following words and phrases, unless the context requires otherwise, shall have the meanings specified below. Capitalized terms used in this Schedule 7.11 but not otherwise defined shall have the meanings set forth in Article I of the Agreement.

Advance : Any P&I Advance or Servicing Advance.

Schedule 7.11-1

Advance Reimbursement Date : Each date from which the Owner/Servicer paid and/or reimbursed the Subservicer for any Advances, in each case, pursuant to the terms of this Agreement.

Amounts Held for Future Distribution : To the extent permitted under the Eligible Servicing Agreement, the Owner/Servicer's right to remit amounts held for distribution to the related trustee or Investor in a future month on deposit in each Custodial Account, to the related trustee or Investor as part of the Owner/Servicer's monthly P&I Advances required under the related Eligible Servicing Agreement.

Eligible Advance : An Advance:

(i) which constitutes a “general intangible” or “payment intangible” within the meaning of Section 9-102(a)(42) (or the corresponding provision in effect in a particular jurisdiction) of the UCC as in effect in all applicable jurisdictions;

(ii) which is denominated and payable in United States dollars;

(iii) which arises under and pursuant to the terms of a Eligible Servicing Agreement and, at the time the related Advance was made or any deferred servicing fee accrued, (A) was determined by the Subservicer, in good faith to (1) be ultimately recoverable from the proceeds of the related Mortgage Loan, related liquidation proceeds or otherwise from the proceeds of or collections on the related Mortgage Loan and (2) comply with all requirements for reimbursement or payment under, the related Eligible Servicing Agreement and as to which the Subservicer has complied with all of the requirements for reimbursement under the related Eligible Servicing Agreement and, and (B) was authorized pursuant to the terms of the related Eligible Servicing Agreement; provided, that any mandatory Advances, including, without limitation, foreclosure litigation expenses or broker price opinion costs permitted or required under the related Servicing Agreement shall not be disqualified under this clause even if not recoverable from collections on or proceeds of the related Mortgage Loan if, and only if, they are recoverable from other collections with respect to the related pool of Mortgage Loans pursuant to the related Servicing Agreement and the Advance Policy and the Subservicer has determined in good faith to be ultimately recoverable from such funds;

(iv) with respect to which, as of the related Advance Reimbursement Date, the Subservicer had not (A) taken any action that would materially and adversely impair the right, title and interest of Owner/Servicer or any assignee of Owner/Servicer, or (B) failed to take any action that was necessary to avoid materially and adversely impairing the Owner/Servicer or Owner/Servicer’s assignee right, title or interest therein;

(v) the Advance related to which has been fully funded by the Subservicer using its own funds and/or Amounts Held for Future Distribution (to the extent permitted under the related Eligible Servicing Agreement);

(vi) which, if arising under a Servicing Agreement which is not related to a closed-end securitization trust, provides for reimbursement or payment to the Owner/Servicer in

Schedule 7.11-2

respect of the related Advance in full at the time the servicing of such Mortgage Loan is transferred out of such Servicing Agreement such that it is no longer subject to such Servicing Agreement; and

(vii) made in accordance with the terms of the Agreement.

Eligible Servicing Agreement : As of any date of determination, any Servicing Agreement which meets the following criteria:

(i) pursuant to the terms of such Servicing Agreement:

(A) under such agreement, the Owner/Servicer is permitted to reimburse itself for the related Advance out of late collections of the amounts advanced, including from insurance proceeds and liquidation proceeds from the Mortgage Loan with respect to which such Advance was made, prior to any holders of any notes, certificates or other securities backed by the related mortgage loan pool or any other owner of or investor in the Mortgage Loan, and prior to payment of any party subrogated to the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to any related Mortgage Pool or any related trustee, custodian, hedge counterparty or credit enhancer; provided, that reimbursement of any Advance with respect to a second lien Mortgage Loan shall be subject to any first lien on the related Mortgaged Property or REO Property, as applicable, under which such Advance arises;

(B) under such agreement, if the Owner/Servicer determines that an Advance will not be recoverable out of late collections of the amounts advanced or out of insurance proceeds or liquidation proceeds from the Mortgage Loan with respect to which the Advance was made, the Owner/Servicer has the right to reimburse or pay itself for such Advance out of any funds (other than prepayment charges) in the Custodial Account or out of general collections received by the Owner/Servicer or Subservicer on its behalf with respect to any Mortgage Loans serviced under the same Eligible Servicing Agreement, prior to any payment to any holders of any notes, certificates or other securities backed by the related mortgage loan pool or any other owner of or investor in the Mortgage Loan, and prior to payment of any party subrogated to the rights of the holders of such securities (such as a reimbursement right of a credit enhancer) or any hedge or derivative termination fees, or to the related Mortgage Pool or any related trustee, custodian or credit enhancer (a “ General Collections Backstop ”), except that this clause (i)(B) shall not apply to Loan-Level Advance;

(ii) all Advances arising under such Servicing Agreement are free and clear of any adverse claim in favor of any Person (other than the Owner/Servicer);

(iii) the Eligible Servicing Agreement is in full force and effect;

Schedule 7.11-3

(iv) the Servicing Agreement arises under and is governed by the laws of the United States or a State within the United States; and

(v) The Subservicer has not voluntarily elected to change the reimbursement mechanics of Advances under such Servicing Agreement from a pool-level reimbursement mechanic or payment mechanic to a loan-level reimbursement mechanic or payment mechanic or from a loan-level reimbursement mechanic or payment mechanic to a pool-level reimbursement mechanic or payment mechanic without consent of Owner/Servicer.

Loan-Level Advance : An Advance that arises under a Eligible Servicing Agreement that does not provide that the related Advance is reimbursable from general collections and proceeds of the entire related mortgage pool if such Advance is determined to be a Nonrecoverable Advance.

Nonrecoverable Advance : An Advance that is determined to be “non-recoverable” from late collections or liquidation or other proceeds of the Mortgage Loan in respect of which such Advance was made.

Schedule 7.11-4

SCHEDULE 8.1

SERVICING AGREEMENTS
WITH FOR CONVENIENCE TERMINATION




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Schedule 8.1-1

Exhibit 10.45

EXECUTION VERSION

COOPERATIVE BROKERAGE AGREEMENT

This COOPERATIVE BROKERAGE AGREEMENT (this “ Agreement ”), dated as of August 28, 2017, is by and among REALHome Services and Solutions, Inc., a Florida corporation (“ RHSS, Inc. ”), REALHome Services and Solutions – CT, Inc., a Connecticut corporation (“ RHSS CT ”), and New Residential Sales Corp., a Delaware Corporation (“ NRZ Brokerage ”) (each of RHSS (as defined herein) and NRZ Brokerage being a “ Party ,” and together the “ Parties ”).

WHEREAS , New Residential (as defined herein) owns or may acquire certain MSRs (as defined herein); and

WHEREAS , New Residential has, or will have, as applicable, the right and obligation to market and sell REO Properties (as defined herein) that previously secured mortgage loans for which New Residential owns, or will own, the MSRs and engages NRZ Brokerage to facilitate the marketing and sale of REO Properties, as set forth herein; and

WHEREAS , NRZ Brokerage desires for RHSS to market and sell REO Properties with respect to which New Residential has engaged or will engage NRZ Brokerage to facilitate the marketing and sale of the properties and RHSS desires to accept such referrals; and

WHEREAS , in consideration for NRZ Brokerage’s referral to RHSS of real estate listings on an exclusive basis relating to Subject REO Referrals (as defined herein), NRZ Brokerage will be entitled to the Commissions (as defined herein) with respect to the Subject REO Referrals for which RHSS facilitates the sale on the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Recitals . The recitals set forth above are incorporated by reference herein and made a part of this Agreement.

2. Capitalized Terms . The terms set forth below have the meanings ascribed to them for the purposes of this Agreement. Other capitalized terms contained in this Agreement (including in the Recitals) and not set forth in this Section 2 shall have the meanings assigned to them as defined herein:

(a) “ Acceptable Offer ” means an offer or bid received for a Subject REO Referral that satisfies the applicable requirements to be accepted that are specified in the pricing methodology set forth in Exhibit 6 hereto, or otherwise approved by the applicable seller.

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(b) “ Acquisition Date ” means, with respect to a Covered Portfolio, the date on which New Residential acquires the MSRs related to such Covered Portfolio, including the right to sell the related REO Properties that previously secured loans in such Covered Portfolio.

(c) “ Adverse Action ” means any regulatory or criminal investigation, regulatory enforcement action, consent order or other adversarial proceeding (including civil litigation from non-regulatory entities), sanction, fee, fine, penalty, judgment, other liability; excluding, however, any such regulatory investigations, sanctions, fees, fines, penalties, judgments or other liabilities arising out of or relating to claims that are of de minimis effect to the applicable entity.

(d) “ Affected Properties ” has the meaning set forth in Section 3(f)(iv) hereof.

(e) “ Affiliate ” means, with respect to an entity, another entity that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such entity, provided however, with respect to New Residential, “ Affiliate ” means any entity that is directly or indirectly Controlled by New Residential Investment Corp.

(f) “ Agreement ” has the meaning set forth in the preamble.

(g) “ Altisource ” means Altisource Solutions S.à. r.l., a Luxembourg société à responsabilité limitée, a private limited liability company.

(h) “ Altisource Affiliated Escrow Agent ” means an escrow agent that is RHSS, Altisource, or an Altisource Affiliate.

(i) “ Applicable Law ” means, at a given time, all federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders in effect at such time.

(j) “ Auction Cycle ” means the active marketing of an REO Property for sale as part of an active time limit bidding (auction) cycle, which shall not be longer than seven days from the commencement of the auction.

(k) “ Cash Threshold ” has the meaning set forth in Section 19(a)(xi) hereto.

(l) “Change of Control” means:


(i)	With respect to RHSS, Inc., (i) any transaction or event (or series of related transactions or events) as a result of which the Corporate Parent ceases to own, directly or indirectly, one

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hundred percent (100%) of the combined voting power of RHSS Inc.’s outstanding capital stock; (ii) the sale, lease, transfer, conveyance or other disposition (in one or a series of related transactions) of all or substantially all of RHSS Inc.’s assets, other than to a wholly-owned subsidiary of the Corporate Parent; or (iii) the consummation of a merger or consolidation (or similar business combination) of RHSS Inc. with or into another entity that is not a wholly-owned subsidiary of Corporate Parent, or any other corporate reorganization, the result of which is that less than one hundred percent (100%) of the combined voting power of the continuing or surviving entity’s outstanding capital stock immediately after such transaction is owned by the persons who were direct or indirect equity holders of RHSS Inc. immediately prior to such transaction.


(ii)	With respect to RHSS CT, circumstances under which RHSS CT shall cease to be Controlled, directly or indirectly, by the Corporate Parent.

(iii)

With respect to the Corporate Parent, means (i) any “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) shall have obtained the power (whether or not exercised) to elect a majority of the board of directors of the Corporate Parent; (ii) 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 forty-five percent (45%) or more (on a fully diluted basis) of the combined voting power of the Corporate Parent’s outstanding capital stock; or (iii) 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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(m) “ Closing ” has the meaning set forth in Section 5(b) hereto.

(n) “ Commissions ” has the meaning set forth in Section 5(a) hereto.

(o) “ Controlled ” or “ Control ” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies or operations of an entity, whether through the ownership of voting securities, by contract, as general partners, as manager, or otherwise.

(p) “ Corporate Parent ” means Altisource Portfolio Solutions S.A.

(q) “ Covered Portfolios ” means, individually or collectively,

(i) All Portfolios identified on Exhibit 1A attached hereto to the extent New Residential acquires the MSRs for the related Portfolio (collectively, the “ HLSS Portfolios ”);

(ii) All Portfolios associated with MSRs that New Residential (1) acquires from Ocwen, or (2) acquires from an entity into which Ocwen merged or which acquired Ocwen or all or substantially all of Ocwen’s assets (collectively “ Ocwen Successors ”), provided, however, that Portfolios associated with MSRs that New Residential acquires from an Ocwen Successor shall be Covered Portfolios only if Ocwen owned the MSRs immediately prior to the transaction pursuant to which the Ocwen Successor acquired the MSRs (collectively, the “ Ocwen Portfolios ”). Upon the transfer of MSRs to New Residential from Ocwen with respect to a Portfolio under this paragraph (ii), NRZ Brokerage will deliver to RHSS a schedule (to be attached hereto as Exhibit 1B ) of the Portfolios within the Ocwen Portfolios, which schedule shall be updated in the event that New Residential acquires additional Portfolios from Ocwen;

(iii) Only upon PHH Mortgage Corporation’s approval of RHSS as a vendor, all Portfolios identified on Exhibit 2 attached hereto (collectively, the “ PHH Portfolios ”) to the extent New Residential acquires the MSRs for the related Portfolio; and

(iv) Any other Portfolios that correspond to MSRs that NRZ Brokerage and RHSS agree in writing from time to time that will be subject to this Agreement. Upon such agreement, NRZ Brokerage will deliver to RHSS a schedule of the Portfolios that shall become Covered Portfolios pursuant to this subparagraph (o)(iv), which

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schedule shall become an exhibit hereto and shall be updated in accordance with the Parties’ agreement.

(r) “Disclosed Matters” has the meaning set forth in Section 6(c) hereto.

(s) “ [***] REO Properties ” means all Subject REO Referrals that [***].

(t) “ Existing REO Properties ” means all Subject REO Referrals that were listed by or through RHSS prior to the Acquisition Date for the related Covered Portfolio.

(u) “ First Licensed Jurisdiction ” has the meaning set forth in Section 6(d) hereto.

(v) “ [***] Jurisdiction License Failure ” has the meaning set forth in Section 19(g)(i) hereto.

(w) “ Governmental Authority ” shall mean any national or federal, state, regional, or local government or other political subdivision, including without limitation all agencies thereof, and any person with jurisdiction exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

(x) “ Guarantor ” shall mean the guarantor under the Guaranty or any permitted successors or assigns to its obligations thereunder.

(y) “ Guaranty ” shall mean the guaranty of Altisource Solutions S.à. r.l., in favor of and for the benefit of New Residential and New Residential Sales Corp., dated as of the date hereof.

(z) “ Impacted Referrals ” has the meaning set forth in Section 19(c) hereto.

(aa) “ Indemnifying Party ” has the meaning set forth in Section 15 hereto.

(bb) “ Jurisdiction Based Termination ” has the meaning set forth in Section 19(g)(i) hereto.

(cc) “ License Suspension Period ” has the meaning set forth in Section 19(c) hereto.

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(dd) “ Most Recent Pre-Sales Market Value ” means, with respect to an REO Property being listed for sale, the most recent appraisal, valuation, or broker price opinion received for a REO Property.

(ee) “ MSRs ” means residential mortgage servicing rights.

(ff) “ Net Sales Price ” means the net sales price of an REO Property calculated based on gross sales prices for such REO Property, but excluding, for the avoidance of doubt, in all cases any buyer’s premium and technology fee.

(gg) “ New Residential ” means New Residential Investment Corp. together with the New Residential Affiliates.

(hh) “ New Residential Representatives ” has the meaning set forth in Section 15 hereto.

(ii) “ Non-Compliant Party ” has the meaning set forth in Section 19(a) hereto.

(jj) “ NRZ Brokerage ” has the meaning set forth in the preamble.

(kk) “NRZ Brokerage Directed Methodology” means any pricing methodology that, pursuant to Section 3(f) of this Agreement, NRZ Brokerage directs RHSS to employ that materially differs from the pricing methodology set forth in Exhibit 6 hereto or, if applicable, the pricing methodology different from that set forth in Exhibit 6 hereto as amended pursuant to the terms of Section 3(f) hereof.

(ll) “ NRZ Indemnity Claim ” has the meaning set forth in Section 15 hereto.

(mm) “ NRZ Indemnity Claim Exception ” has the meaning set forth in Section 15 hereto.

(nn) “ Ocwen ” means, collectively and individually, Ocwen Financial Corporation and/or one or more of Ocwen’s Affiliates.

(oo) “ Ocwen Agreements ” means that certain master agreement, and that certain transfer agreement, each of which is dated July 23, 2017 and is between Ocwen and New Residential.

(pp) “ Online Auction ” has the meaning set forth in Section 3(c) hereto.

(qq) “ Party ” or “ Parties ” has the meaning set forth in the preamble.

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(rr) “ Performance Scorecard ” means the document attached as Exhibit 7 hereto.

(ss) “ Personal Information ” has the meaning set forth in Section 6(f) hereto.

(tt) “ Portfolio ” means a collection of mortgage loans that are the subject of a corresponding set of MSRs.

(uu) “ Qualified Non-RHSS Broker ” has the meaning set forth in Section 3(b)(1) hereto.

(vv) “ Quarterly Performance Score ” means, with respect to a given Service Level Metric in the Performance Scorecard and with respect to a given calendar quarter, the weighted average of the performance score for each of the three calendar months constituting such calendar quarter, such weighted average being based on the volume of REO Properties being listed during such calendar months.

(ww) “ [***] REO Property ” means all Subject REO Referrals with respect to which [***].

(xx) “ Regulator ” means any court, board, agency, commission, office, or other authority of any nature whatsoever for any Governmental Authority (federal, state, county, district, municipal, city, country or otherwise) or governmental unit.

(yy) “ REO Property ” means a property acquired through foreclosure, acceptance of a deed-in-lieu of foreclosure, short sale, or otherwise in accordance with Applicable Law in connection with the default or imminent default of a mortgage loan.

(zz) “ RHSS ” means, with respect to each jurisdiction applicable to this Agreement, the Affiliate of Altisource having the obligations of a Party hereto in such jurisdiction, which Affiliate of Altisource shall be:

(i) RHSS, Inc. unless (ii) or (iii) applies;

(ii) RHSS CT, with respect to Connecticut; or

(iii) an Affiliate of RHSS, Inc., which is a direct or indirect subsidiary of Altisource that (1) is licensed in such jurisdiction to perform the brokerage services contemplated in this Agreement and (ii) executes a joinder to this Agreement agreeing to assume the obligations of RHSS, Inc. with respect to such jurisdiction.

(aaa) “ RHSS CT ” has the meaning set forth in the preamble.

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(bbb) “ RHSS, Inc. ” has the meaning set forth in the preamble.

(ccc) “ RHSS Indemnity Claim ” has the meaning set forth in Section 15 hereto.

(ddd) “ RHSS Representatives ” has the meaning set forth in Section 15 hereto.

(eee) “ Sales Contrac t” means a contract of sale under terms that constitute an Acceptable Offer, which has been fully executed by the potential buyer and the seller of the related REO Property.

(fff) “ Service Level Metrics ” means those categories of service performance and associated target levels of service performance identified in the Performance Scorecard attached hereto as Exhibit 7 , or such other categories and associated target levels as subsequently agreed to by the Parties.

(ggg) “ Services LOI ” means that certain Letter of Intent between Altisource and New Residential Investment Corp. and dated as of the date hereof relating to the services Altisource and its Affiliates shall agree to provide to New Residential with respect to the Covered Portfolios (as defined in such Letter of Intent).

(hhh) “ Servicing Agreement ” means any servicing agreement, pooling and servicing agreement, trust and servicing agreement, indenture, trust agreement or similar agreement, in each case to which New Residential is a party (including though assignment and/or assumption) as the servicer (including master, special, primary or subservicer) thereunder or to which New Residential is bound as of the related Acquisition Date; provided , however , such term does not include any such agreement between NRZ and an affiliated or unaffiliated third party, pursuant to which NRZ further delegates servicing functions to such third party.

(iii) “ Standard Seller Commission Percentage ” means the greater of [***] percent ([***]) of the Net Sales Price and the minimum commission payable to all real estate brokers representing the seller as specified in the listing agreements referenced in Section 3(a) hereof.

(jjj) “ Subject REO Referral ” has the meaning set forth in Section 3 hereto.

(kkk) “ Suspended REO Referral ” has the meaning set forth in Section 19(d) hereto.

(lll) “ Termination Event” has the meaning set forth in Section 19(a) hereto.

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(mmm) “ Terminating Party ” has the meaning set forth in Section 19(a) hereto.

(nnn) “ Third Party Claim ” has the meaning set forth in Section 15 hereto.

(ooo) “ Total Seller Payable Commission ” means, with respect to a sale of a Subject REO Referral, the total real estate broker’s commission payable to all real estate brokers representing the seller of such Subject REO Referral.

(ppp) “Transfer” has the meaning set forth in Section 10(b) hereto.

(qqq) “ Vendor Management Addendum ” means the document attached as Exhibit 5 hereto.

3. Subject REO Referrals .

(a) NRZ Brokerage shall refer all listings and all sales of all REO Properties in the Covered Portfolios in the jurisdiction(s) in which NRZ Brokerage possesses all requisite licenses and approvals to engage in the conduct set forth in this Agreement, which REO Property NRZ Brokerage has been engaged to list, market, or sell and has the contractual and legal authority to refer to RHSS (the “ Subject REO Referrals ”) during the term of this Agreement. In connection with any such referrals, RHSS and the applicable New Residential entity shall enter into separate listing agreements from time to time, substantially in the form and substance attached hereto as Exhibit 3 , which such listing agreement may be executed by RHSS as appointed through power of attorney granted by the applicable New Residential entity. In the event of any conflict between any listing agreement and this Agreement, this Agreement will control. With respect to those Subject REO Referrals that constitute Existing REO Properties, NRZ Brokerage agrees it shall not take any action that interferes with RHSS acting as the listing broker and such Existing REO Properties shall be excluded from payment of any Commissions hereunder, except to the extent the Existing REO Properties are de-listed in accordance with Section 3(e) below, in which case Commissions shall be payable hereunder once the properties are relisted in accordance with this Agreement. Subject to the terms hereof, NRZ Brokerage hereby grants RHSS the right to list, market and/or sell the REO Properties associated with the Subject REO Referrals via the Hubzu ^® platform or another online auction platform, charging a buyer’s premium totaling up to [***] percent ([***] %) of the Net Sales Price, subject to a minimum of $[***], and, only if the buyer’s premium is [***] percent ([***] %) subject to a minimum of $[***], a technology fee of [***] $[***] in the event a property is auctioned or, regardless of the buyer’s premium, a technology fee of [***] $[***] in the event a property is not auctioned.

