Form of Servicing and Oversight Agreement among Hudson Americas L.P., Hudson Homes Management LLC, Caliber Home Loans, Inc. and LSF[ ] Mortgage Holdings, LLC

Exhibit 10.16

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

FORM OF

SERVICING AND OVERSIGHT AGREEMENT

THIS SERVICING AND OVERSIGHT AGREEMENT (“Agreement”), is made and effective as of [    ] (the “Effective Date”), by and between HUDSON AMERICAS L.P., a Delaware limited partnership (the “Manager”), HUDSON HOMES MANAGEMENT LLC, a Texas limited liability company (the “REO Management Vendor”), CALIBER HOME LOANS, INC., a Delaware Corporation, as servicer (the “Servicer”) and LSF[    ] MORTGAGE HOLDINGS, LLC (the “Client” and together with the Manager, the REO Management Vendor and the Servicer, the “Parties”).

RECITALS

WHEREAS, Client was formed (in addition to other purposes) for (i) investing in and selling residential mortgage loans (“Mortgage Loans”) and REO properties (“REO” or “REO Propert(ies)” and together with Mortgage Loans, “Mortgage Assets”) directly and through certain wholly-owned subsidiary entities (each a “Subsidiary” and, collectively, the “Subsidiaries”), (ii) financing such Mortgage Assets through securitization arrangements, repurchase agreements, reverse repurchase agreements, warehouse facilities, loan agreements, secured financing facilities or other financing facilities and (iii) holding, financing and selling certain residential mortgage backed securities retained by the Client or a Subsidiary in connection with the securitization of Mortgage Assets by the Client through a Subsidiary;

WHEREAS, the Client has appointed Manager to provide discretionary asset and investment management services to Client and its Subsidiaries pursuant to an asset management agreement (the “AMA”) between Client and Manager, and Manager has accepted such appointment;

WHEREAS, the Manager and Servicer have previously entered into a Servicer Oversight Agreement, dated as of [    ] (the “SOA”) to address certain interactions between the Manager and the Servicer with respect to the Mortgage Assets;

WHEREAS, upon acquisition of a pool of Mortgage Assets Client intends to immediately transfer legal title to each such Mortgage Asset to the LSF[    ] Master Participation Trust (or another participation trust) in exchange for a participation certificate (a “Participation Certificate”) representing a 100% beneficial ownership interest in each such Mortgage Asset;

WHEREAS, in connection with Client’s financing or securitization of the Mortgage Assets, Client will from time to time sell (or cause a Subsidiary to sell) Participation Certificates representing 100% beneficial ownership in the Mortgage Assets represented by that Participation Certificate to one or more of its Subsidiaries;

WHEREAS, the Client or a Subsidiary has engaged and may engage in the future the Servicer from time to time to perform residential mortgage loan servicing and property preservation functions for the Mortgage Loans pursuant to separate securitization servicing agreements (each, a “Servicing Agreement”) entered into or to be entered into in the future between the Client or a Subsidiary, the Servicer, the LSF[    ] Master Participation Trust (or such other participation Trust) and certain other parties thereto;

WHEREAS, the Client or a Subsidiary has engaged and may engage in the future the REO Management Vendor from time to time to perform asset management and property preservation functions for any REO pursuant to separate securitization REO management agreements (each, a “Management Agreement”) entered into or to be entered into in the future between the Client or a Subsidiary, the REO Management Vendor and certain other parties thereto; and

WHEREAS, the Servicer and the REO Management Vendor have previously entered into an Amended and Restated Omnibus Administrative Services and Fee Payment Agreement, dated as of [    ] (the “Administrative Services Agreement”) to address certain interactions between the Servicer and the REO Management Vendor;

NOW THEREFORE, in consideration of the mutual promises contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

