Cooperative Brokerage Agreement, dated as of August 28, 2017, between REALHome Services and Solutions, Inc., REALHome Services and Solutions - CT, Inc. and New Residential Sales Corp

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.

(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:

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.

(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 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.

(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.

(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.

(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 Contract” 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.

(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 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-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 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;

(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.    

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.

(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.

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 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):

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:

(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 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 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 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.

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 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 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):

Attention:    Corporate Secretary

Email: ***@***

1345 Avenue of the Americas, 45th Floor

New York, New York 10105

Attention: [***]

Email:     [***]

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.

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 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 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

(C)    in the case of either clause (A) or (B) above, RHSS:

(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 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

(C)    satisfies the requirements of clauses (1)(C)(1) and (1)(C)(2) above.

(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 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 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 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 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 - ***@***. 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 - ***@***; 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 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.

(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 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 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 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 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.

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.

Schedule A – Regulatory and Litigation Matters

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

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”).

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:

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.

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.

If to Seller:

REALHome Services and Solutions, Inc.

Attention:

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**

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**

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.

REO Referrals or other critical services related to the services provided to NRZ Brokerage by RHSS;

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. 

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.

 

(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.

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.

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.

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:

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.

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.