(b) Notwithstanding the provisions of Section 3(a) hereof, for all Subject REO Referrals other than [***] REO Properties, NRZ Brokerage may require RHSS to engage third-party real estate brokers to list Subject REO Referrals upon the later of (i) three business days from

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the date on which NRZ Brokerage gives RHSS written notice and (ii) in the event NRZ Brokerage gives RHSS written notice while a property is within an active Auction Cycle, three days after the end of that Auction Cycle, under the following circumstances:

(1) the terms and provisions of the applicable Servicing Agreement require engagement of a real estate broker with qualifications or requirements that RHSS does not and is not able to satisfy at a given time (a “ Qualified Non-RHSS Broker ”);

(2) the trustee of the trust related to the Servicing Agreement, investors (other than New Residential in its capacity as an investor) in the securities related to the Servicing Agreement, or counterparties to the related Servicing Agreement, notify the securitization trustee or master servicer, New Residential, or any party acting on behalf of New Residential, including its applicable subservicer or vendor, in writing, that the related Servicing Agreement or Applicable Law requires New Residential to engage a Qualified Non-RHSS Broker or that failure to engage a Qualified Non-RHSS Broker would be a breach of New Residential’s obligations or duties under the related Servicing Agreement;

(3) NRZ Brokerage reasonably determines, based on Adverse Action, regulatory guidance or issuance, regulatory directive or other written or oral public statement by a Regulator made on behalf of the applicable Government Authority, that the failure to cause RHSS to engage a Qualified Non-RHSS Broker presents significant risk to New Residential of Adverse Action; and

(4) under any other circumstances in which NRZ Brokerage desires to engage a third-party real estate broker; provided , however that at any given time, the aggregate Most Recent Pre-Sales Market Value for all REO Properties in each Covered Portfolio for which third-party real estate broker referrals are required to be made pursuant to this Section 3(b)(4) shall not exceed [***] percent ([***]%) of the total Most Recent Pre-Sales Market Value for all REO Properties in such Covered Portfolio at such given time.

In the event that NRZ Brokerage requires RHSS to engage a third-party real estate broker to list Subject REO Referrals pursuant to Sections 3(b)(1) , 3(b)(2) or 3(b)(3) above, such conclusion shall be supported by the advice, though not necessarily a formal written opinion, of duly licensed and qualified outside counsel that the failure to use a third-party broker would present significant risk of Adverse Action to New Residential. In the event that NRZ Brokerage directs RHSS to engage a third-party real estate broker to list Subject REO Referrals pursuant to Sections 3(b)(1) , 3(b)(2) or 3(b)(3) above, NRZ Brokerage agrees to (i) consult with RHSS with respect thereto for a period of at least five (5) business days before RHSS must engage a third-party broker and (ii) upon RHSS’s written request, provide RHSS with written analysis supporting NRZ Brokerage’s conclusion (though a formal written opinion of counsel shall not be required).

In the event that NRZ Brokerage requires RHSS to engage a third-party real estate broker to list Subject REO Referrals pursuant to Section 3(b)(3) , RHSS shall be required to so engage such third-

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party real estate broker only for so long as such significant risk of Adverse Action remains to warrant such requirement, as determined by NRZ Brokerage in its reasonable discretion based on the advice, though not necessarily a formal written opinion, of duly licensed counsel. Once NRZ Brokerage has determined that such regulatory concerns have abated, RHSS shall be re-instated to provide brokerage services to the related Subject REO Referrals without being required to so engage such third-party real estate broker; provided , however , that RHSS’s reinstatement shall not apply to listings that are then pending with third-party real estate brokers unless and until such listings with such third-party real estate brokers expire. If Adverse Action was commenced against or with respect to NRZ Brokerage, NRZ Brokerage will work diligently with the applicable Regulator to mitigate risks relating thereto.

RHSS shall notify NRZ Brokerage in writing within 30 days of receiving the direction if RHSS reasonably believes that engaging a third-party real estate broker is anticipated to have a negative impact on RHSS’s performance score on the Performance Scorecard, in which case RHSS shall provide to NRZ Brokerage data and written support of such analysis.

If RHSS so notifies NRZ Brokerage, the Parties hereto shall immediately cooperate with one another and negotiate in good faith to enter into amendments of the Performance Scorecard and the Service Level Metrics as applicable to the Subject REO Referrals as to which NRZ Brokerage has directed RHSS to engage a third-party real estate broker, and during the time in which the Parties negotiate such amendments, NRZ Brokerage shall, at its option, either (x) allow RHSS to market and sell the properties without engaging a third-party real estate broker, in which case the Performance Scorecard and the existing Service Level Metrics shall apply or (y) require RHSS to engage a third-party real estate broker, in which case the Performance Scorecard and the Service Level Metrics shall not apply to the properties as to which NRZ Brokerage has directed RHSS to engage a third-party real estate broker unless and until the Parties agree in writing to an amended set of Service Level Metrics set forth on the Performance Scorecard; provided , however , that in the event of (y), RHSS shall continue to track its performance under the Service Level Metrics and if, after a period of six months, the use of third-party real estate brokers has not materially impacted RHSS’s performance, the Service Level Metrics and the Performance Scorecard that existed when NRZ Brokerage directed RHSS to engage third-party real estate brokers shall apply. The Parties agree to submit all disputes regarding appropriate Service Level Metrics to the dispute resolution process set forth in Section 21 hereof.

Notwithstanding anything to the contrary herein, in the event that NRZ Brokerage requires RHSS to engage a specific third-party real estate broker under this Section 3(b) , RHSS shall not have any liability for any actions of that third-party real estate broker and NRZ Brokerage shall indemnify RHSS and hold it harmless against claims relating to the third-party real estate broker’s conduct to the fullest extent set forth in Section 15 of this Agreement, except to the extent that RHSS’s or Altisource’s acts or omissions, or information provided by RHSS or Altisource, resulted in the third-party real estate broker’s conduct.

In the event that NRZ Brokerage requires RHSS to engage a third-party real estate broker under this Section 3(b) but does not specify that RHSS must engage a particular third-party real estate broker, RHSS shall retain responsibility for the conduct of the third-party real estate broker and

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shall indemnify NRZ Brokerage and New Residential and hold them harmless against claims relating to the third-party real estate broker’s conduct to the fullest extent set forth in Section 15 of this Agreement. NRZ Brokerage hereby represents and warrants that, as of the date hereof, NRZ Brokerage does not have knowledge of facts or notice of circumstances under which NRZ Brokerage would require RHSS to engage third-party real estate brokers to list Subject REO Referrals under this Section 3(b) .

(c) Notwithstanding the provisions of Section 3(a) hereof, for all Subject REO Referrals other than [***] REO Properties, NRZ Brokerage may direct RHSS not to sell Subject REO Referrals in a time-limit bidding format on an auction website (an “ Online Auction ”) upon the later of (i) three business days from the date on which NRZ Brokerage gives RHSS written notice and (ii) in the event NRZ Brokerage gives RHSS written notice while a property is within an active Auction Cycle, three days after the end of that Auction Cycle, under the following circumstances:

(1) the terms and provisions of the applicable Servicing Agreement prohibit the sale of REO Properties through an Online Auction;

(2) the terms and provisions of the applicable Servicing Agreement do not prohibit the sale of REO Properties through an Online Auction but only permit such sale pursuant to qualifications or requirements that neither RHSS nor any of its Affiliate entities satisfy or are able to satisfy at a given time;

(3) investors (other than New Residential in its capacity as an investor) in the securities related to the Servicing Agreement, or counterparties to the related Servicing Agreement, notify the securitization trustee or master servicer, New Residential or any party acting on behalf of New Residential, including its applicable subservicer or vendor, in writing, that the related Servicing Agreement or Applicable Law prohibit the sale of REO Properties through an Online Auction or that the sale of REO Properties through an Online Auction would be a breach of New Residential’s obligations or duties under the related Servicing Agreement;

(4) investors (other than New Residential in its capacity as an investor) in the securities related to the Servicing Agreement, or counterparties to the related Servicing Agreement, notify the securitization trustee or master servicer, New Residential or any party acting on behalf of New Residential, including its applicable subservicer or vendor, in writing, that, although the related Servicing Agreement or Applicable Law do not prohibit the sale of REO Properties through an Online Auction, such Servicing Agreement or Applicable Law permits the sale of REO Properties only permit such sales pursuant to qualifications or requirements that neither RHSS nor any of its Affiliate entities satisfy or are able to satisfy at a given time and that the sale of REO Properties by RHSS through an Online Auction would be a breach of New Residential’s obligations or duties under the related Servicing Agreement;

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(5) NRZ Brokerage, whether on NRZ Brokerage’s own initiative or in response to a request from RHSS, reasonably determines that, based on Adverse Action, regulatory guidance or issuance, regulatory directive, or other written or oral public statement by a Regulator on behalf of the applicable Government Authority, the sale of REO Properties through an Online Auction by real estate brokers presents significant risk to New Residential of Adverse Action;

(6) NRZ Brokerage reasonably determines that the conditions of Section 3(c)(5) are not satisfied but that, based on Adverse Action, regulatory guidance or issuance, regulatory directive, or other written or oral public statement by a Regulator made on behalf of the applicable Governmental Authority, permitting RHSS to sell REO Properties through an Online Auction presents significant risk to New Residential of Adverse Action; and

(7) under any other circumstances in which NRZ Brokerage deems appropriate in its reasonable discretion; provided , however that, at any given time, the total Most Recent Pre-Sales Market Value for all REO Properties in each Covered Portfolio for which Online Auctions are not permitted pursuant to this Section 3(c)(7) shall not exceed [***] percent ([***]%) of the total Most Recent Pre-Sales Market Value for all REO Properties in such Covered Portfolio at such given time.

In the event that NRZ Brokerage directs RHSS not to sell Subject REO Referrals through an Online Auction pursuant to Sections 3(c)(1) through 3(c)(6) above, such conclusion shall be supported by the advice, though not necessarily a formal written opinion, of duly licensed and qualified outside counsel that permitting the sale of REO Property through an Online Auction would present significant risk of Adverse Action to New Residential.

In the event any of the circumstances described in Sections 3(c)(1) through 3(c)(6) are present, NRZ Brokerage agrees to (i) consult with RHSS with respect thereto for a period of at least five (5) business days before RHSS must cease selling REO Property through an Online Auction and (ii) upon RHSS’s written request, provide RHSS with written analysis supporting NRZ Brokerage’s conclusion (though provision of a formal written opinion of counsel to RHSS shall not be required ). In the event RHSS ceases or limits the use of Online Auctions pursuant to Sections 3(c)(1) through 3(c)(6) above, the Parties shall convene telephonically monthly, upon the request of either Party, to reassess whether such the facts giving rise to such cessation or limitation are still in place and, if NRZ Brokerage determines in its sole and absolute discretion that such facts are no longer in place (either in whole or in one or more jurisdictions), NRZ Brokerage shall permit the use of Online Auctions in such jurisdictions; provided , however , that the use of Online Auctions in such jurisdictions shall not apply to listings that have at least one pending Acceptable Offer as of the authorization date, unless (I) such listings do not go under Active Sales Contract within 30 days of the authorization date, (II) such listings no longer have at least one pending Acceptable Offer or (III) such listings do go under Active Sales Contract but such Sales Contract is subsequently cancelled.

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Any Subject REO Referral for which NRZ Brokerage directs RHSS not to sell though an Online Auction pursuant to this Section 3(c) shall be excluded for the purposes of determining the performance score on the Service Level Metrics, as reflected on the Performance Scorecard. NRZ Brokerage hereby represents and warrants that, as of the date hereof, NRZ Brokerage does not have knowledge of facts or notice of circumstances under which NRZ Brokerage would direct RHSS not to sell Subject REO Referrals through an Online Auction under this Section 3(c) .

(d) In the event that NRZ Brokerage directs RHSS (i) to engage third-party real estate brokers to list a Subject REO Referral pursuant to Section 3(b)(4) and directs RHSS not to sell such Subject REO Referral through an Online Auction pursuant to Section 3(c)(7) , such directions shall count towards each of the respective [***] percent ([***]%) thresholds specified in Sections 3(b)(4) and 3(c)(7) , respectively; (ii) to engage third-party real estate brokers to list a Subject REO Referral pursuant to Section 3(b)(4) and directs RHSS not to sell such Subject REO Referral through an Online Auction other than pursuant to Section 3(c)(7) , such directions shall count towards the [***] percent ([***]%) threshold specified in Section 3(b)(4) but not the [***] percent ([***]%) threshold specified in Section 3(c)(7) ; and (iii) to engage third-party real estate brokers to list a Subject REO Referral other than pursuant to Section 3(b)(4) and directs RHSS not to sell such Subject REO Referral through an Online Auction pursuant to Section 3(c)(7) , such directions shall count towards the [***] percent ([***]%) threshold specified in Section 3(c)(7) but not the [***] percent ([***]%) threshold specified in Section 3(b)(4) .

(e) De-Listing of Existing REO Properties.

(i)

Within ten (10) calendar days after the later of (1) NRZ Brokerage’s written notice to RHSS that the Acquisition Date for the related Covered Portfolio has occurred, or (2) the effective date of an agreement between Ocwen (or such other owner of any Ocwen Portfolio or applicable Affiliate thereof) and RHSS and/or one or more of its Affiliates whereby Ocwen (or such other owner of any Ocwen Portfolio or applicable Affiliate thereof) has authorized RHSS to de-list Existing REO Properties, RHSS shall de-list all Existing REO Properties that, as of the Acquisition Date for the applicable Portfolio, (i) are not in an active Auction Cycle, (ii) are not under an active Sales Contract, and (iii) do not have at least one pending Acceptable Offer.

(ii)

With respect to Existing REO Properties that are in an active Auction Cycle as of the Acquisition Date, if the property is not under active Sale Contract within thirty calendar days of the close of the Auction Cycle, RHSS shall de-list the property within three business days thereafter, and RHSS shall conduct itself in accordance with the standard practices and procedures in place prior to the Acquisition Date regarding the processing of Acceptable Offers and Sales Contracts. If the REO Property goes under active Sales Contract within thirty calendar days of the close of the Auction Cycle but

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the contract is subsequently cancelled, RHSS shall de-list the REO Property within three (3) business days after the cancellation of the Sales Contract.

(iii)

With respect to Existing REO Properties that have at least one pending Acceptable Offer as of the Acquisition Date, if the property is not under active Sales Contract within thirty days of the Acquisition Date, RHSS shall de-list the property within three business days thereafter, and RHSS shall conduct itself in accordance with the standard practices and procedures in place prior to the Acquisition Date regarding the processing of Acceptable Offers and Sales Contracts. If the REO Property goes under active Sales Contract within 30 calendar days of the Acquisition Date but the contract is subsequently cancelled, RHSS shall de-list the REO Property within three (3) calendar days after the cancellation of the Sales Contract.


(iv)	With respect to Existing REO Properties that are under an active Sales Contract as of the Acquisition Date but which Sales Contracts are subsequently cancelled, RHSS shall de-list such REO Properties within three (3) calendar days after the cancellation of the Sales Contract.

(f) Pricing Methodology. RHSS shall list and market, and to the extent the Subject REO Referrals are sold, facilitate the sale of, Subject REO Referrals in accordance with the pricing methodology set forth on Exhibit 6 hereto, as such methodology may be amended in writing from time to time pursuant to this Section 3(f) ; and with respect to (1) any material changes, as such changes have been requested by RHSS and approved by NRZ Brokerage in writing; and (2) any immaterial changes, as RHSS notifies NRZ Brokerage in writing at least five days prior to the implementation of such change.


(i)	NRZ Brokerage shall have the right, but not the obligation, to provide a NRZ Brokerage Directed Methodology to RHSS to apply to an individual Subject REO Referral or multiple Subject REO Referrals, and RHSS shall comply with the NRZ Brokerage Directed Methodology within two business days of NRZ’s Brokerage’s direction.


(ii)	Intentionally omitted.


(iii)	As of the date hereof, the Parties agree that the pricing methodology to be used in setting the property reserve prices shall be as set forth in Exhibit 6 hereto, which Exhibit shall be deemed updated in the event NRZ Brokerage requests, and RHSS agrees in writing to, a different methodology in accordance with this Section 3(f) .


(iv)	If a NRZ Brokerage Directed Methodology is implemented, the Performance Scorecard and the Service Level Metrics shall not apply to

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any Subject REO Referral that is the subject of and affected by such NRZ Brokerage Directed Methodology (the “ Affected Properties ”), though RHSS shall continue to track the Service Level Metrics of Affected Properties and shall report the Service Level Metrics of Affected Properties to NRZ Brokerage monthly. For the avoidance of doubt, the Service Level Metrics shall continue to apply to all Subject REO Referrals unless and until each Subject REO Referral becomes an Affected Property.

If the Affected Properties constitute greater than [***]% of the then-listed Subject REO Referrals in the Covered Portfolios, the Affected Properties shall be excluded from the Performance Scorecard and Service Level Metrics (as described in the immediately preceding sentences), though RHSS shall continue to track the Service Level Metrics of Affected Properties.

After [***] months from the implementation of the NRZ Brokerage Directed Methodology that caused the Affected Properties to exceed [***]% of the listed Subject REO Referrals in the Covered Portfolios, RHSS shall deliver a written report to NRZ Brokerage reflecting the Service Level Metrics for the Affected Properties and such report shall indicate the specific rule from the NRZ Brokerage Directed Methodology that impacted each Affected Property. The Parties shall then reasonably cooperate with one another and negotiate in good faith to enter into amendments to the Performance Scorecard and the Service Level Metrics, such reasonableness and good faith to take into account the Service Level Metrics data available to the Parties and the number, nature and magnitude of NRZ Brokerage Directed Methodology changes implemented with respect to the Affected Properties over the nine-month period. During the time in which the Parties negotiate such amendments, the Performance Scorecard and the Service Level Metrics shall continue to not apply to the Affected Properties unless and until the Parties agree in writing to an amended set of Service Level Metrics, though RHSS shall continue to track the Affected Properties’ performance under the Service Level Metrics. In the event the Parties are unable to reach agreement regarding an amended Performance Scorecard and Service Level Metrics, NRZ Brokerage and RHSS shall use, at NRZ’s option, either (x) the most recently mutually agreed-upon applicable pricing methodology, in which case the then-current Performance Scorecard and then-existing Service Level Metrics shall apply to all non-Affected Properties or (y) the NRZ Brokerage Directed Methodology, in which case the Affected Properties shall continue to be excluded from the Performance Scorecard and the Service Level Metrics.

4. Non-Covered Portfolios on Exhibit 1A . For all Portfolios listed on Exhibit 1A in which New Residential owns an economic interest but, pursuant to the Ocwen Agreements, New

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Residential has not acquired title to the Portfolios’ MSR, to the extent that, after the date hereof, New Residential acquires the contractual right to designate a broker to market and list REO Properties associated with such economic interests, the Parties agree to enter into a separate agreement or agreements pursuant to which those Portfolios will be Covered Portfolios following execution by Altisource, RHSS, Inc., RHSS CT, New Residential Mortgage LLC and New Residential of an amendment to that certain Letter Agreement among such parties, dated as of the date hereof to account for such Portfolios in a manner substantially identical to the manner in which the Covered Portfolios are treated thereunder. Any such agreements will be identical to this Agreement, including with respect to any Commissions due thereunder, except insofar as changes are necessary to accurately describe New Residential’s rights with respect to the Portfolios.

5. Commissions .

(a) In consideration for the Subject REO Referrals, NRZ Brokerage shall, subject to Section 5(c) , be entitled to receive, as its sole compensation, the commissions in the amounts set forth below (individually and collectively, “ Commissions ”) solely in connection with the sale and conveyance of Subject REO Referrals by or through RHSS, regardless of whether RHSS elects or is directed to engage a third-party real estate agent or broker to assist with the sale. Payment of such Commissions will be made in accordance with Section 5(b) :

(i)

With respect to Subject REO Referrals that are from the HLSS Portfolio or the Ocwen Portfolio, in each case other than Existing REO Referrals, [***] REO Properties, or [***] REO Properties, which referral occurs prior to the date that is the earlier of (1) [***] months after the Acquisition Date related to the MSRs for the Portfolio containing the loan that was previously secured by such REO Property, and (2) [***] months from the date of this Agreement:

[***]

(ii)

With respect to Subject REO Referrals, in each case other than Existing REO Referrals, [***] REO Properties, or [***] REO Properties, that are from (1) the HLSS Portfolio or the Ocwen Portfolio, which referral occurs on or after the date which is the earlier of (a) [***] months after the Acquisition Date related to the MSRs for the Portfolio containing the loan that was previously secured by such REO Property, and (b) [***] months from the date of this Agreement, or (2) the PHH Portfolio, which referral occurs at any time during the term of this Agreement:

[***]


(iii)	[*] REO Properties. With respect to a Subject REO Referral that is [*]:

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[***]


(iv)	[*] REO Properties. With respect to a Subject REO Referral that is [], the commission to NRZ Brokerage will be []. The Parties may agree in writing on alternative commission terms for [*] REO Properties on a case-by-case basis.


(v)	Existing REO Properties. Notwithstanding the foregoing in this Section 5(a) , with respect to a Subject REO Referral that is an Existing REO Property at the time of the sale and conveyance of Subject REO Referrals, the commission to NRZ Brokerage will be [***].


(vi)	With respect to a Subject REO Referral that is from a Covered Portfolio other than the HLSS Portfolio, Ocwen Portfolio, or PHH Portfolio, a commission equal to an amount to be determined by the Parties with respect to each Portfolio when it becomes a Covered Portfolio in accordance with this Agreement.

(b) It is the intent of the Parties that Commissions be paid to NRZ Brokerage by the escrow agent from the proceeds at the closing of the sale of any Subject REO Referrals (“ Closing ”). RHSS shall wire or cause to be wired, the Commissions, in immediately available funds, to the bank account designated by NRZ Brokerage to RHSS in writing. RHSS shall provide NRZ Brokerage’s wiring instructions to the escrow agent. RHSS shall cause the Commissions to be documented in the relevant settlement statement prior to or at Closing. RHSS shall pay (or cause to be paid) to NRZ Brokerage (i) ninety percent (90%) of the total Commissions due NRZ Brokerage pursuant to Section 5 arising out of sales of Subject REO Referrals within five (5) business days following the Closings for such sales of Subject REO Referrals and (ii) inclusive of the amounts paid under clause (i), one hundred percent (100%) of the total Commissions due NRZ Brokerage pursuant to Section 5 arising out of sales of Subject REO Referrals within fifteen (15) business days following the Closings for such sales of Subject REO Referrals; provided , however that RHSS shall not be responsible for delays in timing of the payment of Commissions (and such delays shall not count towards the foregoing payment timelines) to the extent caused by Applicable Law restricting or precluding RHSS or the Altisource Affiliated Escrow Agent from making such payment or any litigation, court order, faulty wiring instructions provided by NRZ Brokerage and operational issues with the wiring or receiving bank; provided further , that, RHSS shall use its commercially reasonable efforts to remediate any issue(s) resulting in delayed payment to NRZ Brokerage. In the event that delays in payment to NRZ Brokerage, no matter the reason for the delay, impact more than 5% of the Commissions owed to NRZ Brokerage at any given time, RHSS shall provide to NRZ Brokerage a written action plan for remediating the delays and shall provide NRZ Brokerage with monthly status reports regarding RHSS’s progress under the applicable action plan.