(a)    The Manager, on behalf of the Client and its Subsidiaries, including any securitization issuer Subsidiary (the “Client Entities”), shall provide the Servicer with written servicing guidelines (“Guidelines”) regarding the management of, and acceptable actions and determinations regarding Mortgage Loans in default or Mortgage Loans as to which default is reasonably foreseeable, including among other things strategy and procedures relating to loan modifications, forbearance / foreclosure policies, other forms of loss mitigation, default recovery and credit and loss assessment and analysis with respect to such Mortgage Loans. The Guidelines shall be subject to the Servicer’s approval, which shall not be unreasonably withheld or delayed. The Manager shall have the right to amend, modify or supplement the Guidelines with reasonable advance notice to the Servicer; provided, however, that any such amendment (i) shall occur no more than once in any calendar quarter (unless changes in law, regulatory guidance or regulatory interpretation or other similar changes are the basis for the change) and (ii) shall be subject to the Servicer’s approval, which shall not be unreasonably withheld or delayed.

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The Servicer agrees to manage, take actions, and make determinations with respect to any Mortgage Loans in default or any Mortgage Loans as to which default is reasonably foreseeable in accordance with the Guidelines, as amended from time to time pursuant to this Section 1(a). In taking actions or making determinations with respect to any Mortgage Loan, the Servicer shall be entitled to rely on the provisions of the related Servicing Agreement as supplemented by the Guidelines then in effect, and there shall be no requirement that the Servicer consult with, or obtain the recommendation of, the Manager with respect to the management or liquidation of, or actions taken or determinations made regarding, any particular Mortgage Loan or group of Mortgage Loans. To the extent of any inconsistency between the related Servicing Agreement and the Guidelines, the terms of the Servicing Agreement shall control. The Guidelines in effect for the calendar quarter commencing [    ] are attached hereto as Exhibit A.

(b)    In connection with the performance of its duties under each Servicing Agreement, the Servicer shall provide the Manager with the following information and reports in a timely manner, using the same methodology and calculations used in its standard servicing reports that the Servicer has previously provided to the Manager prior to the Effective Date. All such information and reports shall be sent to the Manager in electronic format or through a data feed unless otherwise specified herein or agreed to in writing by the Manager and the Servicer.

(i)    All Assets. The Servicer shall provide to the Manager a daily feed (on each business day) for each Mortgage Asset indicating all loan-level information for specific, mutually agreed upon data fields to the extent such information is reasonably available to the Servicer (the “Data Set”). The Manager and the Servicer agree that the quantity of, and the specific information provided by the Servicer in relation to, such data fields is subject to change as mutually agreed upon by the Manager and the Servicer, provided, however, that the Servicer shall use best efforts to accommodate any Manager requests for updates to the daily feed as promptly as possible. As of the Effective Date, the agreed upon Data Set shall include those fields set forth on Exhibit B attached hereto.

(ii)    Additional Reports. From time to time and at the reasonable request of the Manager, the Servicer shall provide any additional reports and status updates (each, an “Additional Report”) that the Manager determines to be reasonable (or required) and used in standard servicing activities to measure the performance of the Mortgage Assets. The Manager and the Servicer agree that the delivery timing for any such Additional Reports shall be as mutually agreed upon by the Manager and Servicer but in all events, consistent with the timing used by the Servicer for comparable Additional Reports prior to the Effective Date. Moreover, for any Additional Reports requiring regular, periodic delivery, the Servicer shall use best efforts to implement such regular delivery as promptly as possible.

(c)    The Servicer shall make its servicing personnel, including, without limitation, members of the Servicer’s Asset Performance Team, reasonably available during their normal business hours to respond to inquiries, either orally or in writing by express mail or electronic mail, transmitted by the Manager in connection with any report or notice provided under subsection (b) above or the servicing of the Mortgage Assets under any

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Servicing Agreement; provided that the Servicer shall only be required to provide information that is readily accessible and available to its servicing personnel. Such personnel shall have, at a minimum, the same level of industry knowledge and involvement to be capable of providing services consistent with the Servicers’ service levels for such similar actions prior to the Effective Date.