NRZ Brokerage hereby provides RHSS with the authority to collect, and NRZ Brokerage will cooperate in RHSS’s collection of, any remaining amounts owed on the Commissions on NRZ

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Brokerage’s behalf. NRZ Brokerage understands and agrees that Commissions payable to NRZ Brokerage are its full and complete compensation under this Agreement and RHSS shall have no responsibility for any payments to other service providers unless directly engaged or agreed to in writing by RHSS. NRZ Brokerage shall provide “read-only” bank account access to RHSS for the purpose of tracking NRZ Brokerage’s receipt of Commissions; failure to do so (or to otherwise provide RHSS with substantially real-time information necessary for RHSS to determine whether all Commissions have been received by NRZ Brokerage) shall, solely with respect to the Commissions with respect to which NRZ Brokerage failed to provide such access and information, suspend any liability for RHSS due it any failure to deliver or cause to be delivered Commissions to NRZ Brokerage within the time period specified in the preceding paragraph and any termination rights associated therewith. If the monthly report shows that NRZ Brokerage has received more Commissions than to which it is entitled hereunder (due to timing issues or otherwise) or to the extent that RHSS is otherwise aware that NRZ Brokerage has received more Commissions than to which it is entitled hereunder (due to timing issues or otherwise), NRZ Brokerage shall remit such excess amounts to RHSS within two (2) business days of NRZ Brokerage’s knowledge of an overpayment or receipt of a written request from RHSS for such payment, which such request shall direct NRZ Brokerage to the monthly report that reflects such excess amounts or, if the related monthly report is insufficient for such purposes or has not been provided, shall include other supporting documentation; provided, however, that to the extent NRZ Brokerage believes that RHSS may have made a payment of Commissions to NRZ Brokerage in excess of the Commissions to which NRZ Brokerage is entitled, NRZ Brokerage shall notify RHSS of such belief within two (2) business days and shall reasonably cooperate with RHSS in investigating such excess payment.

(c) NRZ Brokerage shall not be entitled to receipt of any Commissions (and any prior right shall automatically terminate) upon the termination of the listing agreement with respect to any Subject REO Referral.

6. Compliance with Laws; Authority; Broker License.

(a) Each Party agrees that it will materially comply with Applicable Laws in the performance of its obligations hereunder and in the operation of its business. No Party will take actions in violation of Applicable Law that could reasonably be expected to result in a material liability being imposed on the other Party.

(b) NRZ Brokerage hereby represents and warrants to RHSS that, as of the date of this Agreement (i) Exhibit 1A is an accurate and complete list of the Portfolios New Residential has acquired or contracted to acquire from Ocwen, which for the avoidance of doubt includes all MSRs that are subject to the Ocwen Agreements, (ii) Exhibit 2 is an accurate and complete list of the Portfolios of MSRs New Residential has contracted to acquire from PHH Mortgage Corporation, pursuant to the Agreement for Purchase and Sale of Mortgage Servicing Rights, dated as of December 28, 2016, by and among, New Residential Mortgage LLC, PHH Mortgage Corporation and PHH Corporation, (iii) to its knowledge, it has, or will have, as applicable, the right to market and sell the Subject REO Referrals and to refer the Subject REO Referrals to RHSS to market and sell such REO Properties; provided , however , that NRZ Brokerage’s ability to refer the Subject

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REO Referrals in the PHH Portfolios to RHSS is subject to PHH Mortgage Corporation’s approval of RHSS as a vendor, (iv) it is not aware of any event or circumstance, either ongoing or imminent, that would require NRZ Brokerage to require RHSS to engage a third-party real estate broker to list Subject REO Referrals pursuant to Section 3(b) hereof, (v) it is not aware of any event or circumstance, either ongoing or imminent, that would require NRZ Brokerage to direct RHSS not to use an Online Auction in the sale of Subject REO Referrals pursuant to Section 3(c) hereof, (vi) it has all requisite corporate or other entity power and authority to enter into, deliver and fully perform its obligations under, this Agreement, (vii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and properly approved and validly authorized by all requisite corporate or other entity action on its part, (viii) this Agreement has been duly executed and delivered by NRZ Brokerage and (ix) no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to any governmental authority or other third party is necessary or required to be made or obtained by NRZ Brokerage to enable it to lawfully execute and deliver, enter into, and perform its obligations under this Agreement. This Agreement constitutes a valid and binding obligation of NRZ Brokerage, enforceable against NRZ Brokerage in accordance with the terms hereof. NRZ Brokerage further covenants that it will use best efforts during the term of the Agreement to maintain its rights to appoint RHSS as the exclusive listing and seller agent for the Subject REO Referrals.

(c) RHSS hereby represents and warrants to NRZ Brokerage that, as of the date of this Agreement (i) it has all requisite corporate or other entity power and authority to enter into, deliver and fully perform its obligations under, this Agreement, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and properly approved and validly authorized by all requisite corporate or other entity action on its part, (iii) this Agreement has been duly executed and delivered by RHSS, (iv) no consent, approval, order or authorization of, or registration, declaration or filing with, or notice to any governmental authority or other third party is necessary or required to be made or obtained by RHSS to enable it to lawfully execute and deliver, enter into, and perform its obligations under this Agreement, (v) RHSS has no knowledge of any pending material regulatory investigation or proceeding or any pending material litigation matters related to the brokerage services contemplated in this Agreement other than those disclosed by RHSS to NRZ Brokerage in writing prior to the date of this Agreement, which matters are included among those listed on Schedule A hereto (the “ Disclosed Matters ”), and (vi) RHSS has disclosed to NRZ Brokerage in writing a description of the material aspects of the current status of each Disclosed Matter and all material developments regarding each Disclosed Matter known to RHSS as of the date of this Agreement that remain relevant to each such Disclosed Matter as of the date of this Agreement. This Agreement constitutes a valid and binding obligation of RHSS, enforceable against RHSS in accordance with the terms hereof.

(d) NRZ Brokerage represents and warrants that, as of the date of this Agreement, it is a duly and validly licensed broker in the State of California (“ First Licensed Jurisdiction ”), and covenants to at all times during the term of this Agreement have and maintain an active brokerage

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license in the First Licensed Jurisdiction. NRZ Brokerage further represents and warrants that, as of the date of this Agreement, it is legally qualified as necessary to receive the Commissions from any and all sales of REO Property in the jurisdictions listed on Exhibit 8 to this Agreement, which such Exhibit may be amended in writing by NRZ Brokerage from time to time. NRZ Brokerage covenants that it will maintain for the duration of the Agreement all qualifications necessary for it to properly and legally receive the Commissions and will promptly notify RHSS in writing to the extent it is no longer in compliance with this covenant. Notwithstanding anything contained herein to the contrary, in the event that at any time NRZ Brokerage is not validly licensed in the First Licensed Jurisdiction or is otherwise not authorized or legally qualified to accept payment of Commissions in accordance with Applicable Laws of the jurisdictions where NRZ Brokerage provides referrals, NRZ Brokerage shall not be entitled to receive any Commissions from Closing Proceeds arising from transactions completed prior to such time as NRZ Brokerage is duly licensed in the First Licensed Jurisdiction and authorized and legally qualified to receive Commissions in the jurisdiction where the property is located, or during any period when NRZ Brokerage is not duly licensed in the First Licensed Jurisdiction and authorized and legally qualified to receive payments of Commissions in accordance with Applicable Law of the jurisdiction where the property is located.

(e) As of the date hereof and other than as set forth in Exhibit 4 hereto, as updated on a quarterly basis, RHSS represents and warrants that it is a duly and validly licensed broker in each jurisdiction where REO Property in Covered Portfolios is located and at all times during the term of this Agreement.

(f) RHSS will take appropriate action to safeguard any personally identifiable consumer information, including any non-public Personal Information it may receive about a customer or consumer of NRZ Brokerage as a result of the Subject REO Referrals. Such action includes, but is not limited to, maintaining firewalls and password-protected systems, as well as maintaining and enforcing policies and procedures to protect consumer information from unauthorized access or misuse. In the event a breach of RHSS’s security measures occurs and to the extent such breach involves Personal Information relating to a Subject REO Referral or a Covered Portfolio, RHSS will promptly notify NRZ Brokerage and, at RHSS’s sole expense, provide any and all notifications relating to any breach of Personal Information that Applicable Law requires to be given to consumers, law enforcement agencies, regulatory agencies or other parties. For purposes of this subparagraph (f), “ Personal Information ” means consumer information that is covered under applicable data breach notification laws

(g) [Intentionally omitted].

7. Review and Oversight of RHSS’s Compliance and Performance . Upon written notice to RHSS and Altisource, NRZ Brokerage shall have the right to audit and review RHSS’s operations, policies and procedures and sales performance as set forth in Exhibit 5A hereto, which terms are expressly incorporated into this Agreement.

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8. Opportunity to Bid . In the event that New Residential acquires MSRs in non-Covered Portfolios following execution of this Agreement, NRZ Brokerage shall provide RHSS and Altisource an opportunity to submit a proposal pursuant to which the Portfolios to which such MSRs apply could become Covered Portfolios.

9. Competitive Terms . The Parties agree and acknowledge that, unless otherwise approved in writing by NRZ Brokerage, the Commissions set forth herein are based upon a cumulative commission paid from the sale of any Subject REO Referral of the Standard Seller Commission Percentage, such total commissions being the prevailing market rate for REO brokerage services as of the date hereof. Each of the Parties shall have the right, but not the obligation, to conduct market studies during the term of this Agreement at its sole cost and expense, provided such market studies are done in good faith solely for the purpose of assisting in evaluating the prevailing market ranges for REO brokerage services in the applicable jurisdiction and negotiating adjustments as may be required to ensure that the owners of REO Properties are not being charged outside of applicable market ranges for brokerage services in such applicable jurisdiction.

(a) If the market studies reflect that market rates for REO brokerage services have decreased, NRZ Brokerage, on New Residential’s behalf, has the right to determine, in its reasonable discretion, whether to decrease the Total Seller Payable Commission for Subject REO Referrals. If the Total Seller Payable Commission decreases in accordance with this Section 9 , the Subject REO Referrals shall become [***] REO Properties, in connection with which the Parties agree to adjust their respective portions of the Total Seller Payable Commissions in accordance with Section 5(a)(iii) of this Agreement. NRZ Brokerage, on New Residential’s behalf, retains sole and absolute discretion regarding the magnitude of the applicable decrease to the Total Seller Payable Commissions applicable to Subject REO Referrals.

(b) If the market studies reflect that the market rates for REO brokerage services have increased, NRZ Brokerage, on New Residential’s behalf, has the right to determine, in its reasonable discretion, whether to permit RHSS to increase the Total Seller Payable Commission for Subject REO Referrals. NRZ Brokerage, on New Residential’s behalf, retains sole and absolute discretion regarding the magnitude of the applicable increase to the Total Seller Payable Commissions applicable to Subject REO Referrals. In the event NRZ Brokerage authorizes RHSS to increase the Total Seller Payable Commission, the Parties shall split (i) [***] any portion of any such increase causing the Total Seller Payable Commission to be in excess of the Standard Seller Commission Percentage and (ii) any portion of any such increase that does not cause the Total Seller Payable Commission to be in excess of the Standard Seller Commission Percentage as reflected below:

[***]

(c) To the extent that the Parties fail to agree on whether increases or decreases to the Total Seller Payable Commission is appropriate (or on the magnitude of any such increases or decreases), the Parties may in their respective sole and absolute discretion (but need not) engage

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in the dispute resolution process set forth in Section 21 of this Agreement; provided , however that, for the avoidance of doubt, neither Party shall have the right to force the other Party to engage in such process.

10. Assignments, Successors .

(a) The Parties’ rights under this Agreement shall continue in full force and effect and shall not be affected by the sale (or other transfer of a Covered Portfolio) by New Residential of MSRs to New Residential Affiliate.

(b) Neither this Agreement nor the obligations of each Party hereunder may be assigned or otherwise transferred by operation of law or otherwise, in each case, in whole or in part (a “ Transfer ”), by either Party without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and any such attempted Transfer without such consent shall be void; provided, however, that such consent shall not be required in the event that (1) RHSS Transfers this Agreement in accordance with a Permitted Transfer (as defined in the Guaranty) thereof, (2) NRZ Brokerage Transfers this Agreement to an Affiliate, or (3) NRZ Brokerage undergoes one or more transactions under which (i) NRZ Brokerage or the business of NRZ Brokerage relating to this Agreement is acquired by or merges with another party and the acquiring or surviving entity succeeds NRZ Brokerage as to this Agreement, (ii) all or substantially all of the assets of NRZ Brokerage or the business of NRZ Brokerage relating to this Agreement is acquired by another party and such other party succeeds NRZ Brokerage as to this Agreement, (iii) NRZ Brokerage assigns this Agreement in connection with a sale of all or substantially all of its assets, or (iv) NRZ Brokerage spins off the business relating to this Agreement into one or more separate entities and such one or more separate entities succeed NRZ Brokerage as to this Agreement; provided, further, that nothing herein shall in any way restrict any direct or indirect assignment, sale or other transfer of the equity interests of NRZ Brokerage, whether by operation of law or otherwise.

(c) If RHSS wishes to execute a Transfer (other than as specified in Section 10(b)(1) herein), RHSS shall provide to NRZ Brokerage in writing the identity of the proposed successor or assignee, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and subject to the restrictions contained in Section 14 of the Vendor Management Addendum. NRZ Brokerage agrees that, (1) it will respond to such writing with an approval or rejection of such proposed Transfer within no more than five (5) business days and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Transfer and that such discretion shall be limited to analyzing whether or not such Transfer exposes NRZ Brokerage or New Residential to a non- de minimis increased risk relating to (A) the financial health or operational capabilities of the counterparty, (B) the quality of performance of the services provided under this Agreement, or (C) regulatory compliance matters. If NRZ Brokerage rejects a requested Transfer and, RHSS believes (as evidenced by written notice to NRZ Brokerage) that NRZ Brokerage’s determination was not made in accordance with the requirements of this Section

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10(c) , the Parties shall submit the dispute regarding NRZ Brokerage’s determination to the dispute resolution process set forth in Section 21 hereof. During the pendency of such dispute resolution process, RHSS shall not be permitted to affect a Transfer. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis.

11. Amendments . This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may be amended only by written instrument signed by all of the Parties to this Agreement except for Exhibit 1B (pursuant to Section 2(q)(ii) hereto), Exhibit 6 (pursuant to Section 3(f) hereto), and Exhibit 8 (pursuant to Section 6(d) hereto), which need not be signed but must otherwise be agreed to in writing (including via electronic mail).

12. Severability . If any one or more terms or other provisions of this Agreement are invalid, illegal or legally incapable of being enforced by any rule of law or public policy, or otherwise violates Applicable Law, (a) to the extent legally permissible, rather than being stricken, such terms or provisions, shall (1) first be interpreted, and (2) second shall be modified in a manner so as to give maximum effect to the intent of the Parties and the economic benefits from REO Property sales conferred on RHSS and Altisource, on the one hand, and NRZ Brokerage and New Residential, on the other, and (b) only such terms or provisions shall be modified or stricken with all other sections remaining in effect in accordance with the terms hereof. For the avoidance of doubt, in the event Applicable Law precludes NRZ Brokerage from receiving any Commissions in connection with the Subject REO Referrals, all other sections and provisions of the Agreement shall remain in effect to the extent permissible under Applicable Law. In the event the entire structure of this Agreement is invalid, illegal or legally incapable of being enforced by any rule of law or public policy, or otherwise violates Applicable Law, the Agreement shall be void in its entirety.

13. Counterparts . This Agreement may be executed in two counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

14. Notices . All notices, requests, claims and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or other generally accepted means of electronic transmission, or by registered or certified mail (postage prepaid, return receipt requested) or commercial overnight courier to the respective Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

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If to RHSS:	REALHome Services and Solutions, Inc.
	1000 Abernathy Road, Suite 245
	Atlanta, GA 30328
	Attention: Corporate Secretary
	Email: contractmanagement@altisource.com



If to NRZ Brokerage:	New Residential Sales Corp.
	1345 Avenue of the Americas, 45th Floor
	New York, New York 10105
	Attention: [***]
	Email: [***]



With a copy to:	New Residential Sales Corp.
	1345 Avenue of the Americas, 45th Floor
	New York, New York 10105
	Attention: [***]
	Email: [***]

Either Party from time to time may change its address, facsimile number or other information for the purpose of notices to such Party by giving notice in the manner provided for herein specifying such change to the other Party.

15. Indemnification . RHSS agrees to defend and indemnify NRZ Brokerage and New Residential for, and to hold NRZ Brokerage and New Residential harmless against, any claim, penalty, loss, liability or expense of any kind whatsoever asserted by third parties (collectively, “ Third Party Claims ”), that arise from, are a result of or, are in connection with RHSS’s conduct, or the conduct of any assignees, subcontractors, delegates, Altisource Affiliates, or third parties performed on RHSS’s behalf (collectively, “ RHSS Representatives ”), in its capacity as listing agent for REO Properties referred by NRZ Brokerage or arising from, resulting from, or in connection with RHSS’s duties or obligations under this Agreement (an “ NRZ Indemnity Claim ”), whether or not the possibility of such losses has been disclosed to RHSS in advance or whether or not such losses could have been reasonably foreseen by RHSS, except to the extent such Third Party Claims are caused by the actions of New Residential or any assignees, subcontractors, delegates, or third parties acting on New Residential’ s behalf (collectively, “ New Residential Representatives ”) or RHSS Representatives acting consistently with or otherwise in accordance with the instructions of a New Residential Representative (each an “ NRZ Indemnity Claim Exception, ” and such NRZ Indemnity Claim Exceptions being excluded from the definition of an NRZ Indemnity Claim). RHSS will reimburse NRZ Brokerage and New Residential for any and all damages, losses, costs or expenses of any kind whatsoever including, but not limited to, reasonable attorneys’ fees that NRZ Brokerage or New Residential incurs in connection with any Third Party Claim.

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NRZ Brokerage agrees to defend and indemnify RHSS and all Altisource Affiliates for, and to hold RHSS and Altisource Affiliates harmless against, any Third Party Claims that arise from, are a result of, or are in connection with the conduct of any New Residential Representatives in connection with NRZ Brokerage’s duties or obligations under this Agreement, whether or not the possibility of such losses has been disclosed to RHSS in advance or whether or not such losses could have been reasonably foreseen by NRZ Brokerage, except to the extent such Third Party Claims are the subject of an NRZ Indemnity Claim (an “ RHSS Indemnity Claim ”). NRZ Brokerage will reimburse RHSS and all Altisource Affiliates for any and all damages, losses, costs or expenses of any kind whatsoever including, but not limited to, reasonable attorneys’ fees that RHSS or any Altisource Affiliate incurs in connection with any Third Party Claim.

Any Party that is required to indemnify the other Party hereto is referred to herein as the “ Indemnifying Party. ”

Each indemnified party shall give written notice as promptly as reasonably practicable to the Indemnifying Party of any action commenced against it in respect of which indemnity may be sought hereunder; provided , however , that the failure to so notify the Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have under this Section 15 , except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses or otherwise) by such failure; and provided, further, that the failure to so notify the Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to the indemnified party otherwise than under this Section 15 .

Upon request of the indemnified party, the Indemnifying Party shall retain for counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding as incurred. If any action is brought against any indemnified party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party may participate at its own expense in the defense of any such action. The Indemnifying Party may elect to assume the defense of any such action, with counsel reasonably satisfactory to such indemnified party by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from the indemnified party. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the Indemnifying Party and the indemnified party shall have agreed in writing to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the indemnified party and representation of both parties by the same counsel would constitute a conflict of interest under applicable professional responsibility codes due to actual or potential differing interests between them or (iii) the Indemnifying Party shall have failed to designate within a reasonable period of time counsel reasonably satisfactory to the indemnified party. In no event shall the Indemnifying Party be liable for fees and expenses of more than one counsel in any one jurisdiction (separate from its own counsel and any necessary local counsel) for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent; provided , however , that such

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consent may not be unreasonably withheld. However, if settled with such consent or if there be a final non-appealable judgment entered by a court of competent jurisdiction for the plaintiff, the Indemnifying Party shall indemnify the indemnified party from and against any Liability by reason of such settlement or judgment to the extent required by this Section 15 . If the Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party (not to be unreasonably withheld, delayed or conditioned) or, if such settlement provides for the unconditional release of the indemnified party from all liability on any claims that are the subject matter of such proceeding, without the consent of the indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested the Indemnifying Party, in writing, to reimburse the indemnified party for reasonable fees and expenses of counsel incurred in good faith or any other reasonable expenses incurred in good faith for which, in each such case, the Indemnifying Party is obligated under this paragraph, the Indemnifying Party agrees that it shall be liable for any reasonable settlement of any proceeding effected without its written consent if (a) such settlement is entered into more than sixty (60) days after receipt by the Indemnifying Party of the aforesaid request, (b) the Indemnifying Party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (c) such settlement or compromise or consent does not include a statement as to, or an admission of, fault, culpability, negligence or a failure to act by or on behalf of the Indemnifying Party or an agent thereof.

16. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to applicable principles of conflicts of law.

17. Intentionally Omitted .

18. Term of Agreement; Contingent Term . Subject to the other terms and provisions of this Agreement, the term of this Agreement shall be from the date hereof through August 31, 2025.

In addition to the Termination Events set forth in Section 19 hereof, RHSS shall have the right to terminate this Agreement by written notice to NRZ Brokerage, if New Residential and Altisource fail to enter into that certain services agreement contemplated by the Services LOI prior to the expiration or earlier termination of such Services LOI (as extended). Such termination shall be effective as of ninety (90) days after NRZ Brokerage’s receipt of written notice from RHSS that RHSS is exercising its rights under this Section 18 , or such earlier date following such delivery of such written termination notice as NRZ Brokerage may specify in writing to RHSS.

19. Termination Events .

(a) This Agreement may be terminated at any time during the term hereof by mutual written agreement of the Parties or upon written notice of termination (delivered within the timeframe set forth in Section 19(f) ) by any Party having the right to terminate this Agreement pursuant to this Section 19 (the “ Terminating Party ”) to the other Party (the “ Non-Compliant Party ”) following the occurrence of one or more of the following events, after giving effect to any applicable

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grace periods, cure periods or conditions specified herein (each, a “ Termination Event ”), subject to Section 19(g) :

(i) Failure to Maintain Licenses, Etc. By NRZ Brokerage, if RHSS fails to maintain a license, approval or qualification (which, for the avoidance of doubt, shall not include any membership to any multiple listing service), which failure prohibits RHSS from performing its obligations materially in the manner required hereunder (other than any such failure described in clause (1), (2) or (3) below), which failure continues uncured for a period of [***] days after RHSS’s receipt of written notice of such failure (or, in the case of an expiration, [***] days after the expiration date), provided that this [***] day cure period shall only apply if (A) such failure is capable of being cured; (B) RHSS is diligently (as reasonably evidenced to the Terminating Party in writing) attempting to cure such failure, (C) upon NRZ Brokerage’s reasonable written request, the RHSS provides written updates and/or participates in conference calls to provide status updates to NRZ Brokerage, and (D) there shall not have been within any 90-day period during which a failure has occurred by RHSS a failure in [***] or more states. Notwithstanding the foregoing, the following shall not constitute a Termination Event in favor of NRZ Brokerage under this Section 19(a)(i) :

(1)

(A) in the case of any suspension, revocation or other material limitation of any license, approval or qualification by the applicable Governmental Authority necessary for RHSS to sell Subject REO Referrals, RHSS (a) has satisfied its obligations under Section 7(c) of the Vendor Management Addendum, and (b) provides written notice to NRZ Brokerage as promptly as possible, and in any event within two (2) business days, of RHSS’s receipt of written notice that such suspension, revocation, or limitation has become effective; or

(B) in the case of an expiration of a license, approval, or qualification necessary for RHSS to sell Subject REO, RHSS provides notice as promptly as possible, and in any event within two (2) business days of such expiration becoming effective; and

(1) has provided in writing to NRZ Brokerage the identity of a licensed and qualified third party replacement broker, (x) for which RHSS has satisfied the requirements set forth in the Vendor Management Addendum, including, without limitation, Section 10 thereof, accompanied by reasonable documentation evidencing the satisfaction of such

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requirements, and (y) NRZ Brokerage has approved such replacement broker, which approval shall not be unreasonably withheld, conditioned or delayed if RHSS has satisfied clause (x) above;

(2) has engaged such replacement broker, effective no later than the date such license, approval, or qualification expires or is suspended, revoked or materially limited, and

(3) is diligently (as reasonably evidenced to NRZ Brokerage in writing) attempting to re-establish its own license, approval, or qualification; or

(2) RHSS does not possess such license, approval, or qualification as of the date of this Agreement, and has disclosed the absence of such license, approval or qualification on Exhibit 4 to this Agreement; or

(3) during the term of this Agreement, RHSS:

(A) elects to surrender or not renew any license, approval or qualification;

(B) provides written notice of such election to NRZ Brokerage at least 60 days in advance of such surrender or expiration becoming effective, which written notification shall include a reasonably detailed explanation of RHSS’s reasonable business considerations for such election, and

(ii) Non-Compliance with Applicable Law .

(1) By the Terminating Party, if the Non-Compliant Party fails to comply with Applicable Laws in a material respect as required to perform its obligations under this Agreement (other than any such failure described in clause (A), (B) or (C) below), where such failure (A) is finally adjudicated, or otherwise forms the basis for a documented finding by a Regulator, which the Non-Compliant Party has the right to challenge but which right the Non-Compliant Party has waived or exhausted, but (B) does not (1) result in a written notice of an enforcement action, consent order, material sanction, fine, penalty, other adversarial proceeding against the Terminating Party (or, if the

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Terminating Party is NRZ Brokerage, New Residential) by a Regulator, which, in each case, has or could reasonably be expected to have a material adverse effect on the business or operations of the Terminating Party (or, if the Terminating Party is NRZ Brokerage, of New Residential), or result in any other material judgment, material liability, or other material adverse effect to the Terminating Party (or, if the Terminating Party is NRZ Brokerage, to New Residential), or (2) reflect a substantially concurrent and ongoing pattern of material violations or material non-compliance as to substantially the same type of conduct across [***] or more states, and (C) the failure continues uncured for a period of [***] days following the Non-Compliant Party’s receipt of notice of the adjudication or finding referenced in clause (A) (which cure period applies only if the failure is curable); provided , however , that if (i) such failure is capable of being cured but cannot reasonably be cured within such [***] day period, (ii) the Non-Compliant Party is diligently (as reasonably evidenced to the Terminating Party in writing) attempting to cure the same, and (iii) upon the Terminating Party’s reasonable written request, the Non-Compliant Party provides written updates and/or participates in conference calls to provide status updates to the Terminating Party, then such [***] day period shall be extended for an additional [***] days. Notwithstanding the foregoing, the following shall not constitute a Termination Event under this Section 19(a)(ii) :

(A) Any failure to maintain a material license, approval or qualification, which is subject to Section 19(a)(i) above;

(B) Any non-compliance within the scope of the Disclosed Matters and the written descriptions thereof provided by RHSS to NRZ Brokerage referenced in Section 6(c)(vi) of this Agreement;

(C) Any such failure to comply with applicable laws or regulations caused by, or arising directly out of, the structure of (1) the Agreement itself, or (2) other agreements between RHSS (or its Affiliates) and New Residential, but not caused by any violation by RHSS or any Altisource Affiliates of any obligation arising under any such agreement.

(2) By the Terminating Party, if the Non-Compliant Party fails to comply with Applicable Laws in a material respect as required to perform its obligations under this Agreement (other than any such failure described in Section 19(a)(ii)(1)(A), (B) or (C) above), where such failure (A) is finally adjudicated, or otherwise forms the basis for a documented finding, by a

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Regulator, which the Non-Compliant Party has the right to challenge but which right the Non-Compliant Party has waived or exhausted, and (B) either (i)(x) results in a written notice of an enforcement action, consent order, material sanction, fine, penalty, other adversarial proceeding against the Terminating Party (or, if the Terminating Party is NRZ Brokerage, New Residential) by a Regulator, which, in each case, has had or could reasonably be expected to have a material adverse effect on the business or operations of the Terminating Party (or, if the Terminating Party is NRZ Brokerage, of New Residential), or (y) results in any other material judgment, material liability, or other material adverse effect to the Terminating Party (or, if the Terminating Party is NRZ Brokerage, to New Residential), or (ii) reflects a substantially concurrent and ongoing pattern of material violations or material non-compliance as to substantially the same type of conduct across [***] or more states.

(iii) Regulatory Allegations of Non-Compliance . By NRZ Brokerage, if NRZ Brokerage (or any Affiliate) receives written notice of an adversarial proceeding by any Regulator, of which New Residential is the target or is the subject of alleged violations of Applicable Law or regulations, which (A) results from any allegations of the failure of, or the actual failure of, Altisource, RHSS, or RHSS CT (including any Altisource Affiliate performing services indirectly for NRZ Brokerage on behalf of RHSS or RHSS CT) to comply with Applicable Laws in a material respect (other than any such failure described in Section 19(i)) , and (B) could reasonably be expected to have a material adverse effect on the business or operations of New Residential.

(iv) Involuntary Bankruptcy; Appointment of Receiver, Etc. By either Party, if (A) a court of competent jurisdiction shall enter a decree or order for relief in respect of the Non-Compliant Party or its parent company (i.e., in the case of RHSS, Altisource, or in the case of NRZ Brokerage, New Residential Investment Corp.) in an involuntary case under the Bankruptcy Code or under any other applicable U.S. federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable U.S. federal, state or foreign law; or (B) an involuntary case shall be commenced against the Non-Compliant Party or its parent company under the Bankruptcy Code or under any other applicable U.S. federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, conservator, custodian or other officer having similar powers over the Non-Compliant Party or its parent company, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee, conservator or other custodian of the for all or substantially all of its property; or a warrant of attachment, execution or similar process shall have been issued against all or substantially all of the property of the Non-Compliant Party or its parent

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company, and any such event described in this clause (B) shall continue for [***] without having been dismissed, bonded or discharged.

(v) Voluntary Bankruptcy; Appointment of Receiver, Etc. By either Party, if (A) the Non-Compliant Party or its parent company shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable U.S. federal, state or foreign bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee, conservator or other custodian for all or a substantial part of its property; or the Non-Compliant Party or its parent company, shall make any assignment for the benefit of creditors or (B) the Non-Compliant Party or its parent company shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of the Non-Compliant Party or its parent company (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein.

(vi) Altisource Going Concern . By NRZ Brokerage, if the auditors or management of Altisource Portfolio Solutions S.A., Altisource, or RHSS (but only to the extent RHSS’s financial statements are audited separately in the future) disclose in their respective quarterly or annual financial statements that there is substantial doubt about such entity’s ability to continue as a going concern.

(vii) Failure to Meet Performance Standards . By NRZ Brokerage, if RHSS’s Quarterly Performance Score for any Service Level Metric contained in the Performance Scorecard falls below the applicable threshold for such Service Level Metric specified in the Performance Scorecard for two consecutive calendar quarters.

(viii) Failure to Deliver Periodic Reports . By NRZ Brokerage, if RHSS fails to deliver periodic reports or other periodic deliverables by the due dates prescribed in the Vendor Management Addendum, which failure continues uncured (A) in the case of reports the Parties agree to and identify in writing are critical reports, for a period of [***] business days after the due date for such report, or (B) in the case of all other periodic reports or deliverables, for a period of [***] days after the due date for such report.

(ix) Failure to Acknowledge Information Requests . By NRZ Brokerage, if RHSS fails to acknowledge in writing (email being sufficient) within [***] business days, at least [***] times in any ninety (90) day period, any (A) information request by NRZ Brokerage under the following sections of the Vendor Management Addendum: (i) Section 8 (cooperation with subservicers); (ii) Section 9 (client relationship manager); (iii) Section 11 (regulatory requests or ad hoc/additional requests); or (B) inquiries by NRZ Brokerage regarding RHSS’s performance under this Agreement (other than any such failure described

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in the clause (1) or (2) below), which failure in either case (A) or (B) continues uncured for a period of [***] business days after the date on which written notice of such failure shall have been given to RHSS by NRZ Brokerage and which failure results in a missed deadline under Section 11(a) of the Vendor Management Addendum; provided , however , that NRZ Brokerage shall have communicated any and all such requests both to the Client Relationship Manager via the electronic mail address provided by such Client Relationship Manager, and to the following electronic mail address - NRZInfoRequest@Altisource.com. Notwithstanding the foregoing, the following shall not constitute a Termination Event under this Section 19(a)(ix) :

(1) Any failure to deliver periodic reports or other periodic deliverables by the due dates prescribed in the Vendor Management Addendum, which is subject to Section 19(a)(viii) above; and

(2) Any failure to deliver information requested by NRZ Brokerage under Section 11(a) of the Vendor Management Addendum or as NRZ Brokerage may otherwise require in response to a request from any Regulator, which is subject to Section 19(a)(x) below.

(x) Failure to Deliver Information in Response to Regulators’ Requests . By NRZ Brokerage, if RHSS fails to deliver information requested by NRZ Brokerage in writing under Section 11(a) of the Vendor Management Addendum or as NRZ Brokerage (or any Affiliate) may otherwise require (as requested in writing by NRZ Brokerage) in response to a request from any Regulator (including, but not limited to, routine requests, subpoena, civil investigative demand, or similar ad hoc regulatory demand for information), in each case (A) by the deadline provided by NRZ Brokerage (provided that such deadline must be reasonable in light of the scope of information requested and the deadline for responding to the request applicable to NRZ Brokerage (or any Affiliate, as applicable)); and (B) otherwise in a manner that is reasonably satisfactory to NRZ Brokerage (or any Affiliate, as applicable); provided , however , that NRZ Brokerage shall have submitted any and all such requests both to the Client Relationship Manager via the electronic mail address provided by such Client Relationship Manager, and to the following electronic mail address - NRZInfoRequest@Altisource.com; and provided further that NRZ Brokerage shall have satisfied its obligations under Section 11(a)(i)-(iv) of the Vendor Management Addendum.

(xi) Sufficient Cash . By NRZ Brokerage, if the Guarantor, together with its direct and indirect subsidiaries on a consolidated basis, fails to maintain twenty-five million dollars ($25,000,000) in unencumbered (except for that certain Credit Agreement dated November 27, 2012 under which Altisource is the borrower) cash and/or cash equivalents, regardless of the currency (the “ Cash Threshold ”); provided that each month, the principal financial officer or the principal accounting officer shall certify that (a) at the end of such month, the Cash Threshold was satisfied in accordance with the United States generally accepted

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accounting principles (GAAP) definition of cash and cash equivalents; and (b) throughout such month, the Cash Threshold was satisfied at the end of each day in the month based on the total amount of cash held in bank accounts, which may or may not be GAAP compliant and may or not be reconciled.

(xii) Failure to Pay Commissions. By NRZ Brokerage, if RHSS fails to pay Commissions to NRZ Brokerage in accordance with Section 5 of this Agreement.

(xiii) Unapproved Change of Control. By NRZ Brokerage, in the event of a Change of Control as to RHSS Inc., RHSS CT, or the Corporate Parent, to which NRZ Brokerage does not consent, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to a Change of Control, RHSS shall provide to NRZ Brokerage in writing a description of the proposed Change of Control, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and subject to the restrictions contained in Section 14 of the Vendor Management. NRZ Brokerage agrees that (1) it will respond to such writing with an approval or rejection of such proposed Change of Control within no more than five (5) business days, and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Change of Control and that such discretion shall be limited to analyzing whether or not such proposed Change of Control exposes NRZ Brokerage or New Residential to a non- de minimis increased risk relating to (A) the financial health or operational capabilities of the counterparty, (B) the quality of performance of the services provided under this Agreement, or (C) regulatory compliance matters. If NRZ Brokerage rejects a proposed Change of Control and RHSS believes (as evidenced by written notice to NRZ Brokerage) that NRZ Brokerage’s determination was not made in accordance with the requirements of this Section 19(a)(xiii) , the Parties shall submit the dispute regarding NRZ Brokerage’s determination to the dispute resolution process set forth in Section 21 hereof. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis.

(xiv) Other Material Breach of this Agreement . By either Party, if the Non-Compliant Party breaches this Agreement in a material respect, and such breach continues uncured for a period of [***] days after the date on which written notice of such breach (which cure period shall only apply if the breach is curable); provided , however , that if (A) such failure is capable of being cured but cannot reasonably be cured within such [***] day period, (B) the Non-Complaint Party is diligently (as reasonably evidenced to the Terminating Party in writing) attempting to cure the same, and (C) upon the Terminating Party’s reasonable written request, the Non-Compliant Party provides written updates and/or participates in conference calls to provide status updates to the Terminating Party, then such [***] day period shall be extended for an additional [***] days; and provided further that the Termination Event described in this Section 19(a)(xiv) is not cumulative with or in addition to, and will not apply in the event that the underlying facts constitute, any other Termination Event described in this Section 19 .

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(b) Notwithstanding the foregoing, no Termination Event shall be deemed to exist to the extent the Termination Event was caused primarily by the acts or omissions of (i) the Terminating Party; (ii) the Terminating Party’s assignees, subcontractors, delegates or Affiliates; or (iii) any other third party performing services on behalf of the Terminating Party.

(c) For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, no Termination Event shall be deemed to exist on the basis that NRZ Brokerage fails to maintain a license, approval or qualification, which failure prohibits NRZ Brokerage from performing its obligations materially in the manner required hereunder. In such event, the Parties agree to reasonably cooperate to facilitate NRZ Brokerage’s ability to regain all applicable licenses, approvals, and qualifications necessary to enable NRZ Brokerage to perform its obligations hereunder. Throughout each time period commencing on the date NRZ Brokerage fails to maintain any such a license, approval or qualification and ending on the date (if any) NRZ Brokerage regains such license, approval or qualification (each, a “ License Suspension Period ”), the Letter Agreement between Altisource and New Residential, dated as of the date hereof, shall govern referrals of REO Properties from the impacted Covered Portfolios, but only in the jurisdiction(s) in which NRZ Brokerage is prevented from performing in accordance with this Agreement (the “ Impacted Referrals ”). Notwithstanding anything to the contrary herein, during each such License Suspension Period, NRZ Brokerage shall not have any rights whatsoever, and RHSS shall not have any obligations whatsoever, under this Agreement with respect to the Impacted Referrals.

(d) Notwithstanding anything to the contrary contained herein, no Termination Event shall be deemed to exist on the basis that NRZ Brokerage fails to refer Subject REO Referrals in accordance with this Agreement. Each REO Property from a Covered Portfolio that NRZ Brokerage fails to refer in accordance with this Agreement shall constitute a “ Suspended REO Referral ,” with respect to which the Letter Agreement between Altisource and New Residential, dated as of the date hereof, shall govern, but only as to each such Suspended REO Referral. Notwithstanding anything to the contrary herein, NRZ Brokerage shall not have any rights whatsoever, and RHSS shall not have any obligations whatsoever, under this Agreement with respect to Suspended REO Referrals

(e) Notwithstanding anything to the contrary herein, during each License Suspension Period and with respect to each Suspended REO Referral, NRZ Brokerage shall act under this Agreement in a manner materially consistent with the manner in which NRZ Brokerage acts during all other periods and with respect to all Subject REO Referrals during the term of this Agreement except for those actions of NRZ Brokerage that are no longer required due to NRZ Brokerage not having rights, and RHSS not having any obligations, hereunder during such License Suspension Period or as to any Suspended REO Referral as the case may be.

(f) Any Terminating Party desiring to terminate this Agreement pursuant to this Section 19 shall give written notice of such termination to the Non-Compliant Party within [***] days of the later of the (i) notice to the Terminating Party of the Termination Event or the Terminating

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Party otherwise acquiring knowledge of the Termination Event, or (ii) only with respect to any Termination Event that has a cure period, the expiration of the applicable cure period. Failure to provide written notice of termination under sections (i) or (ii) above within such [***] day period shall constitute a waiver of the Termination Event.

(g) If this Agreement is terminated pursuant to this Section 19 , this Agreement shall forthwith become null and void and of no further force and effect, except for as set forth below:

(i) With respect to a Termination Event under Section 19(a)(i) , unless there shall have occurred within any 90-day period failures to maintain licenses, approvals or qualifications by the Non-Compliant Party in [***] or more states (a “ [***] Jurisdiction License Failure ”), such termination shall apply solely to the jurisdictions in which such failures have occurred (“ Jurisdiction Based Termination ”), with this Agreement remaining in effect for the non-affected jurisdictions. NRZ Brokerage shall have no obligation to reinstate RHSS after the occurrence of a Jurisdiction Based Termination. For the avoidance of doubt, with respect to a Termination Event under Section 19(a)(i) for a [***] Jurisdiction License Failure, NRZ Brokerage shall be permitted to terminate this Agreement in its entirety.

(ii) With respect to a Termination Event under Section 19(a)(ii)(1) , such termination shall apply solely to the jurisdictions in which such failures have occurred, with this Agreement remaining in effect for the non-affected jurisdictions. NRZ Brokerage shall have no obligation to reinstate RHSS after the occurrence of a Jurisdiction Based Termination.

(iii) With respect to a Termination Event under Section 19(a)(iii) , unless there shall have occurred failures in [***] or more states, such termination shall apply solely to the jurisdictions in which such failures have occurred, with this Agreement remaining in effect for the non-affected jurisdictions. NRZ Brokerage shall have no obligation to reinstate RHSS after the occurrence of a Jurisdiction Based Termination.

(iv) With respect to a Termination Event under Section 19(a)(x) , (i) if such failure relates to a state Regulator, and if up to [***] such failures shall have occurred within any [***]-month period, then such termination shall apply solely to the jurisdiction(s) to which such failure(s) related, with this Agreement remaining in effect for all other jurisdictions, or (ii) if such failure relates to a federal Regulator or national coalition of state Regulators, and such failure could reasonably be expected to adversely impact (other than in a de minimis manner) the business or operations of NRZ Brokerage (or any Affiliate), then NRZ Brokerage shall be permitted to terminate this Agreement in its entirety. NRZ Brokerage shall have no obligation to reinstate RHSS after the occurrence of a Jurisdiction Based Termination. For the avoidance of doubt, with respect to a Termination Event under

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Section 19(a)(x) , if [***] or more such failures shall have occurred within any [***]-month period, then NRZ Brokerage shall be permitted to terminate this Agreement in its entirety.

(v) Notwithstanding any termination of this Agreement, whether in whole or in part, this Section 19(g) and Section 14 (notices), Section 15 (indemnification), Section 16 (governing law), Section 21 (dispute resolution), and Section 24 (certain interpretive matters) of this Agreement, as well as Section 14 of the Vendor Management Addendum, shall survive and remain in full force and effect.

(h) Following any jurisdiction-based termination described in Section 19(d)(i) above, the RHSS shall reimburse NRZ Brokerage for actual, reasonable and documented out-of-pocket transition costs incurred by NRZ Brokerage in connection with NRZ Brokerage’s initial retention of a third party to perform the services in the terminated jurisdictions.

(i) Each Party shall promptly notify the other Party in the event of the occurrence of either (i) any Termination Event with respect to such Party or (ii) an event that will result in a Termination Event with the passage of time.

20. Service Levels .

(a) RHSS shall use commercially reasonable efforts to provide, or cause to be provided, to NRZ Brokerage the brokerage services contemplated in this Agreement in accordance with the Service Level Metrics specified in the Performance Scorecard, attached as Exhibit 7 hereto. Except for the assertion of any claim based on fraud or willful misconduct, the remedies provided in Section 19(a)(vii) of this Agreement shall be the sole and exclusive legal remedy of NRZ Brokerage with respect to any failure of RHSS to satisfy any Service Level Metrics pursuant to this Section 20 . NRZ Brokerage acknowledges and agrees that RHSS may be providing services similar to the brokerage services provided hereunder and/or services that involve the same resources as those used to provide the brokerage services hereunder to its and its Affiliates’ business units and other third parties.