(d)    If requested by the Manager, the Servicer shall make available to the Manager access to any files relating to the Mortgage Assets, including any underwriting files and servicing records, in photocopied or imaged form, to the extent such files have been provided to the Servicer. Servicer shall not be entitled to any additional fees from Manager or Client with respect to such access. The Manager agrees to comply with all applicable privacy laws and protect the confidentiality of the documents and information contained in such files from all persons other than the Client and its affiliates, any Subsidiary, any securitization entity related to the Client or a Subsidiary, the REO Management Vendor, and the Servicer, and agrees not to remove, mark or destroy any of the documents contained therein.

(e)    The Servicer shall permit the Manager to conduct on-site reviews and evaluations of the Servicer’s operations as they relate to the Mortgage Assets. Such reviews and evaluations will be conducted upon reasonable notice to the Servicer, and shall be conducted at the Manager’s expense. Any such review and evaluation is intended to benefit the Servicer, the Client and each Subsidiary, as well as to assist the Manager in adjusting its performance and monitoring approach with respect to the servicing policies and procedures in place, including the default recovery and loss mitigation policies and procedures for the Mortgage Assets. The Manager will conduct such review and evaluation during normal business hours and use its commercially reasonable efforts to cause the least practicable interruption to the Servicer’s business. At the request of Client, the Servicer shall permit any source or potential source of financing for the Mortgage Assets to conduct a similar on-site review and evaluation of the Servicer’s operations as they relate to the Mortgage Assets upon reasonable notice to the Servicer, at the Client’s expense, and so long as such source or potential source of financing is bound by confidentiality obligations reasonably sufficient to satisfy the confidentiality provisions set forth herein.

(f)    The Servicer agrees to notify the Manager of material changes and updates to the policies and procedures that govern the management and liquidation of Mortgage Assets on an annual basis or upon request by the Manager. As of the Effective Date, copies of such policies and procedures are attached as Exhibit C hereto. Each of the Parties hereto acknowledges and agrees that the policies and procedures contained in Exhibit C may be updated via an email notification among the Parties and such updated information shall be deemed to replace the then existing information without the need to amend this Agreement. In addition, each of the Parties hereto acknowledge and agree that the policies and procedures contained in Exhibits A and B may be updated via an email notification among the parties and such updated information shall be deemed to replace the then existing information without the need to amend this Agreement.

(g)    The Servicer shall provide Client with reasonable accounting and financial reporting services to allow the Client to properly track and monitor the performance status of each Mortgage Asset and to facilitate the tax and accounting reporting and filing

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required by Client in connection with such Mortgage Assets. Such services shall, at a minimum, be at the same level of services consistent with the Servicers’ service levels for such similar actions prior to the Effective Date.

(h)    The Servicer shall be entitled to the fees payable to it pursuant to the Servicing Agreements for the services provided under this Section 3. No other costs, fees or expenses shall be due or payable to the Servicer pursuant to this Section 3 from the Client, any Subsidiary, the Manager or the REO Management Vendor.

(a)    As further set forth in each Servicing Agreement, with respect to any Transferred REO Property (as defined therein), the Servicer is entitled to an Ancillary Fee (as defined in each Servicing Agreement) equal to its costs incurred for its obligations with respect to such Transferred REO Property plus a 10% margin, as further set forth in the related separate letter agreement between the Servicer and the Client in connection with the related securitization. Set forth below are the Servicer and Client’s determination of the fixed amount for each of the Servicer’s applicable RCM Costs or HHM Costs in connection with Transferred REO Property being managed by the applicable REO Management Vendor as noted below. Each of Servicer and Client agree that either party may request an adjustment to the 10% margin after a period of six months from the Effective Date of this Agreement and on each six (6) month anniversary thereafter. The mutual agreement of each of the Servicer and the Client will be required to effect any such change.