(b) It is the intention of the Parties that the Service Level Metrics be commercially reasonable. In addition, in connection with any evaluation of RHSS’s performance in accordance with the Service Level Metrics, the Parties will discuss taking into consideration any negative impact of material externalities outside of the control of RHSS and that have a material impact on RHSS’s ability to provide the services with respect to the Covered Portfolios, and the Parties will discuss whether such material externalities will result in a change in the evaluation of RHSS’s performance in accordance with the Service Level Metrics; provided , however , if the Parties disagree on about whether or to what extent material externalities should result in a change in the evaluation of RHSS’s performance, the Parties shall submit to the dispute resolution process set forth in Section 21 hereof and provided that during such dispute resolution process, NRZ Brokerage shall not be permitted to terminate this Agreement pursuant to Section 19(a)(vii) based on RHSS’s failure to meet any

-37-

applicable performance thresholds with respect to the Service Level Metrics that are then the subject of the dispute resolution process.

(c) If the Quarterly Performance Score for any Service Level Metric contained in the Performance Scorecard falls below the midpoint of (a) the trigger threshold value of such metric and (b) the average quarterly value of such Service Level Metric that RHSS has achieved over the period from July 1, 2016 through June 30, 2017, RHSS shall notify NRZ Brokerage in writing of such drop and shall provide a detailed action plan for addressing decline in performance as well as monthly updates on the progress of the action plan.

21. Dispute Resolution Process . If a dispute arises from an alleged breach of this Agreement, and if the dispute cannot be settled through direct discussions between Altisource and New Residential Investment Corp. within thirty (30) days of the notification of the dispute (or such other period of time as mutually agreed by the Parties), the Parties agree to submit the dispute to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The Parties agree that mediation shall be completed within sixty (60) days of either Party making a request for mediation, as provided for under the American Arbitration Association Commercial Mediation Procedures. The Parties further agree that any unresolved controversy or claim arising out of an alleged breach of this Agreement shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties.

22. Performance . RHSS shall be permitted to delegate, assign or subcontract with its Affiliates or with third parties for the performance of any of the services or its obligations hereunder, but RHSS shall remain liable for the same. The Commission to which NRZ Brokerage is entitled under Section 5 of this Agreement shall remain unaffected to the extent RHSS splits its commission with any other entity, except to the extent NRZ Brokerage requires RHSS to use a third-party real estate broker in accordance with Section 3(b) hereof.

23. Condition Precedent . For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, the Parties’ rights and obligations under this Agreement shall arise with respect to each Covered Portfolio only upon the Acquisition Date of each Covered Portfolio.

24. Certain Interpretive Matters .

(a) In this Agreement, the Parties agree that, unless the context otherwise requires, (i) words in the singular number or in the plural number shall each include the singular number or the plural number, (ii) “including” (and with correlative meaning “include”) means

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including without limiting the generality of any description preceding or succeeding such terms, (iii) reference to any law means such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, (iv) the captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions, and (v) “$”, “dollars” and “Dollars” means United States dollars.

(b) The Parties further agree that (i) this Agreement and any other agreement executed in connection herewith is the result of negotiations between the Parties and shall not be deemed or construed as having been drafted by any one Party, (ii) each Party and its counsel have reviewed and negotiated the terms and provisions of this Agreement and any such other agreement and have contributed to its revision, (iii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement or any such other agreement, and (iv) the terms and provisions of this Agreement and any such other agreement shall be construed fairly as to all Parties hereto and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation thereof.

(Space Intentionally Left Blank)

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written in their respective name by their duly authorized officers.



REALHome Services and Solutions, Inc.



By:	/s/ Min L. Alexander
	Name:	Min L. Alexander
	Title:	President and Chief Executive Officer



REALHome Services and Solutions - CT, Inc.



By:	/s/ Min L. Alexander
	Name:	Min L. Alexander
	Title:	President and Chief Executive Officer



New Residential Sales Corp.



By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer

SCHEDULES AND EXHIBITS

Schedules

Schedule A – Regulatory and Litigation Matters

Exhibits

Exhibit 1A – HLSS Portfolios

Exhibit 1B – Ocwen Portfolios

Exhibit 2 – PHH Portfolios

Exhibit 3 – Form of Listing Agreement

Exhibit 4 – List of Jurisdictions in which RHSS Lacks Licenses or Listing Rights

Exhibit 5 – Vendor Management Addendum

Exhibit 5A – Insurance Requirements

Exhibit 5B – Reporting Requirements

Exhibit 6 – Methodology for Determining List Prices, Price Reductions, Reserve Prices, Starting Bids, Winning Bids and Acceptable Offers

Exhibit 7 – Performance Scorecard

Exhibit 8 – States in which New Residential Sales Corp. is Qualified to Receive Commissions

Schedule A

REGULATORY AND LITIGATION MATTERS

THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

SCHEDULE A-1

Exhibit 1A

HLSS PORTFOLIOS

THE REMAINDER OF THIS PAGE AND THE FOLLOWING 52 PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

EXHIBIT 1A-1

Exhibit 1B

OCWEN PORTFOLIO

NONE

EXHIBIT 1B-1

Exhibit 2

PHH PORTFOLIOS – PART A

[***]

EXHIBIT 2-1

Exhibit 2

PHH PORTFOLIOS – PART B

[***]

EXHIBIT 2-2

Exhibit 3

FORM OF LISTING AGREEMENT - EXCLUSIVE RIGHT TO SELL

This Listing Agreement (this “Agreement”), dated [Date] is made by and between [___________________], a [_________] (“Seller”), and REALHome Services and Solutions, Inc. and its affiliated licensees (collectively, “Broker”) (together with Seller, the “Parties” and each individually, a “Party”).


1.	RECITALS .


1.1.	Seller is the owner or otherwise has the right to sell the real property described in this Agreement.


1.2.	Seller wishes to engage Broker, a licensed real estate broker, as its listing broker with respect to the property described in this Agreement.

Therefore, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Broker hereby agree as follows:


2.	APPOINTMENT AS LISTING BROKER .


2.1.	Seller's Appointment. Seller hereby appoints Broker as its listing broker and gives Broker the sole and exclusive right to procure a purchaser for the property described below (the “Property”):



(a)	Seller Loan No.:	[Loan Number]
(b)	Property:	[Property Address]
(c)	Tax Identification No.:	[Tax ID]
(d)	Listing Price:	$[List Price] (the “Listing Price”)
(e)	Last Known Occupancy Status:	[Occupancy Status (Vacant/Occupied)]


2.2.	Terms of Appointment . Broker's appointment as Seller's listing broker will commence on [Date] and will expire at midnight on [Date] (the “Listing Term”), unless otherwise extended in writing.


2.3.	Broker's Acceptance . Broker hereby accepts Seller's appointment as Seller's listing broker with regards to the Property. Broker agrees to affect a sale of the Property as quickly as possible at the Listing Price and to facilitate the consummation thereof.


2.4.	Exclusive Agency . Broker will act exclusively on behalf of the Seller as its designated agent, and will in no cases act as a dual agent unless disclosed in writing to Seller. However, Broker may act as a transactional broker or facilitator for the purpose of drafting contract documents for an unrepresented buyer.


2.5.	Brokerage Relationship . Broker will deal honestly and fairly with Seller, will account for any funds received, and will use the necessary skills, care, and diligence in the transaction that is required of a licensed real estate broker.


3.	DUTIES OF LISTING BROKER .


3.1.	General Duties . Broker agrees to perform all necessary and commercially reasonable activities which are customary in the community where the Property is located in order to procure a buyer of

EXHIBIT 3-1

the Property at the Listing Price pursuant to the terms and conditions of this Agreement. Broker agrees to make diligent and continued efforts to sell the Property until a sales contract is pending on the Property.


3.2.	Initial Listing Phase . The “Initial Listing Phase” shall refer to the time period commencing with the execution of this Agreement and continuing through the entering of this listing into one or more Multiple Listing Services (“MLS”).


3.2.1.	Initial Marketing Activities . During the Initial Listing Phase, Seller authorizes and directs Broker to perform reasonable and customary marketing activities to prepare the Property for listing in an MLS, including, but not limited to:


(a)	Hosting one or more “open house” viewings of the Property upon Seller's reasonable request and when deemed prudent by Broker;


(b)	Installing appropriate signage on the Property;


(c)	Inputting and advertising the Property on the Broker's website(s);


(d)	Communicating with prospective buyers and cooperating brokers to provide information about the Property and sales process;


(e)	Installing MLS-approved lockbox if required by local MLS or REALTOR® board; and


(f)	Any other activity that Broker believes will facilitate the procurement of a buyer of the Property.

3.2.2.

Discretion to Enter Listing into one or more MLS . Seller authorizes and directs Broker to enter the listing of the Property into one or more MLS. However, Seller also authorizes and directs Broker to refrain from entering this listing into any MLS while Broker is performing the activities described in Section 3.2.1 .above for a period of up to fifteen (15) days following the execution of this Agreement or until such time that Seller directs Broker in writing to enter the listing in one or more MLS.


3.3.	Primary Listing Phase . The Primary Listing Phase shall refer to the time period commencing with the entering of this listing into one or more MLS and continuing through Seller's execution of a contract for the sale of the Property.


3.3.1.	Primary Marketing Activities . During the Primary Listing Phase, Seller authorizes and directs Broker to perform reasonable and customary marketing and sales activities, including, but not limited to:


(a)	Any of the activities listed in Section 3.2.1 ;


(b)	Inputting this listing in additional MLS at Broker’s discretion; and


(c)	Advertising the Property as Broker deems advisable, including advertising the Property on Broker’s website(s), on Hubzu.com and/or other websites.


3.3.2.	Reporting Requirements . Upon written request, Broker shall provide online or other electronic access to a Property Status Report to Seller or Seller’s Asset Manager as defined in Section 4.2.1 .This report shall include information regarding:


(a)	All advertising activities conducted by Broker, including classified and display advertising;

EXHIBIT 3-2


(b)	Other sales promotions and results, as well as showings to prospective buyers and their comments;


(c)	Recent sales of comparable properties or changes in the local real estate market or surrounding area that would alter the value of the Property; and


(d)	Broker's recommendations on marketing and pricing strategy.


3.4.	Secondary Listing Phase . The Secondary Listing Phase shall refer to the time period commencing with Seller's execution of a purchase and sale agreement for the sale of the Property and continuing through closing under such agreement.


3.4.1.	Secondary Listing Phase Activities . During the Secondary Listing Phase, Seller authorizes and directs Broker to perform reasonable and customary closing and transaction coordination activities, including, but not limited to:


(a)	Communicating with principals and cooperating brokers to provide information about the closing process;


(b)	Conveying and communicating information necessary to facilitate the closing; and


(c)	Executing all documents required of the Broker to facilitate the closing.


4.	SELLER'S OBLIGATIONS .


4.1.	Cooperation . Seller agrees to cooperate with Broker in carrying out the purpose of this Agreement, including but not limited to providing Broker with all information needed regarding Seller and the Property for MLS or similar input or setup and referring to Broker all inquiries regarding the Property or its potential transfer, whether by purchase or any other means of transfer.


4.2.	Asset Management .

4.2.1.

Seller's Asset Manager . Seller acknowledges, confirms and agrees that the actions or activities listed in below in this Section 4.2 are the sole responsibility of Seller and not of Broker. Seller has appointed the asset manager shown on the signature page to this Agreement to be its sole and exclusive asset manager (“Asset Manager”) for the Property. Seller has authorized Asset Manager to act on Seller’s behalf for all actions required of Seller under this Agreement, including, but not limited to the actions specified in Sections 4.2.2, 4.2.3 and 4.2.4 below. Broker is entitled to rely on all directions, instructions and actions of Asset Manager in any way related to the Property or this Agreement. To the extent the Asset Manager is not an affiliate of Broker and was not selected by Broker or one of its affiliates, Seller agrees to indemnify and hold Broker harmless from and against any loss, damage, claim, action, fine, assessment, penalty, proceeding, cause of action, fee or expense of any nature (including but not limited to attorneys' fees and court costs) arising out of, caused by or in any way related, directly or indirectly, to the involvement or acts or omissions of Asset Manager. The foregoing indemnity obligations shall not apply to the extent that RHSS's acts or omissions (other than those acts or omissions taken by RHSS at Seller or Seller’s representatives’ direction), or information provided by RHSS (other than information received by RHSS from Seller or Seller’s representatives), resulted in the Asset Manager's conduct. This indemnity shall survive closing or termination of this Agreement.


4.2.2.	Valuation Activities . Seller shall obtain all information and make all decisions regarding the valuation of the Property, including but not limited to performing the following:

EXHIBIT 3-3


(a)	Ordering CMA's, BPO's, appraisals, and reviews as necessary to determine the value and selling price of the Property; and


(b)	Regularly reviewing the Property's value, and making adjustments to the Listing Price as Seller may deem necessary or appropriate under the circumstances.

4.2.3.

Property Inspection and Preservation Activities . Seller shall provide for the care, custody and management of the Property, including but not limited to performing inspection services, required repairs, securing services, boarding services, winterizing services, yard maintenance services, debris removal services, pest control services, carpet cleaning or replacing, carpet removal, pool maintenance, minor repairs, roof repair, fence repair, gate repair, painting, safety equipment installation, tenant relocation assistance, emergency repairs, general plumbing, HOA invoicing and utility service coordination. Seller is also responsible for the installation of a combination lockbox, digital deadbolt lock or other access device for preservation agent and real estate agent access, except for those lockboxes described in Section 3.2.1(e) whenever mandated by the local MLS or REALTOR® board. Nothing in this Section 4.2.3 shall be deemed to provide or impute knowledge of any material fact to Broker.


4.2.4.	Transaction and Closing Coordination . Seller shall perform or provide for all services necessary for the closing of the Property, including but not limited to the following:


(a)	Title services, including provision of the preliminary title commitment and title defect clearance;


(b)	Document services, including preparation and/or reviewing of the Seller's closing package, such as the deed, HUD-1 and other closing documents; and


(c)	Escrow services, including full coordination and cooperation with the escrow agent for the management of the closing of escrow.


5.	PROCESSING OF OFFERS AND COUNTEROFFERS .

5.1.

Submission of Offers and Counteroffers. Broker shall instruct buyer or buyer's representative to submit all offers to purchase or counteroffers directly to the Seller electronically through the Hubzu.com website in the event the property is marketed on Hubzu.com. Seller may accept, counter or reject offers to purchase the Property at its sole discretion and shall notify the buyer of such decision directly through the website or via email. Broker is not authorized to receive or transmit any offers or counteroffers on behalf of the Seller.


5.2.	Submission of Documents . Broker shall instruct buyer or buyer's representative to submit all documents other than offers to purchase or counteroffers directly to the Seller electronically via email to REcontracts@altisource.com or via fax at 407-737-5409.


5.3.	Backup Offers . Seller encourages Broker to procure backup offers, and Seller will accept backup offers subject to Seller's right to negotiate previously submitted offers.


6.	COMPENSATION .


6.1.	Commissions; Cooperation with and Compensation to Other Brokers . Seller agrees to pay the Broker a commission equal to the Total Commission Amount, as defined in Section 6.2.2 , at the closing of the sale of the Property if a buyer is procured for the Property in accordance with the terms set forth in this Agreement or at any other price and terms accepted by Seller, either directly

EXHIBIT 3-4

or indirectly, in writing during the term of this Agreement. Seller understands that it is Broker’s policy to cooperate with other brokers except when not in Seller’s best interest and to offer compensation to such brokers who assist in procuring a buyer for a Property (each, a “Cooperating Selling Broker” or “Buyer’s Agent”). Seller and Broker acknowledge that [_______________] (the “Referring Broker”) has referred Seller to Broker pursuant to a Cooperative Brokerage Agreement between Broker and Referring Broker. As such, Broker shall direct the closing agent to pay to the Cooperating Selling Broker (if any) and Referring Broker the following amounts from the Total Commission Amount:



Participating Party	Portion of Total Commission Amount
Broker	Either [___]% of the Purchase Price or [________], whichever is greater
Buyer’s Agent, if any	Either [*]% of the Purchase Price or $[*], whichever is greater
Referring Broker	[___]% of the Purchase Price

For clarity, if there is no Buyer’s Agent, Broker shall direct the closing agent to pay to Broker an amount equal to the Total Commission Amount less the amount payable to Referral Broker as set forth in the table above.


6.2.	Definitions .


6.2.1.	Purchase Price . “Purchase Price” is the total purchase price of the Property not including any applicable buyer’s premium and /or technology fee or any Seller concessions.


6.2.2.	Total Commission Amount . The “Total Commission Amount” is the sum of the amounts set forth in the table above.

Notice: The amount or rate of real estate commissions is not fixed by law. They are set by each broker individually and may be negotiable between the seller and broker.


6.3.	Survival of Obligations . Seller's obligation to pay Broker the Total Commission Amount shall survive termination of this Agreement if the Property is under contract at the time of termination, only if the contract that was pending at the time of termination results in a consummated sale.


7.	TERMINATION .


7.1	By Mutual Agreement . This Agreement may be terminated upon mutual agreement between Broker and Seller or any of Seller's affiliates that are duly authorized to act on Seller’s behalf.


7.2	Automatic Termination for Bulk Sales . If after the execution of this Agreement Seller decides to sell the Property as part of a bulk sale of multiple properties other than through Time Limit Bidding set forth in Section 8.1 , upon receipt of notice thereof to Broker, this Agreement shall automatically

EXHIBIT 3-5

terminate and be of no further force or effect, and in such event, no commission will be due or paid to the broker for the Property unless otherwise agreed by the Parties.


8.	SELLER AUTHORIZATIONS .


8.1.	[ For inclusion unless Online Auction is prohibited ] Time Limit Bidding . As permitted by applicable state law, Seller authorizes Broker to market the Property via online in a time limit bidding format pursuant to Seller's written or electronic instructions to Broker.


8.1.1.	Seller acknowledges that the buyer will be required to pay a buyer's premium and technology fee for sales conducted in a time limit bidding format.


8.1.2.	Regardless of whether the Broker procures a buyer during a time limit bidding auction cycle, during the Term, the Broker shall continue to perform its duties pursuant to Section 3 , both during and after any time limit bidding marketing periods.


8.1.3.	The first time limit bidding period shall begin on [Date and Time] and end on [Date and Time], Seller requires that the minimum starting bid shall be $ [Starting Bid Amount]. Broker is authorized to execute subsequent time limited bidding auction cycles of the Property as appropriate.]


8.2.	Unlicensed Assistants . Seller authorizes and grants permission for Broker to employ, contract and utilize unlicensed assistants to perform the following tasks under supervision of Broker:


(a)	Making, conducting or preparing a comparative market analysis subject to the approval of and for use by the Broker.


(b)	Providing factual information to others from writings prepared by the Broker or other generally available information.


(c)	Preparing and designing advertising relating to the transaction for which the Broker was employed, if the advertising is reviewed and approved by the Broker or any associate broker prior to its publication.


(d)	Preparing and completing documents and instruments under the supervision and direction of the Broker if the final documents or instruments will be or have been reviewed or approved by the Broker prior to the documents or instruments being presented, given or delivered to a principal or party to the transaction.


(e)	Communicating with a principal, party or service provider in connection with a transaction about when reports or other information needed concerning any aspect of the transaction will be delivered, or when certain services will be performed or completed, or if the services have been completed.

(f)

Mailing, e-mailing, faxing, delivering, picking up, or arranging the mailing, e-mailing, faxing, delivery, or picking up of documents or instruments related to the transaction, including obtaining signatures to the documents or instruments from principals, parties or service providers in connection with the transaction. Such activity shall not include a discussion of the content, relevance, importance or significance of the document, or instrument or any portion thereof, with a principal or party to the transaction.


(g)	Reviewing, as instructed by the Broker, transaction documentation for completeness or compliance, providing the final determination as to completeness or compliance is made by

EXHIBIT 3-6

the Broker or associate broker. Reviewing transaction documentation for the purpose of making recommendations to the Broker on a course of action with respect to the transaction.


(h)	Any other tasks not requiring a license which may be assigned from time to time by Broker and under the reasonable supervision or control of Broker.

8.3.

Disclosure of Offer Detail Information . To the extent permitted by law and applicable MLS rules, Seller authorizes and instructs Broker to disclose information related to current, active, expired, withdrawn and counter offers to potential buyers and/or buyer’s brokers or agents through an online portal or online marketing service utilized by Broker. Seller reserves the right to disclose any or all of the aforementioned information using electronic means, including, but not limited to, websites maintained and operated by or on behalf of Seller or Seller’s Asset Manager.


8.4.	Use of MLS-Approved Lockboxes . Seller authorizes and grants permission for Broker to refrain from using MLS-approved lockboxes except where usage of MLS-approved lockboxes is mandated by the local MLS or REALTOR® board.


9.	FAIR HOUSING. Seller and Broker agree that this Property will be offered to any person without regard to race, color, religion, sex, handicap, familial status, national origin or any other factor protected by federal, state or local law.

10.

SELLER REPRESENTATIONS; GENERAL INDEMNITY . Seller certifies, represents and warrants that it is legally entitled to convey the Property and any improvements to the Property. To the fullest extent permitted by law, Seller agrees to indemnify and hold Broker harmless from and against any loss, damage, claim, action, fine, assessment, penalty, proceeding, cause of action, fee or expense of any nature (including but not limited to attorneys' fees and court costs) (collectively, the “Claims”) arising out of or relating to title, condition, habitability, marketability or value of the Property or any other material fact relating to the Property, including but not limited to systems, structures, environmental contamination or hazards (such as lead paint, mold, radon or other biological or non-biological contaminants), flood zones or hazards or soils or geology, whether now existing or later arising or becoming evident, except to the extent the Claims relating to such title, condition, habitability, marketability, value or other material fact related to the Property were caused by Broker's acts or omissions or the acts or omissions of an Affiliate of Broker. This Section 10 shall survive closing or termination of this Agreement.


11.	GENERAL CONTRACT PROVISIONS .


11.1.	Entire Agreement, Modifications . This Agreement may not be amended or modified in any manner except by a written agreement signed by each of the parties hereto.


11.2.	Notices .

11.2.1.

Communications Regarding Real Estate Transaction. Seller acknowledges that many communications and notices in real estate transactions are of a time sensitive nature and that the failure to be available to receive such notices and communications can have adverse, legal, business and financial consequences. Seller agrees to remain reasonably available to received communications from Broker, through its Asset Manager or otherwise.


11.2.2.	Notices Regarding this Agreement .


11.2.2.1.	Methods of Delivery, Deemed Receipt. Communications and notices between Broker and Seller regarding the terms of this Agreement shall be in writing, signed by the Party giving the notice, and shall be deemed given: (a) upon receipt if delivered personally or if mailed by certified mail, return receipt requested and postage prepaid; or (b) at noon on the business day after dispatch if sent by a

EXHIBIT 3-7

nationally recognized overnight courier via overnight delivery. However, notices to Broker must also be delivered pursuant to Section 11.2.2.2 before the notice will be deemed delivered to Broker and notices to Sellers must also be delivered pursuant to Section 11.2.2.3 before the notice will be deemed delivered to Seller.


11.2.2.2.	Additional Requirement for Notice to Broker . Notice to Broker shall not be deemed delivered to Broker until Broker receives both: (a) notice pursuant to the methods described in Section 11.2.2.1 ; and (b) a copy of the notice via e-mail to contractmanagement@altisource.com and to the Broker’s e-mail address as shown on the signature page of this Agreement.


11.2.2.3.	Additional Requirement for Notice to Seller. Notice to Seller shall not be deemed delivered to Seller until Seller receives both: (a) notice pursuant to the methods described in Section 11.2.2.1 ; and (b) a copy of the notice via e-mail to [________________________] .


11.2.2.4.	Notice Addresses . All notices shall be delivered to the address and e-mail addresses as shown below (or at such other address a party may specify by like notice).

If to Seller :

If to Broker:

REALHome Services and Solutions, Inc.

Attention:


11.3.	Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.


11.4.	Enumeration and Headings . The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.


11.5.	Severability . If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the Parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

11.6.

Construction . Unless the context of this Agreement otherwise clearly requires: (i) references in this Agreement to the plural include the singular, the singular the plural, the masculine the feminine, the feminine the masculine and the part the whole; and (ii) the word "or" shall not be construed as exclusive and the word "including," "includes," and "included" shall not be construed as limiting. All references to buyer shall also include any agent, broker or other representative of buyer.

EXHIBIT 3-8

11.7.

Successors and Assigns . This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto; provided, however, that Broker may not subcontract or assign this Agreement. Any purported assignment in violation of this Section is void. Seller may assign this Agreement to any of its affiliates without Broker’s consent.


11.8.	Governing Law . This Agreement and the respective rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws provisions.


11.9.	Waiver of Jury Trail . THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT WHICH EITHER OR BOTH OF THEM MAY HAVE TO RECEIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS, CONTROVERSIES OR DISPUTES WHICH MAY ARISE OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

{Remainder of page intentionally left blank}

EXHIBIT 3-9

IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of the last date written below:



SELLER:	BROKER:



By:	By:




Name:	Name:


Title:	Title:


Date:	Date:


	Agent License #:


	Corp License # for


	Telephone Number:


	E-mail Address:

* ** THIS CONTRACT IS NOT VALID UNLESS SIGNED BY ALL PARTIES **

SELLER'S ASSET MANAGER:

Altisource ^®

1000 Abernathy Parkway

Building 400 Northpark, Suite 200

Atlanta, Georgia 30328

Attn: Asset Management

** Please email back the signed copy with MLS print out to the Asset Manager **

EXHIBIT 3-10

Exhibit 4

LIST OF JURISDICTIONS IN WHICH RHSS LACKS LICENSES OR LISTING RIGHTS

NONE

EXHIBIT 4-1

Exhibit 5

VENDOR MANAGEMENT ADDENDUM

Quarterly Information . RHSS shall deliver to NRZ Brokerage electronic copies of the following items through an electronic portal, ftp site, or as otherwise mutually agreed between the parties, in each case quarterly by no later than the 15th calendar day after the end of the preceding quarter (unless otherwise specified below), and in a downloadable and searchable format showing any changes from the previous quarter’s delivery:


a.	Incentive Compensation Plan Documentation . Written documentation of RHSS’s incentive compensation plan structure and policy for brokers that are employees of RHSS and of RHSS’s scorecard structure and policy for brokers that are third party vendors of RHSS;


b.	Bid Data and Bid History . Report on the selected bid and bid history for Subject REO Referrals sold by RHSS under the Agreement during the preceding quarter;


c.	Bidding Process Documentation . Documentation describing the bidding process in effect for Subject REO Referrals sold by RHSS under the Agreement at the end of the preceding quarter;

Material Changes to Policies and Procedures . Written notification of any material changes to any of RHSS’s or RHSS’s Affiliates’, as applicable, policies and procedures relating to any of the operations of RHSS or such Affiliates relevant to the services provided by RHSS to or on behalf of NRZ Brokerage or any Affiliate (each, an “ NRZ Entity ”) excluding any enterprise-wide policies and procedures that do not materially impact the ability to provide services under this Agreement, but including without limitation the policies and procedures identified in Section 3 of this Vendor Management Addendum;

Material Changes to Operations, Financial Condition, Management or Business . Written notification of any material operational, financial, management, or business changes of RHSS and RHSS Affiliates relevant to the services provided to NRZ Entities (including without limitation key personnel or management changes, implementation of new or modified technology or process initiatives, adding or removing material vendors, strategic initiatives, significant investments, divestitures and/or joint ventures, significant changes in client roster, or off-shore initiatives);


f.	Scorecards . Scorecards for RHSS and third party brokers (provided that such scorecards shall not include personal information of such brokers or vendors and shall be used by NRZ Brokerage solely for the purpose of evaluating RHSS’s (and its third party brokers’, as applicable) performance under the Agreement and not for any other purpose);

Licensing Update . (i) Licensing maintenance update reflecting all of the broker licenses and Multiple Listing Service memberships maintained by RHSS and each Affiliate of RHSS relevant to the services provided to any NRZ Entity pursuant to the Agreement, (ii) a certification by an executive officer or chief compliance officer of RHSS and of each such Affiliate to the effect that RHSS and such Affiliate, as applicable, maintains all required licenses required by applicable laws and regulations for the activities performed by such entity related to the services provided

EXHIBIT 5-1

to an NRZ Entity pursuant to the Agreement, and (iii) an updated version of Exhibit 4 to the Agreement;

Results of Governmental Authority Examinations or Investigations . Results of any Governmental Authority examination or investigation that is adverse to RHSS (or an Affiliate of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement) relating to activities relevant to the services provided to any NRZ Entity pursuant to the Agreement, which examination or investigation RHSS (or such Affiliate) concluded during the preceding quarter, and where sharing such results is legally permitted;


i.	Insurance . Proof of insurance coverages purchased to cover RHSS indicating the primary limit and addition of NRZ Brokerage as an additional insured, in accordance with the terms set forth in Exhibit 5A unless prohibited by the insurer;

Representation of Selling and Buyer Parties . (i) Written certification from an executive officer of RHSS that RHSS did not represent both the selling party and buying party in sales transactions in the preceding quarter involving Subject REO Referrals except as consented to by the parties in writing in accordance with applicable law, and (ii) supporting written policies and procedures, if such policies and procedures changed materially during the preceding quarter;

Financials . If RHSS (i) does not produce annual audited financials, unaudited financial statements for each calendar quarter, no later than 45 days after each quarter-end; (ii) produces annual audited financials, (A) unaudited financial statements for each calendar quarter, no later than 45 days after each quarter-end, for the first three (3) quarters of each year, and (B) audited financial statements, no later than 120 days after the end of each calendar year for which such audited financial statements are prepared;

Compliance with Applicable Laws and Regulations . Certification from a Compliance Officer or General Counsel of RHSS or its affiliates certifying that, according to such certifier’s knowledge and reasonable interpretation of applicable laws and regulations: (i) RHSS is in compliance with all applicable laws and regulations, and (ii) no events have occurred during the preceding calendar quarter or are occurring that would require RHSS to notify NRZ Brokerage under Section 7(b) or (c) of this Vendor Management Addendum;

Compliance with Financial Requirements . Certification from principal financial officer or principal accounting officer of Altisource that, according to that person’s knowledge, a Termination Event pursuant to any of Sections 19(a)(iv), 19(a)(v), 19(a)(vi) or 19(a)(xi) of the Agreement has not occurred and is not continuing, attaching, solely with respect to the certification relating to Section 19(a)(xi) of the Agreement, back-up calculations in Excel format in support of such certification; and

Litigation Report . A litigation report for matters of which a Subject REO Referral is the subject, which report shall (i) include a summary setting forth the (A) total number of outstanding matters, (B) total number of matters closed during the preceding quarter, and (C) total number of new matters during the preceding quarter, and (ii) identify each individual matter and provide a summary of such matter, including any updates since the previous reporting period, and which

EXHIBIT 5-2

shall include a description of such matter, including any significant change in status since the previous reporting period; provided that nothing in this Section 1(n) shall require RHSS to produce any materials or information subject to a claim of attorney-client privilege or work product protection.


2.	Monthly Information . RHSS shall deliver to NRZ Brokerage each of the following electronically through an electronic portal, ftp site, or as otherwise mutually agreed between the parties, in each case monthly by no later than the 15th calendar day of each month:

Complaints . RHSS shall provide a complaint report for complaints relating to any Subject REO Referral, which report shall consist of complaint analysis by category (Pareto analysis and trend analysis for trailing 12-months), root cause information on major complaint categories and action plans addressing the top complaint categories and inventory analysis (inventory, inflow, outflow, aging analysis) and be in sortable format. RHSS shall respond within 5 business days to NRZ’s reasonable requests for sample complaints from RHSS’ or its Affiliates’ iCasework system to view complaints related to the Subject REO Referrals and related workflow through resolution or closure of such complaints; and

Reports Regarding Subject REO Referrals . RHSS shall provide to NRZ Brokerage a report in substantially the same form and substance as that set forth in Exhibit 5B hereto reflecting for all Subject REO Referrals (i) sales by RHSS versus third-party real estate broker, (ii) number of Auction Cycles before sale, (iii) sales price versus listing price, (iv) sales price versus reserve price, (v) number of properties that do not receive any bids, (vi) number of properties that do not receive any bids above reserve, (vii) sales performance (liquidation rates, average days on market, price to pre-sales market value) by states and/or MSAs, (viii) sales performance by urban versus suburban versus rural, (ix) sales performance by sales price ranges, (x) sales performance by property type (detached versus attached residences), (xi) price to pre-sales market value days on market, and (xii) sales volume by Altisource Affiliated Escrow Agent versus third-party escrow agent. RHSS shall also provide to NRZ Brokerage, in writing, a report setting forth (i) each REO Property that has been listed since the prior version of such report was provided to NRZ Brokerage, and (ii) the commission structure applicable to each such REO showing the commission percentage, subject to minimums, that will be payable to each broker party when each REO sells and closes. Upon NRZ Brokerage’s request, which such request may be a standing request, RHSS shall promptly provide to NRZ Brokerage a copy of a listing agreement relating to an REO Property.


c.	Performance Metrics . RHSS shall deliver a monthly performance report to the applicable NRZ Entity, setting forth the preceding month’s data for the fields set forth in Exhibit 5B attached hereto, as may be modified from time to time by NRZ Brokerage upon prior written notice to RHSS.


3.	Annual Information . RHSS shall deliver to NRZ Brokerage the following, in each case annually by no later than the 15th day of each calendar year:


a.	Policies and Procedures for Quality Assurance . Written documentation of RHSS’s quality assurance measures designed to validate that REO brokerage services and related services performed by RHSS (and its vendors) pursuant to the Agreement are performed accurately,

EXHIBIT 5-3

completely and in compliance with applicable legal requirements and supervisory guidance to which RHSS (and its vendors) and/or NRZ Brokerage may be subject;

Policies and Procedures for Information Security . Written documentation of RHSS’s document and data security measures and practices for maintaining the confidentiality of all non-public information, proprietary information, personally identifiable customer information or otherwise confidential information received from NRZ Brokerage or from a mortgage servicer relating to the provision of brokerage services with respect to Subject REO Referrals;


c.	Policies and Procedures for Disaster Recovery and Business Continuity . Written documentation of RHSS’s policies and procedures governing disaster recovery and business continuity, including in response to service disruptions or degradations resulting from natural disasters, human errors, or intentional physical or cyber-attacks, for both on-shore and off-shore operations;


d.	Policies and Procedures for Regulatory Compliance . Written documentation of RHSS’s policies and procedures governing regulatory compliance, including without limitation compliance with applicable federal and state laws and regulations governing real estate settlements, referrals, incentives, commissions and compensation; and


e.	Policies and Procedures for Vendor Management . Written documentation of RHSS’s third party vendor policies and procedures, including but not limited to annual recertification requirements and proof of recertification;


f.	Vendors . A list of all vendors, third parties, and RHSS-owned or affiliated entities engaged by RHSS to assist in the provision of brokerage services with respect to Subject REO Referrals or other critical services related to the services provided to NRZ Brokerage by RHSS;


g.	Policies and Procedures for Human Resources and Training . Written documentation of RHSS’s policies and procedures governing human resources management, including without limitation training, continuing education, retention and redundancy planning; and


h.	Policies and Procedures for Change Management . Written documentation of RHSS’s legal and regulatory change management processes;


i.	Internal Audit . (i) Internal audit schedule, (ii) solely to the extent related to services to be provided under the Agreement, test plans, and (iii) solely to the extent relevant to services provided under the Agreement, any final findings, recommendations or remediation plans;


j.	Quality Control and Quality Assurance Testing . (i) Quality control and quality assurance testing schedule (ii) solely to the extent related to services provided under the Agreement, test plans, and (iii) solely to the extent relevant to services provided under the Agreement, any final findings, recommendations, or remediation plans.


4.	Report Regarding REO Properties as at each Acquisition Date. RHSS will provide NRZ Brokerage with a report within five business days after each Acquisition Date that sets forth the property reserve price (if such reserve price exists) and status of each REO Property in the Portfolio acquired on the applicable Acquisition Date.

EXHIBIT 5-4

SSAE 16 SOC 1 Type II Report . For critical systems relied upon by RHSS (or any Affiliates of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement) as identified by RHSS in connection with its obligations or any services provided under the Agreement, RHSS shall deliver to NRZ Brokerage a copy of each SSAE 16 (or any applicable successor SSAE) SOC 1 Type II report or equivalent reviews of its data processing environment and internal controls related to such obligations or services as well as copies of SSAE 16 (or any applicable successor SSAE) SOC 1 Type II reports or equivalent reviews provided by its critical vendors and off-shore vendors. Such reports regarding RHSS’s data processing environment and internal controls related to such obligations or services must be completed by a nationally recognized independent audit firm and such reports (if any) shall be delivered by no later than January 31 of each year, and shall cover a minimum period of nine (9) months, with a bridge letter covering the remaining period, which shall not exceed three (3) months. Vendors’ reports contemplated under this Section 5 shall be provided to NRZ Brokerage no later than 2 business days of RHSS’s or its Affiliates’ receipt of such reports. As of the date of execution of the Agreement, the parties agree that there are no third-party critical systems relied upon by RHSS (or any Affiliates of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement).


6.	Audits .

Right to Conduct Audits . NRZ Brokerage (itself or with the assistance of or through New Residential Mortgage and/or mortgage servicers to the extent they service mortgage loans in the Covered Portfolios and/or one or more third-party auditors or consultants shall have the right to inspect, investigate, examine, evaluate, and audit all activities and operations of RHSS relating to the provision of services provided to an NRZ Entity under the Agreement. All audits pursuant to this Section 6(a) shall be at the sole expense of NRZ Brokerage and shall be subject to Sections 6(b) , 6(c) and 6(d) of this Vendor Management Addendum. NRZ agrees that the auditor shall not be a RHSS Competitor. For the purposes of this Section 6(a) , “ RHSS Competitor ” means a party engaged in the business of marketing and selling real property. All auditors conducting an audit pursuant to this Section 6 shall sign a mutually acceptable non-disclosure agreement with RHSS prior to receiving any information pertaining thereto.

Scope of Audits. The scope of such audits may consist of the following, without limitation, but in each case solely to the extent relevant to the services provided by RHSS under the Agreement: the quality and timeliness of the provision of services, RHSS’s policies and practices with respect to document and file security and the protection of confidential information, RHSS’s business recovery and disaster recovery plans, RHSS’s compliance with all governing laws, rules, and regulations, and/or any of the items referenced in Sections 1 through 3 of this Vendor Management Addendum. NRZ Brokerage shall have the right to review RHSS’s files for the Subject REO Referrals and shall have the right to review specific documents associated with specific Subject REO Referrals of NRZ Brokerage’s choosing, excluding any materials subject to a claim of attorney-client privilege or work product protection. RHSS shall make its personnel and its facilities (including computer servers and related technology facilities) reasonably available to all persons performing such audits, and shall fully cooperate with any such audit or examination.


c.	Location of Audits . Audits may occur onsite at any locations where RHSS (or Affiliates of RHSS relevant to the services pursuant to the Agreement) maintain significant operations or personnel, or remotely in the form of a desk review or electronic review. RHSS shall reasonably

EXHIBIT 5-5

accommodate NRZ Brokerage (and the representatives and other parties identified in clause a. above) for any onsite visit, and neither RHSS nor any other party shall charge NRZ Brokerage (or such representatives or parties) any fee for access to its facilities or for any other aspect of such onsite visit; provided, however, NRZ Brokerage (and any such representatives or other parties) shall be responsible for any costs or expenses it incurs in connection with such onsite visit. For the avoidance of doubt, each party shall be responsible for its own costs or expenses incurred in connection with any onsite or remote audits.

Timing of Audits; Notice . Audits shall be performed during normal business hours, and NRZ Brokerage shall cooperate with RHSS (and such Affiliates of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement) to minimize disruption to the business activities and operations of RHSS resulting from any audit activity. NRZ Brokerage shall provide RHSS with reasonable advance written notice of at least twenty one (21) calendar days prior to conducting any extensive or comprehensive onsite audit and at least ten (10) calendar days prior to conducting any remote audit, unless, in either case (i) the audit is mandated or requested by a Governmental Authority, in which case the applicable NRZ Entity shall make commercially reasonable efforts to provide RHSS with advance notice or (ii) the audit is requested by NRZ Brokerage during the continuation of a Termination Event, in which case NRZ Brokerage shall make commercially reasonable efforts to provide RHSS with advance written notice of at least five (5) business days prior to conducting any such audit.


7.	Litigation and Regulatory Matters .

Quarterly Update . On a quarterly basis, and by no later than the 15th day following the end of each calendar quarter, RHSS shall provide representatives of NRZ Brokerage (which may be limited to counsel upon request by RHSS) with a quarterly oral update regarding outstanding material litigation or regulatory matters relating to any of the activities of RHSS (or any Affiliates of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement). Such oral update shall occur via telephone conference, or as otherwise mutually agreed between the parties. Such updates shall include but not necessarily be limited to the following: (a) new litigation matters or regulatory matters, investigations or inquiries, (b) developments (other than administrative or non-substantive developments) in any matters, investigations or inquiries previously disclosed to NRZ Brokerage, (c) updates to any potential liability or settlement projections, (d) pending or concluded examinations, (e) pending or concluded settlements, remediations, or resolutions of such matters, and (f) any material legal, regulatory, or compliance-related developments of which RHSS is aware in the residential real estate industry relevant to RHSS and to the services provided under the Agreement. Nothing in this Section 7(a) shall require RHSS to provide any information subject to the attorney-client privilege or work product protection.

Notice of Certain Events . RHSS shall notify NRZ Brokerage as promptly as possible, and in any event no later than three (3) business days following receipt by RHSS (or any Affiliate of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement) of notice that any demand, inquiry, investigation, subpoena, order, complaint, or other communication from any Governmental Authority relating to an alleged violation of any applicable law or regulation that (i) relates to any Subject REO Referrals, (ii) relates to any of the activities or services performed by RHSS or any Affiliate of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement) in connection with the Agreement, (iii) references NRZ

EXHIBIT 5-6

Brokerage or any Affiliate thereof, or (iv) relates to any alleged violation of applicable laws or regulations that (A) RHSS deems reasonably likely to result in a sanction, fee, fine, penalty, consent order, settlement, judgment, or other liability against RHSS (or any such Affiliate of RHSS) that would materially impair RHSS’s (or any such Affiliate’s) ability to perform any of its obligations under the Agreement, or (B) could reasonably result in a sanction, fee, fine, penalty, consent order, settlement, judgment, or other liability against NRZ Brokerage or any Affiliate thereof.

Notice of Licensing Matters . RHSS shall (i) notify NRZ Brokerage as promptly as possible, and in any event within two (2) business days of RHSS (or any Affiliate of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement) having knowledge that any Governmental Authority is reasonably likely to suspend, revoke or limit any license or approval necessary for RHSS (or any such Affiliate of RHSS) to perform any of the services provided under the Agreement and (ii) provide NRZ Brokerage with at least sixty (60) calendar days’ advanced written notice in the event RHSS elects to intentionally and deliberately surrender or intentionally and deliberately not renew a license or permit a license to expire, which written notification shall include a reasonably detailed explanation of RHSS’s (or such Affiliate’s) reasonable business considerations for such election.

Cooperation with Mortgage Servicers . RHSS acknowledges that the REO Properties in the Covered Portfolios may be managed by New Residential Mortgage and/or by subservicers acting on New Residential Mortgage’s behalf. RHSS agrees to reasonably cooperate with New Residential Mortgage and with the servicers or subservicers of the mortgage loans in the Covered Portfolios, and shall timely provide documentation and reporting reasonably requested by New Residential Mortgage and/or such subservicers regarding the brokerage services provided by RHSS with respect to the Subject Referrals.

Client Relationship Manager . RHSS shall provide resources dedicated to monitoring the relationship with NRZ Brokerage. Such resources shall include at least one dedicated client relationship manager that will serve as a primary contact for NRZ Brokerage and its representatives. The responsibilities of such dedicated resources/personnel shall include but not necessarily be limited to the following: (a) responding promptly to all inquiries from NRZ Brokerage and its representatives, and completing appropriate follow-ups communications, (b) managing RHSS’s compliance with its obligation to provide services to NRZ Brokerage in accordance with the terms and conditions of the Agreement, (c) coordinating resolution of questions or issues, (d) managing RHSS’s fulfillment of Service Level Agreements, (e) managing actions items and deliver timely and accurate reports, and (f) managing and coordinate audits, in each case in accordance with the Agreement and this Vendor Management Addendum.