(b)    In connection with any Transferred REO Properties for which the Client has engaged Resicap, LP (formerly known as Residential Capital Management Group, LP) as the REO management vendor (the “RCM REO”), the aggregate costs (the “RCM Costs”) plus 10% margin (the “RCM REO Ancillary Fees”) payable to the Servicer for the services being provided on the RCM REO (which are set forth in Section 3.13 of each Servicing Agreement (or such similar section in any future Servicing Agreement)) shall be a monthly amount equal to $[***] for each Transferred REO Property. Servicer shall retain such amount from the Servicing Fee and hereby agrees to waive any rights it may have to any portion of the Servicing Fee in excess of such fee on the related RCM REOs (the “Excess REO Servicing Fee”). Such Excess REO Servicing Fee shall be remitted to the Paying Agent pursuant to Section 3.05(i) of the applicable Servicing Agreement.

(c)    In connection with any Transferred REO Properties for which the Client has engaged the REO Management Vendor as the REO management vendor (the “HHM REO”), and in accordance with Section 3.13 of each Servicing Agreement (or such similar section in any future Servicing Agreement), Servicer hereby agrees to perform the services set forth below (and described in additional detail in Exhibit D hereto) (each, an “HHM Ancillary Service”) at the applicable HHM Cost set forth below (each, a “HHM Cost”) plus a 10% margin (each, a “HHM Ancillary Fee”). Servicer will provide REO Management Vendor with each HHM Ancillary Service in exchange for the related HHM Ancillary Fee until such time as REO Management Vendor provides Servicer with written notice, as set forth below, that it no longer requires Servicer to perform a particular HHM Ancillary Service. For the avoidance of doubt, REO Management Vendor may terminate one or more HHM Ancillary Services, without terminating the

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remainder of the HHM Ancillary Services. Each of Servicer, REO Management Vendor and Client agree that a party may request an adjustment to the 10% margin after a period of six months from the Effective Date of this Agreement and on each six (6) month anniversary thereafter. The mutual agreement of each of the Servicer, the REO Management Vendor and the Client will be required to effect any such change.

Set forth below are the HHM Costs and HHM Ancillary Fees for each HHM Ancillary Service:

(d)    REO Management Vendor and the Servicer agree that either party may request an adjustment to any component of the HHM Costs after a period of six months from the Effective Date of this Agreement and following each six (6) month anniversary thereafter. The parties further agree that any adjustment to a component of the HHM Costs shall be calculated in the same manner as each component has been calculated in this Agreement. To the extent that REO Management Vendor elects to discontinue one or more of the HHM Ancillary Services, REO Management Vendor shall notify the Servicer thereof and, commencing on the first day of the next calendar month thereafter, the HHM Ancillary Fees associated with such HHM Ancillary Service shall no longer be payable to the Servicer and the related service shall be discontinued.

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(e)    With respect to the HHM REO, the Client, as REO Manager, hereby directs the Servicer in accordance with each Servicing Agreement to remit from the aggregate Servicing Fee available for such period, and the Servicer hereby agrees to remit, by wire transfer to REO Management Vendor on each Remittance Date the difference between (i) Base Fee (as defined in each Servicing Agreement) and (ii) the HHM Ancillary Fees due to the Servicer for such period. Such amount shall be remitted as follows:

(a)    Collateral Curative. In connection with the Client or a Subsidiary’s purchase or sale of Mortgage Assets to or from third party investors, as applicable (each, a “Whole Loan Transaction”), portions of the related collateral files may be in need of certain corrective actions. These actions may include, but are not limited to, locating missing intervening assignments or endorsements, creating final assignments and endorsements from the related seller to the related purchaser, clearing open defects on title policies and recording (or getting copies of recorded) mortgages and assignments (collectively, “Collateral Curative Actions”). Servicer hereby agrees that it shall provide reasonable assistance to Client or its Subsidiary in connection with the Collateral Curative Actions as requested by Client that are needed when Mortgage Assets are purchased or sold within the required timeline communicated by the Client. Servicer shall perform such services and utilize the same team of employees to achieve results and performance for Collateral Curative Actions that are consistent with the Servicer’s service levels for such similar actions prior to the Effective Date. Consistent with the Servicer’s current practices, it shall make its collateral curative team currently located in Oklahoma City, Oklahoma (the “OKC Team”) available to Client for the Collateral Curative Actions. To the extent the OKC Team is required to utilize a third party vendor to assist it with the curative actions noted on Exhibit E attached hereto, it shall pass thru the reasonable cost of such third parties, consistent with the costs incurred for similar curative actions incurred by the Servicer and passed-thru to the Client for such similar actions prior to the Effective Date, as noted on Exhibit E to Client without any supplemental mark-up.