10.

Engagement and Management of Vendors . RHSS (or any Affiliate of RHSS relevant to the services provided to pursuant to the Agreement) may engage third-party vendors or RHSS-Affiliated entities related to such services, provided that (x) any such engagement of, or delegation of duties to, any vendor shall not relieve RHSS of any representations, warranties, covenants or obligations under the Agreement or this Vendor Management Addendum (except where such third-party vendors were engaged by RHSS at the direction of an NRZ entity), and (y) with respect to any such engagement, RHSS (or any such Affiliate of RHSS) shall:


a.	To the extent any costs or charges shall be passed on to NRZ Brokerage, New Residential Mortgage (or any subservicer of New Residential Mortgage), any securitization trust or any

EXHIBIT 5-7

party to any securitization or servicing agreement, engage each such vendor on commercially reasonable, arm’s length basis and at competitive rates of compensation;


b.	Engage each such vendor on terms and rates consistent with applicable laws and regulations;

Maintain written policies and procedures relating to its vendor management practices that comply with applicable laws and regulations governing the supervision of service providers, including without limitation Compliance Bulletin and Policy Guidance 2016-02 published by the Consumer Financial Protection Bureau (or any applicable successor bulletin or guidance), and shall adhere to such policies and procedures;


d.	Require that any vendor engaged by RHSS (or by any RHSS Affiliate relevant to the services provided to an NRZ Entity pursuant to the Agreement) materially comply with all applicable laws and regulations all agreements governing such engagement;

Require that any vendor engaged by RHSS (or by any RHSS Affiliate relevant to the services provided to an NRZ Entity pursuant to the Agreement) materially comply with RHSS or its Affiliates’ applicable vendor insurance requirements and minimum liability limits (including with respect to workers’ compensation insurance) which are customized and amended from time to time based on activities undertaken and services performed by the vendor.

Confirm that no vendor engaged by RHSS (or by any Affiliate of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement) appears on any of the (i) Freddie Mac Exclusionary List (but solely to the extent an NRZ Entity is permitted to provide (and does provide) RHSS access to such list for the purpose of complying with this subsection), (ii) Specifically Designated Nationals and Blocked Persons List published by OFAC (as checked by RHSS on an annual basis), (iii) Suspended Counterparty Program list published by Federal Housing Finance Agency (as checked by RHSS on an annual basis) or (iv) RHSS’s (or such Affiliate’s) internal “do not use” vendor list, and shall promptly (A) notify NRZ Brokerage to the extent RHSS learns of any such vendor becoming subject to any such list, and (B) terminate such vendor immediately; and

Notify NRZ Brokerage as promptly as possible and in any event within five (5) business days RHSS (or any RHSS Affiliate relevant to the services provided to an NRZ Entity pursuant to the Agreement) becoming aware that any vendor engaged by RHSS (or by such Affiliate) has violated or failed to comply with any applicable laws or regulations, and/or has violated any applicable agreement with RHSS (or with such Affiliate), if such violation or failure to comply could reasonably be expected to materially adversely impact any Subject REO Referral, which notification shall include, without limitation, (i) a summary of such violation or non-compliance and (ii) an action plan for (A) remediating any existing violations or non-compliance by such vendor and preventing such violation or non-compliance in the future, or (B) terminating and, if necessary, replacing such vendor.


11.	Cooperation with Governmental Authority Examinations; Cooperation with NRZ Brokerage Third Party Vendor Oversight Requirements .

EXHIBIT 5-8

Examinations . RHSS shall (and shall cause any Affiliate of RHSS relevant to the services provided to an NRZ Entity pursuant to the Agreement to) cooperate fully and comply in all respects with requests from NRZ Brokerage or any New Residential Affiliate, including but not limited to any examination, inquiry, routine request, subpoena, civil investigative demand, or similar ad hoc regulatory demand for information or request of any kind from any Governmental Authority to NRZ Brokerage or any New Residential Affiliate pertaining to the services provided by RHSS (or such RHSS Affiliate) under the Agreement. NRZ Brokerage shall (or shall cause such applicable New Residential Affiliate to) make use of its commercially reasonable best efforts to provide RHSS with as much written notice as reasonably practicable under the circumstances of such examination, inquiry, investigation or request; provided, that NRZ Brokerage shall (and shall cause such applicable New Residential Affiliate to):


i.	Notify RHSS in writing to this email address: NRZInfoRequest@altisource.com as promptly as reasonably possible based on the circumstances and the type of communication from such Governmental Authority, based on NRZ’s reasonable judgment, and in no event will unreasonably delay notifying RHSS of such request;


ii.	Consult with RHSS regarding RHSS’s reasonable estimation of the (A) time, (B) RHSS resources, and (C) RHSS costs that may result from any such request;

iii.

If NRZ Brokerage determines, based on such consultation but in NRZ Brokerage’s sole reasonable discretion, that it is (A) appropriate, (B) reasonable, and (C) without unreasonable risk to NRZ (or any New Residential Affiliate) to seek a modification to the request (including without limitation a narrowing of the request scope) or an extension of the Governmental Authority’s deadline, then NRZ Brokerage shall communicate such request to the Governmental Authority; and


iv.	If, subject to clause iii, any Governmental Authority agrees to extend such deadline, then NRZ Brokerage shall extend the deadline of NRZ Brokerage’s initial request, but NRZ Brokerage may, at its sole reasonable discretion, shorten the Governmental Authority’s extended deadline by up to two (2) business days.

Additional Reporting or Testing . Upon reasonable request and after reasonable notice by NRZ Brokerage from time to time, RHSS shall provide NRZ Brokerage with additional data, documentation, reporting or other information as may be reasonably required for NRZ Brokerage to comply with its internal third party vendor oversight policies and procedures, which may include, without limitation, such additional data, documentation or reporting that will be sufficient for NRZ Brokerage to (i) implement ongoing monitoring of RHSS’s compliance with applicable laws and regulations, (ii) implement periodic or ongoing compliance testing, or (iii) examine individual files relating to Subject REO Referrals for the purpose of manual asset-level compliance reviews. NRZ Brokerage shall provide prior written notice at least ten (10) business days prior to the deadline relating to any such additional requests, and shall work cooperatively with RHSS to minimize disruptions to RHSS’s business or operations resulting from such additional requests.


12.	Affiliate Information . To the extent that the information requested pursuant to this Vendor Management Addendum seeks procedures, measures, practices, policies or other similar documents or information (“ Policies ”) pertaining to RHSS, such information requested can be satisfied by providing the

EXHIBIT 5-9

corresponding Policies for RHSS’s parent companies or other Altisource Affiliates, provided that such Policies are expressly applicable to RHSS.


13.	Authorization to Receive Information . NRZ Brokerage represents and warrants that it is permitted by the seller of the Subject REO Referrals to receive the information requested hereunder.

14.

Confidentiality . NRZ Brokerage agrees to hold, and to cause its directors, officers, employees, affiliates, agents, accountants, auditors, counsel and other advisors and representatives (collectively, “ Representatives ”) to hold, in strict confidence, and shall not release or disclose, or permit to be released or disclosed, to any other person except its Representatives, any information, notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials provided under this Vendor Management Addendum (collectively, “ Information ”), as well as any memoranda, notes, summaries or other materials created by or on behalf of NRZ Brokerage or its Representatives based on such Information, except to the extent that such information has been (i) in the public domain through no fault of such party or any of their respective directors, officers, employees, affiliates, agents, accountants, auditors, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by such party, which sources are not known by such party to be themselves bound by a confidentiality obligation, (iii) independently generated without reference to any proprietary or confidential information (collectively, “ Confidential Information ”). Notwithstanding anything to the contrary in this Section 14 , NRZ Brokerage (or any applicable New Residential Affiliate) shall be permitted to disclose information provided pursuant to Section 11(a) to a Governmental Authority, solely to the extent required to respond to the Governmental Authority.

Any information provided pursuant to this Vendor Management Addendum shall be used solely for the purposes expressly permitted hereunder and not for any other purpose. For the avoidance of doubt, the obligations under this Section 14 shall apply to any Confidential Information, regardless of whether such Confidential Information is retained in the form provided by RHSS or to NRZ Brokerage and/or its Representatives, in another form or in the memories of NRZ Brokerage and/or its Representatives. This Section 14 shall survive the expiration and/or any earlier termination of the Agreement and/or this Vendor Management Addendum.

EXHIBIT 5-10

Exhibit 5A

INSURANCE REQUIREMENTS

RHSS or its Affiliate shall use commercially reasonable efforts to purchase and maintain insurance on RHSS’s behalf, the following types of coverage and limits of liability:


1.	Commercial General Liability (CGL) coverage with limits of insurance of not less than $[*] each occurrence and $[*] annual aggregate.


a.	CGL coverage shall be written on ISO Occurrence form CG 00 01 1093 or such other coverage that is currently commercially reasonably available to RHSS or its Affiliates in the market at the time of purchase of the coverage and shall cover liability arising from premises, operations, independent contractors, products-completed operations, and personal and advertising injury.

NRZ Brokerage shall be included as an additional insured on the CGL, using ISO Additional Insured Endorsement CG 20 10 11 85 or such other coverage that is currently commercially reasonably available to RHSS or its Affiliates in the market at the time of purchase of the coverage. Where commercially reasonable, coverage for the additional insureds shall apply as primary and non-contributing insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insureds.


2.	Automobile Liability


a.	Business auto liability with limits of at least $[***] each accident.


b.	Business auto coverage must include coverage for liability arising out of all owned, leased, hired and non-owned automobiles.


c.	RHSS will list NRZ Brokerage as an additional insured on the auto policy.


3.	Commercial Umbrella


a.	Umbrella limits must be at least $[***].


b.	Umbrella coverage must, unless prohibited by the applicable insurer on commercially reasonable terms, include as additional insureds all entities that are additional insureds on the CGL.


c.	Umbrella coverage for such additional insureds shall, unless prohibited by the applicable insurer on commercially reasonable terms, apply as primary before any other insurance or self-insurance, including any deductible, maintained by, or

EXHIBIT 5A-1

provided to, the additional insured other than the CGL, auto liability and employers liability coverages maintained by RHSS or its Affiliates.


4.	Workers’ Compensation and Employers Liability


a.	Workers’ compensation or employers liability insurance limits of at least $[*] each accident for bodily injury by accident and $[*] each employee for injury by disease.


b.	Where applicable, U.S. Longshore and Harborworkers Compensation Act Endorsement shall be attached to the policy.

Waiver of Subrogation

Unless prohibited by the applicable insurer on commercially reasonable terms, RHSS waives all rights against NRZ Brokerage and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by commercial general liability, commercial umbrella liability, business auto liability or workers compensation and employers liability insurance maintained per requirements stated above.

Attached to each certificate of insurance shall be a copy of the applicable additional insured endorsement and a copy of the applicable other insurance clause that is part of RHSS or its Affiliates’ commercial general liability policy. RHSS will endeavor to cause these certificates and the related insurance policies to contain a provision that coverage afforded under the policies will not be canceled or allowed to expire until at least 30 days prior written notice has been given to NRZ Brokerage. A copy of the entire commercial general liability policy shall be submitted to NRZ Brokerage when requested.


5.	Errors & Omissions


a.	Professional Liability Insurance limits of at least $[***]


b.	Unless prohibited by the applicable insurer on commercially reasonable terms and to the extent the insurer has agreed to remove the insured v. insured exclusion and the requirement that coverage only applies to professional services provided to “others”, such insurance shall include a provision naming NRZ Brokerage as additional insured


6.	Cyber Liability


a.	Contractor will maintain a cyber policy (security & privacy insurance with electronic media liability) with limits of at least $[***]


b.	Unless prohibited by the applicable insurer on commercially reasonable terms, the cyber policy shall include a provision naming NRZ Brokerage as additional insured and also include a statement that any insured versus insured exclusion will not apply


7.	Crime

EXHIBIT 5A-2


a.	Commercial crime policy with limits of at least $[***]


b.	Insurance shall include a provision covering employee theft of NRZ Brokerage’s property, including money or securities


c.	Unless prohibited by the applicable insurer on commercially reasonable terms, the commercial crime policy shall include a provision naming NRZ Brokerage as loss payee

RHSS or its Affiliates shall provide NRZ Brokerage with insurance policies, slips, certificates or endorsements, as applicable, evidencing the insurance coverages procured pursuant to this Exhibit 5A within 30 days of the execution of the Agreement. To the extent an insurer or insurance broker cannot, or will not, provide such evidence of coverage or policy terms within 30 days of the execution of the Agreement, RHSS or its Affiliates shall provide such evidence of coverage within 5 business days of receipt of such evidence by RHSS or its Affiliates. Within 30 days of each annual policy renewal after the expiration of the policies in effect at the effective date of the Agreement, RHSS or its Affiliates shall provide NRZ Brokerage with certificates of insurance or other evidence of insurance purchased at each renewal, including, where applicable, evidence of the addition or maintenance, as applicable, of NRZ Brokerage as an additional insured or loss payee.

RHSS or its Affiliates shall provide NRZ Brokerage with written notice of any material changes to any policies set forth in this Exhibit 5A within 5 business days of receipt of notice of such changes by RHSS or its Affiliates.

RHSS or its Affiliates shall, on or before the expiration date of any applicable insurance policy, provide NRZ Brokerage with written notice of any incumbent insurer’s determination not to maintain NRZ Brokerage as an additional insured or loss payee, as applicable, or in the case of a new insurer, such insurer’s determination not to add NRZ Brokerage as an additional insured or loss payee, as applicable, on such insurance policy.

EXHIBIT 5A-3

EXHIBIT 5B – REPORTING REQUIREMENTS



SLA Based Operational Reporting
#	Report Name	Description	Output Format	Delivery Package Name
1	[***]	[***]	PDF	Monthly Business Review Deck
2	[***]	[***]	PDF	Monthly Business Review Deck
3	[***]	[***]	PDF	Monthly Business Review Deck
4	[***]	[***]	PDF	Monthly Business Review Deck



Non-SLA Based Operational Reporting
#	Report Name	Description	Fields	Output Format	Delivery Package Name
1	Sales by Altisource brokers versus third party broker	Aggregated dashboard representing the trailing twelve month trend on REO monthly sales split by RHSS and third party broker	N/A	PDF	Monthly Business Review Deck
2	Number of auction cycles before sale	Aggregated dashboard on Hubzu performance representing the trailing twelve month trend on REO monthly sales by number of auction cycles	N/A	PDF	Monthly Business Review Deck
3	Sales price versus listing price	Aggregated dashboard representing the trailing twelve month trend on Net Sales Price by most recent Listing Price for all REO sales in a given month	N/A	PDF	Monthly Business Review Deck

EXHIBIT 5B-1



Non-SLA Based Operational Reporting
4	Sales price versus reverse price	Aggregated dashboard representing the trailing twelve month trend on Net Sales Price by most recent Reserve Price for all REO sales in a given month	N/A	PDF	Monthly Business Review Deck
5	Number of properties that do not receive any bids	Aggregated tabular view of the current inventory of all REO properties in active Hubzu listing that did not receive a bid across value bands and listing timeline	N/A	PDF	Monthly Business Review Deck
6	Number of properties that do not receive any bids above reserve	Aggregated tabular view of the current inventory of all REO properties in active Hubzu listing that did not receive a bid above reserve across value bands and listing timeline	N/A	PDF	Monthly Business Review Deck
7	Sales performance (liquidation rates, average days on market, price to pre-sales market value) by states and/or MSAs	Geographical state wise view of the trailing twelve month trend on REO monthly sales performance in terms of liquidation rate, days on market and net sale price by most recent pre-sales market value	N/A	PDF	Monthly Business Review Deck
8	Sales performance by urban versus suburban versus rural	Aggregated dashboard representing the trailing twelve month trend on REO monthly sales split by geographical areas such as urban, rural etc.	N/A	PDF	Monthly Business Review Deck
9	Sales performance by sales price buckets	Aggregated dashboard representing the trailing twelve month trend on REO monthly sales across value bands	N/A	PDF	Monthly Business Review Deck
10	Sales performance by property type (standalone home vs townhome vs condo)	Aggregated dashboard representing the trailing twelve month trend on REO monthly sales split by property type	N/A	PDF	Monthly Business Review Deck

EXHIBIT 5B-2



Non-SLA Based Operational Reporting
11	Price to pre-sales market value days on market	1. Price to Pre-Sales Market Value: Covered in SLA reporting 2. Days on Market: Aggregated dashboard representing the trailing twelve month trend on REO monthly sales by days on market	N/A	PDF	Monthly Business Review Deck
12	Sales volume by ASPS escrow agent versus third party	Aggregated dashboard representing the trailing twelve month trend on REO monthly sales split by closing office type (Premium Title vs non-Premium Title)	N/A	PDF	Monthly Business Review Deck
13	MTD Closings Report	Property level report on all daily REO closings for the day	1. Report Date 2. Loan Number 3. Address 4. State 5. Zip 6. Referral Date 7. Acquisition Date 8. Sale Date 9. Sale Price 10. Closing Office Type (In-house / 3rd Party) 11. NRZ Commission ($) 12. NRZ Commission (%) 13. Wire Receipt Date	Excel	MTD Sales Report

EXHIBIT 5B-3



Non-SLA Based Operational Reporting
14	New Listing Report (Monthly)	Property level report on all new listing in a given month	1. Report Date 2. Loan Number 3. Address 4. State 5. Zip 6. Referral Date 7. Acquisition Date 8. Days Since Acquisition 9. First List Date 10. First List Price 11. NRZ Commission (%) 12. RHSS Commission (%) 13. Minimum RHSS Commission ($) 14. Buyer Agent Commission (%) 15. Minimum Buyer Agent Commission ($)	Excel	New Listing Report

EXHIBIT 5B-4

Exhibit 6

METHODOLOGY FOR DETERMINING SUBJECT REO REFERRAL LIST PRICES,
PRICE REDUCTIONS, RESERVE PRICES, STARTING BIDS, WINNING BIDS AND ACCEPTABLE OFFERS

[***]

EXHIBIT 6-1

Exhibit 7

PERFORMANCE SCORECARD

THE FOLLOWING SIX PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

EXHIBIT 7-1

Exhibit 8

STATES IN WHICH NEW RESIDENTIAL SALES CORP. IS QUALIFIED TO RECEIVE COMMISSIONS

THE REMAINDER OF THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

[***]

EXHIBIT 8-1

Exhibit 10.46

LETTER AGREEMENT

This LETTER AGREEMENT (this “ AGREEMENT ”), entered into on this August 28, 2017, is by and among NEW RESIDENTIAL INVESTMENT CORP ., a Delaware corporation (“ NEW RESIDENTIAL ”), NEW RESIDENTIAL MORTGAGE LLC , a Delaware limited liability company (“ NRM ”), in each case, whose principal address is 1345 Avenue of the Americas, 45th Floor, New York, NY 10105, REALHOME SERVICES AND SOLUTIONS, INC. , a Florida corporation, (“ RHSS ”), whose principal address is 1000 NE Abernathy Road, Atlanta, GA 30348, REALHOME SERVICES AND SOLUTIONS - CT, INC. , a Connecticut corporation (“ RHSSCT ”), whose principal address is 1000 NE Abernathy Road, Atlanta, GA 30348, and ALTISOURCE SOLUTIONS S.à. r.l. , a Luxembourg société à responsabilité limitée, a private limited liability company (“ ALTISOURCE ”), whose principal address is 40, avenue Monterey 40, Avenue Monterey, L-2163 Luxembourg.

RECITALS

I. NRM intends to become the owner of servicing rights to certain residential mortgage loans secured by real property that has been, or may in the future be, foreclosed, resulting in real estate owned (“ REO ”) by a trust and held for the benefit of mortgage loan investors;

II. NRM, as the owner of mortgage servicing rights, may have the legal and contractual right to market and sell certain REO properties on behalf of the applicable trusts (the REO properties that NRZ (as defined herein) has the contractual right to market and sell shall be referred to herein as the “ REO Properties ”);

III. NRM is a wholly-owned subsidiary of New Residential;

IV. RHSS is a wholly-owned subsidiary of Altisource and RHSSCT is a subsidiary of Altisource, with Altisource or its affiliates owning one hundred percent (100%) of the voting rights of RHSSCT; and

V. To the extent NRM or New Residential has not engaged a NRZ Brokerage to identify and recommend qualified real estate brokerages throughout the United States to assist in the marketing and sale of the REO Properties in the Covered Portfolios, or to the extent NRM or New Residential has engaged an NRZ Brokerage for such purposes and such NRZ brokerage is a party to a CBA (as defined herein) with RHSS, RHSSCT or any Altisource Subsidiary Brokerage but fails to refer Subject REO Referrals (as defined herein) to RHSS, RHSSCT or any Altisource Subsidiary Brokerage (as applicable) pursuant to the terms of such CBA, New Residential and NRM are desirous of appointing RHSS, RHSSCT, or such other subsidiary of Altisource that is a duly licensed real estate brokerage as Altisource or RHSS may direct (“ Altisource Subsidiary Brokerage ”), as applicable, directly as their listing agent to conduct sales and marketing related to the REO Properties described herein, and RHSS and RHSSCT are desirous of accepting such appointment.

AGREEMENT

THEREFORE, in consideration of the mutual covenants herein made and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Altisource, RHSS, RHSSCT, New Residential (on behalf of itself and each Investor) and NRM (on behalf of itself and each Investor) hereby agree as follows:

1. Definitions . The terms set forth below shall have the meanings ascribed to them for the purposes of this Agreement. Other capitalized terms contained in this Agreement (including the Recitals, which are, by this reference, incorporated into and deemed part of this Agreement ) and not set forth in this Paragraph 1 shall have the meanings assigned to them as defined herein. Capitalized terms used herein but not otherwise defined have the meaning given such term in the Original CBA.

(a) “Affiliate” shall have the meaning set forth in the Original CBA.

(b) “Altisource Subsidiary Brokerage” shall have the meaning set forth in the Recitals.

(c) “ CBA ” means a cooperative brokerage agreement, between RHSS, RHSSCT or any Altisource Subsidiary Brokerage (as applicable) and an NRZ Brokerage, in substantially the same form as the Original CBA.

(d) “ Controlled ” shall have the meaning set forth in the Original CBA.

(e) “Corporate Parent” shall have the meaning set forth in the Original CBA.

(f) “ Covered Portfolios ” shall have the meaning set forth in Original CBA.

(g) “ Effective Date ” means the date of the execution of this Agreement.

(h) “ NRSC ” means New Residential Sales Corporation, a NRZ Brokerage.

(i) “NRZ” means New Residential, together with any entity that is a wholly owned subsidiary of New Residential or that is Controlled by New Residential.

(j) “ NRZ Brokerage ” means each entity that is duly licensed and approved to conduct real estate brokerage activity that is either New Residential or Controlled by New Residential.

(k) “Original CBA” means the CBA among RHSS, RHSSCT, and NRSC, dated as of the date hereof.

(l) “ Portfolio ” shall have the meaning set forth in the Original CBA.

(m) “Referred REO Properties” shall have the meaning set forth in Paragraph 3 hereof.

(n) “ REO ” shall have the meaning set forth in the Recitals.

(o) “REO Properties ” shall have the meaning set forth in the Recitals.

(p) “Services LOI” means that certain Letter of Intent between Altisource and New Residential and dated as of the date hereof relating to the services Altisource and its affiliates shall agree to provide to New Residential with respect to the Covered Portfolios (as defined in such Letter of Intent).

(q) “Servicing Agreement” shall have the meaning set forth in the Original CBA.

2. Brokerage Subsidiaries to Enter Into CBAs . It is the intent of the parties that RHSS and RHSSCT enter into CBAs with all NRZ Brokerages engaged to market and sell REO Properties in the Covered Portfolios. Altisource agrees to use its best efforts to cause RHSS and RHSSCT to enter into a CBA with every NRZ Brokerage, which CBA shall be materially identical to the Original CBA. NRM agrees to use its best efforts to cause each NRZ Brokerage to enter into a CBA with RHSS and RHSSCT, which CBA shall be materially identical to the Original CBA.

3. Appointment & Acceptance as Listing Broker .

(a) Commencing on the Effective Date and pursuant to the specific terms contained herein, to the extent that NRM does not engage a NRZ Brokerage with which RHSS, RHSSCT, or another Altisource Subsidiary Brokerage has a non-suspended CBA in place to conduct the sales and marketing activities related to the sale of the REO Properties (except to the extent NRM engages an NRZ Brokerage that does not have a non-suspended CBA in place with RHSS, RHSSCT or another Altisource Subsidiary Brokerage, as applicable, despite such NRZ Brokerage’s reasonable efforts to execute and deliver a CBA materially identical to the Original CBA and despite RHSS, RHSSCT or another Altisource Subsidiary Brokerage, as applicable, being legally permitted to execute such materially identical CBA), New Residential and NRM agree to, and hereby do, engage RHSS, RHSSCT, or an Altisource Subsidiary Brokerage as its listing agent

for all REO Properties in the Covered Portfolios, which REO Properties NRZ has the legal ability and the contractual ability under the related Servicing Agreements to engage RHSS, RHSSCT, or other Altisource Subsidiary Brokerage, as applicable to market and sell (such REO Properties, “Referred REO Properties”).

(b) Notwithstanding anything to the contrary in Paragraph 3(a) above, NRM is under no obligation to engage RHSS, RHSSCT, or any other Altisource Subsidiary Brokerage to market or sell Referred REO Properties:

(i) with respect to which RHSS, RHSSCT or any Altisource Subsidiary Brokerage, to the extent applicable, has refused to execute and deliver a CBA with a NRZ Brokerage that is materially identical (except where legally prohibited) to the Original CBA (which CBA would, if executed by the parties thereto, require such Referred REO Properties to be referred to RHSS, RHSSCT or any Altisource Subsidiary Brokerage), despite such NRZ Brokerage having reasonably cooperated in the finalization and execution of such CBA, or

(ii) arising under any CBA that has been terminated or has expired, except that for the avoidance of doubt, this sentence shall not apply where such CBA was (I) suspended pursuant to Section 19(c) or 19(d) under the Original CBA (or the corresponding section of any other CBA), or (II) voided in accordance with Section 12 of the Original CBA (or corresponding paragraphs of subsequent CBAs).

(c) In the event that RHSS, RHSSCT or any Altisource Subsidiary Brokerage, to the extent applicable, has refused to execute and deliver a CBA with a NRZ Brokerage that is materially identical to the Original CBA on the grounds that it is the applicable entity’s view that it is legally prohibited from entering into an agreement materially identical to the Original CBA, in accordance with this Section 3, RHSS, RHSSCT or any other Altisource Subsidiary Brokerage, as applicable, shall be obligated to obtain advice on the matter from duly licensed and qualified outside counsel, and must provide, upon NRZ’s written request, written analysis supporting its conclusion (though a formal written opinion of counsel shall not be required).

(d) New Residential and NRM hereby represent and warrant that, as of the date hereof, neither New Residential nor NRM has any knowledge of any facts or circumstances that would prevent or prohibit New Residential and NRM from engaging RHSS, RHSSCT or an Altisource Subsidiary Brokerage, as applicable, as its listing agent for all REO Properties in the Covered Portfolios.

4. NRM and Altisource to Direct Subsidiaries to Comply with CBAs . New Residential, NRM and Altisource shall use commercially reasonable best efforts to ensure that their respective brokerage subsidiaries comply with the CBAs to which they are signatories. For the avoidance of doubt, New Residential and NRM shall use commercially reasonable best efforts to ensure NRZ Brokerages refer Subject REO Referrals to RHSS, RHSSCT, or other Altisource Subsidiary Brokerage, as applicable, in accordance with the terms of the governing CBAs.

5. Applicable Terms From the Original CBA .

(i) New Residential and NRM shall have all of the rights and obligations with respect to the Referred REO Properties as NRSC has with respect to the Subject REO Referrals (as defined in the Original CBA) pursuant to the Original CBA or, in the event that the Original CBA has been suspended pursuant to Section 19(c) or 19(d) thereof, the rights that NRSC has under the Original CBA when it is not suspended, including, but not limited to, termination rights thereunder, and

(ii) RHSS, RHSSCT, or other Altisource Subsidiary Brokerage, as applicable, shall have all of the rights and obligations with respect to the Referred REO Properties as RHSS and RHSSCT have with the Subject REO Referrals pursuant to the Original CBA; provided , however , that Section 5 of the Original CBA (and the corresponding sections of all other CBAs), which sets forth the commissions owed to NRSC under the Original CBA, and Section 18 of the Original CBA (and the corresponding sections of all other CBAs), which sets forth the term of the Original CBA, shall not apply with respect to either party (provided that, for

the purposes of clarification, the term of this Agreement specified in Section 9 hereto shall be deemed to be the applicable term), and the representations and warranties set forth in Sections 6(d) and 6(e) of the Original CBA (and the corresponding sections of all other CBAs), shall not apply with respect to New Residential and NRM.

(b) For the avoidance of doubt, all provisions of the Original CBA are incorporated herein with the exception of Sections 5, 6(d), 6(e) and 18, and the rights and obligations extending to NRSC under the Original CBA (including the right to terminate set forth in Section 19 thereof), with the exception of those set forth in Section 5, 6(d), 6(e) and 18 of the Original CBA, shall extend to New Residential and NRM under this Agreement; and all rights and obligations extending the RHSS and RHSSCT under the Original CBA, with the exception of those set forth in Section 5, 6(d), 6(e) and 18 of the Original CBA, shall extend to RHSS and RHSSCT under this Agreement.

6. Commissions; Termination .

(a) In the event New Residential and NRM engage RHSS, RHSSCT, or other Altisource Subsidiary Brokerage, as applicable, as its listing agent pursuant to Paragraph 3 of this Agreement, the parties agree to fully cooperate with one another and to use their best efforts to negotiate a structure whereby NRZ will receive commissions from the sales proceeds of the Referred REO Properties in proportions commensurate with those set forth in the Original CBA (the “Commissions”) to the extent allowable by law. In furtherance of the foregoing, the parties agree to reasonably cooperate with one another and to use best efforts to implement Commissions that shall be received by New Residential or a New Residential Affiliate in proportions commensurate with those set forth in the Original CBA, to the extent allowable by law. Each party agrees to execute and deliver to each other such documents and take such actions as may become reasonably necessary, from time to time, to establish such Commissions, to the extent allowable by law.

(b) This Agreement shall terminate in the event either party fails to use best efforts to (i) cooperate with respect to, or use best efforts to negotiate a structure whereby NRZ will receive Commissions and the terms of the Commissions in proportions commensurate with those set forth in the Original CBA in each case in which commissions are permitted by law, or (ii) execute and deliver such documentation required pursuant to this Paragraph 6; provided, however, that this Agreement shall not terminate if, notwithstanding the parties’ using best efforts to negotiate a Commission structure in accordance with this Paragraph 6, the parties cannot agree regarding whether Commissions are legally permissible. If the parties disagree about whether Commissions are permitted by law, the parties shall be obligated to obtain advice on the matter from duly licensed and qualified outside counsel, and each party must provide, upon the other party’s written request, written analysis supporting the party’s conclusion (though a formal written opinion of counsel shall not be required). For the avoidance of doubt, the provision of any information pursuant to this Paragraph 6(b) shall not be deemed a waiver of any privilege, including the attorney-client and/or work-product privileges applicable to such information.

(c) For purposes of this Section 6, “best efforts” with respect to Altisource shall not require Altisource to expend fees, costs, or expenses in excess of $[***] during the term in the aggregate in order to implement a commissions structure in accordance with this section (the “ Expenses Cap ”). NRM may direct RHSS to incur amounts above the Expenses Cap to continue the parties’ cooperation and best efforts to implement a commission structure in accordance with this Section 6, provided that NRM shall either, at RHSS’s option, (x) reimburse RHSS for all reasonable, actual, and documented out-of-pocket fees, costs and expenses in excess of the Expenses Cap incurred by RHSS at New Residential’s direction or (y) pay for any reasonable, actual, and documented out-of-pocket fees, costs and expenses in excess of the Expenses Cap that NRM directs RHSS to incur. Any fees, costs, or expenses reimbursable by NRM or payable by NRM in accordance with this paragraph shall be deemed "reasonable" hereunder if NRM expressly directed ASPS to pay or incur such specific fee, cost, or expense.

7. Powers of Attorney . On the Effective Date, New Residential and NRM shall execute powers of attorney substantially in the form attached hereto as Exhibit A in favor of RHSS and RHSSCT authorizing them, as appropriate, to execute listing agreements substantially in the form attached to the Original CBA as Exhibit 3 but modified as needed to reflect the engagement pursuant to the terms of this Agreement , on New Residential and NRM’s behalf, as the case may be, in connection with the Referred REO Properties.

8. Other Obligations of NRZ . To the extent any CBA to which RHSS, RHSSCT and/or other Altisource Subsidiary Brokerage, as applicable, are a party requires that RHSS, RHSSCT and/or other Altisource Subsidiary Brokerage, as applicable, be approved as a vendor or other service provider for any subservicer prior to RHSS, RHSSCT and/or other Altisource Subsidiary Brokerage, as applicable, receiving referrals under such CBA, NRZ shall use reasonable efforts to obtain the subservicer’s approval of RHSS, RHSSCT and/or other Altisource Subsidiary Brokerage, as applicable, as soon as possible without any material condition or cost thereto, as a vendor. Those efforts include but are not limited to notifying the subservicer that it is New Residential’s intention that the subservicer approve RHSS, RHSSCT and/or other Altisource Subsidiary Brokerage, as applicable, as its vendor; communication from New Residential’s senior management to senior management of the applicable subservicer that New Residential views the request as a priority; facilitating discussions among Altisource, RHSS, RHSSCT and/or other Altisource Subsidiary Brokerage, as applicable, and the applicable subservicer; and cooperating with Altisource, RHSS, RHSS CT, and/or other Altisource Subsidiary Brokerage, as applicable, to facilitate the subservicer’s approval of the applicable Altisource Subsidiary Brokerage as a vendor.

9. Term of Agreement . This Agreement shall become effective upon the Effective Date and shall remain in effect until August 31, 2025; provided, however, (a) in the event that the Services LOI expires by its terms (accounting for any mutually agreed extension of the term of such Services LOI) or New Residential and Altisource fail to enter into that certain services agreement contemplated by the Services LOI and RHSS elects to terminate the Original CBA pursuant to Section 18 thereof, Altisource shall have the right to terminate this Agreement, without cause, upon written notice to NRM . This Agreement is also terminable on the grounds set forth in Section 6(b).

10. Termination of Listing Agreements . Any then-active listing agreements entered into with respect to any REO Properties pursuant to any CBA shall be terminated upon one business day’s notice from the applicable seller in the event that such CBA is terminated, except to the extent any such REO Properties are, pursuant to the terms of this Agreement, required to be referred to RHSS, RHSSCT and/or other Altisource Subsidiary Brokerage, as applicable, hereunder, notwithstanding such termination of such CBA.

11. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to applicable principles of conflicts of law.

12. Counterparts . This Agreement may be executed in two counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

13. Assignments, Successors . The Parties’ rights under this Agreement shall continue in full force and effect and shall not be affected by the sale (or other transfer of a Covered Portfolio) by New Residential of MSRs to New Residential Affiliate.

(a) Neither this Agreement nor the obligations of each Party hereunder may be assigned or otherwise transferred by operation of law or otherwise, in each case, in whole or in part (a “Transfer”), by any Party without the other Parties’ prior written consent, which shall not be unreasonably withheld, conditioned or delayed and any such attempted Transfer without such consent shall be void; provided, however, that such consent shall not be required in the event that (1) RHSS or RHSSCT Transfers this Agreement in accordance with a Permitted Transfer (as defined in the Guaranty) thereof, (2) NRM (but not New Residential) Transfers this Agreement to an Affiliate that has the legal and contractual right to refer Referred REO Properties to RHSS, RHSSCT or the related Altisource Brokerage Subsidiary, as applicable, or (3) NRM or New Residential undergoes one or more transactions under which (i) NRM, New Residential, or the business of NRM or New Residential relating to this Agreement is acquired by or merges with another party and the acquiring or surviving entity succeeds NRM or New Residential (as applicable) as to this Agreement, (ii) all or substantially all of the assets of NRM or New Residential or the business of NRM or New Residential relating to this Agreement is acquired by another party and such other party succeeds NRM or New Residential (as applicable) as to this Agreement, (iii) NRM or New Residential assigns this Agreement in connection with a sale of all or substantially all of its assets, or (iv) NRM or New Residential spins off the business relating to this Agreement into one or more separate entities and such one or more separate entities succeed NRM or New Residential (as applicable) as to this Agreement; provided, further, that nothing herein shall in any way restrict any direct or indirect

assignment, sale or other transfer of the equity interests of NRM or New Residential, whether by operation of law or otherwise.

(b) If RHSS or RHSSCT wishes to execute a Transfer (other than as specified in Section 12(a)(1) herein), RHSS or RHSSCT, as applicable, shall provide to New Residential in writing the identity of the proposed successor or assignee, such writing to be deemed RHSS’s Confidential Information (as that term is defined in the Vendor Management Addendum) and subject to the restrictions contained in Section 14 of the Vendor Management Addendum. New Residential agrees that, (1) it will respond to such writing with an approval or rejection of such proposed Transfer within no more than five (5) business days and (2) it will apply its reasonable discretion in evaluating, approving or rejecting a proposed Transfer and that such discretion shall be limited to analyzing whether or not such Transfer exposes NRM or New Residential to a non-de minimis increased risk relating to (A) the financial health or operational capabilities of the counterparty, (B) the quality of performance of the services provided under this Agreement, or (C) regulatory compliance matters. If New Residential rejects a requested Transfer and, RHSS believes (as evidenced by written notice to New Residential) that New Residential’s determination was not made in accordance with the requirements of this Section 12(b), the Parties shall submit the dispute regarding New Residential’s determination to the dispute resolution process set forth in Section 21 of the Original CBA. During the pendency of such dispute resolution process, RHSS and RHSSCT shall not be permitted to affect a Transfer. The parties will use their best efforts to conduct the dispute resolution process on an expedited basis.

IN WITNESS WHEREOF, the parties hereto have set their hand and seal as of the date hereof.



	NEW RESIDENTIAL INVESTMENT CORP. By: /s/ Nicola Santoro, Jr. Name: Nicola Santoro, Jr. Title: Chief Financial Officer

	NEW RESIDENTIAL MORTGAGE LLC By: /s/ Nicola Santoro, Jr. Name: Nicola Santoro, Jr. Title: Chief Financial Officer and Chief Operating Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[SIGNATURES PAGE TO SIDE LETTER AGREEMENT]



	REALHOME SERVICES AND SOLUTIONS, INC. By: /s/ Min L. Alexander Name: Min L. Alexander Title: President and Chief Executive Officer REALHOME SERVICES AND SOLUTIONS – CT, INC.: By: /s/ Min L. Alexander Name: Min L. Alexander Title: President and Chief Executive Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

[SIGNATURE PAGE TO SIDE LETTER AGREEMENT]



	ALTISOURCE SOLUTIONS S.Á. R.L. By: By: /s/ Kevin J. Wilcox Name: Kevin J. Wilcox Title: Manager

[SIGNATURE PAGE TO SIDE LETTER AGREEMENT]

EXHIBIT A

FORM OF LIMITED POWER OF ATTORNEY

[________________] (the “ Company ”) does hereby make, constitute, and appoint REALHome Services and Solutions, Inc., a Florida Corporation (“ RHSS ”), to be its true and lawful attorney-in-fact, and hereby grants to RHSS the authority and power to take the Actions (as such term is defined herein) in the Company’s name, place, and stead, through signers duly authorized by the Board of RHSS to take such Actions on RHSS’s behalf (“ Authorized Signers ”) in each case in accordance with and subject to the terms of that certain Letter Agreement (the “ Agreement ”) dated August 28, 2017 by and between New Residential Investment Corp., New Residential Mortgage LLC (“ NRM ”), RHSS, REALHome Services and Solutions - CT, Inc. (“ RHSSCT ”), and Altisource Solutions S.à r.l., and one or more Cooperative Brokerage Agreements by and between RHSS, RHSSCT (or Affiliate of RHSS that is duly licensed and approved to conduct real estate brokerage activity, as may be authorized under the relevant CBA) and NRM Affiliates that are duly licensed and approved to conduct real estate brokerage activity (each a “ CBA ”), pursuant to which this Limited Power of Attorney is granted. The Company is the servicer of certain pools of mortgage loans and real estate owned properties that previously secured mortgage loans serviced by the Company (“ REO Properties ”). Capitalized terms used and not defined herein have the meaning set forth in the CBA dated August 28, 2017.

As used above, the term “ Actions ” shall mean and be limited to the following acts, in each case with respect to one or another of the REO Properties and as mandated or permitted by federal, state, or local laws or other legal requirements or restrictions applicable to the Company or RHSS in connection with the REO Properties.

RHSS as attorney-in-fact (the “ Attorney-in-Fact ”) is hereby authorized, and empowered, on the Company’s behalf, through its Authorized Signers, as follows:

To execute, acknowledge, seal and deliver documents, appropriately completed, with all ordinary or necessary endorsements, acknowledgments, affidavits, and supporting documents as may be necessary or appropriate for the acquisition, management, marketing, leasing, auction, sale, transfer, grant, conveyance, bargaining, recording or filing of a real estate owned property, including, without limitation, listing agreements, auction services agreements, dual agency agreements, cash for relocation agreements, purchase and sale agreements, leases, any and all transactional documents necessary or appropriate to finalize the sale of an REO Property (e.g., settlement statements, disclosure statements, acceptance statements, affidavits concerning mechanic's liens; assignment of security deposits), and any supporting documents; and

With respect to the Actions, the Company gives to said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing requisite, necessary, and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully, to all intents and purposes, as the Company itself might or could do, and hereby does ratify and confirm all that Attorney-in-Fact shall lawfully do or cause to be done by authority hereof. This instrument is to be construed and interpreted as a limited power of attorney and does not empower or authorize the Attorney-in-Fact to do any act or execute any document on behalf of the Company not described herein.

This Limited Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of any attorney-in-fact named in any Prior Powers of Attorney is hereby revoked.

This Limited Power of Attorney is effective as of its date of execution set forth below and will be effective until the earlier of (i) the termination of the Agreement and all CBAs or (ii) the revocation of this Limited Power of Attorney, in writing, by the Company. Until such termination, the Company represents to those dealing with Attorney-in-Fact that they may rely upon this Limited Power of Attorney until they receive actual notice of termination or revocation thereof. Any and all third parties dealing with RHSS, as Attorney-in-Fact, may rely completely, unconditionally, and conclusively on the authority of RHSS, through its Authorized Signers, and need not make any inquiry about whether RHSS is acting pursuant to Agreement and the CBAs. Any purchaser, title insurance company, public official, or other third party may rely upon a written statement by RHSS through its Authorized Signers that any REO Property is subject to the authority and power conferred to RHSS in accordance with this Limited Power of Attorney, pursuant to the Agreement and the CBAs.

IN WITNESS WHEREOF, Company has executed this Limited Power of Attorney this __ day of ________________ 2017.



	[Servicer]

	By:

	Name:

	Title:



	Witness:

	Name:

	Title:



	Witness:

	Name:

	Title:

State of _____

County of ___________

This instrument was acknowledged before me on _________ [date] by ___________ [name of officer], _________________ [title of officer] of [Servicer], a [corporate description], on behalf of said organization. [AMEND AS APPROPRIATE TO CREATE EFFECTIVE NOTARIZATION UNDER APPLICABLE LAW.]




	Notary Public Name:
	My Commission expires:

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Michael Nierenberg, certify that:



1.	I have reviewed this quarterly report on Form 10-Q of New Residential Investment Corp.;



2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:



	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):



	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



November 1, 2017	/s/ Michael Nierenberg
	Michael Nierenberg
	Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Nicola Santoro, Jr., certify that:



1.	I have reviewed this quarterly report on Form 10-Q of New Residential Investment Corp.;



2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:



	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):



	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



November 1, 2017	/s/ Nicola Santoro, Jr.
	Nicola Santoro, Jr.
	Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CEO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of New Residential Investment Corp. (the “Company”) for the quarterly period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael Nierenberg, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(1)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



November 1, 2017	/s/ Michael Nierenberg
	Michael Nierenberg
	Chief Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION OF CFO PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of New Residential Investment Corp. (the “Company”) for the quarterly period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Nicola Santoro, Jr., as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



November 1, 2017	/s/ Nicola Santoro, Jr.
	Nicola Santoro, Jr.
	Chief Financial Officer