(b)    Whole-Loan Transactions. In connection with each Whole Loan Transaction for which Client or its Subsidiary desires to use the Servicer as the servicer of the related Mortgage Assets upon consummation of the transaction, Client or its Subsidiary, as applicable, shall deliver to the Servicer, promptly upon receipt, copies of the proposed draft documentation and agreements and the related data tape (collectively, the “Bid Package”). Upon receipt and review of the Bid Package, the Client or its Subsidiary, as applicable, and the Servicer shall reasonably negotiate a mutually acceptable servicing fee structure to be used in connection with the related Mortgage Assets that is consistent with the servicing fees charged by unaffiliated third party servicers that service loans of a similar quality and profile.

In connection with the sale of Mortgage Assets by the Client or a Subsidiary to a third party investor in a Whole Loan Transaction, Servicer shall provide reasonable assistance, including, without limitation, providing images of the related collateral files to the purchaser, responding to due diligence inquiries related to the servicing, title and/or collateral status of the Mortgage Assets. Following any such sale, the Servicer shall provide reasonable assistance with any trailing items. The foregoing services shall be consistent with the Servicer’s service levels for such similar actions prior to the Effective Date.

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(c)    Assistance with Client’s Due Diligence. In connection with a Whole Loan Transaction, the Servicer shall provide Client or its Subsidiary with reasonable assistance in evaluating the related Mortgage Assets. Such assistance shall include, but not be limited to, (x) a review of the date-tape to determine (i) if any of the related Mortgage Assets are likely to be impacted by any federal or state regulatory requirements, (ii) an estimated timeline for the completion of foreclosure for each Mortgage Asset, (iii) if the disclosed bankruptcy fields for any Mortgage Asset are consistent with the Servicer’s reasonable expectations, (iv) whether any of the Mortgage Assets are likely to be subject to enforceability considerations with respect to state specific statute-of-limitations regulations or (v) the credibility of the amount of advances and escrow balances provided in the context of the applicable Mortgage Assets and any related advance reconciliations, and (y) a review of the proposed form purchase or sale and interim servicing agreements. In providing the foregoing services, the Servicer shall act reasonably and in accordance with all applicable law, but shall have no liability to Client or its Subsidiary for any guidance or assistance provided under this Section 5(c) other than for their claim, loss, liability or damage that arises out of the Servicer’s gross negligence, recklessness or willful misconduct.

(d)    GSE Transactions. In connection with a Whole Loan Transaction in which Client or a Subsidiary purchases Mortgage Assets from Fannie Mae, Freddie Mac or Department of Housing and Urban Development (together with any other governmental or quasi-governmental agency or instrumentality, the “GSEs”), in addition to the services provided by the Servicer as set forth in Section 5(b) above, the Servicer shall execute with the Client or its Subsidiary a servicer side agreement (the “Side Agreement”) substantially in the form set out on Exhibit F attached hereto. Such Side Agreement shall ensure, among other things set forth therein, that the Servicer will service the related Mortgage Assets in accordance with the GSE requirements set forth in the related purchase agreement incorporating any guidance concerning such Mortgage Assets as provided by Client or its Subsidiary.

(e)    Litigation Services. Without limiting or altering any of the rights or obligations contained in any Servicing Agreement, the Servicer’s litigation department will reasonably assist in all litigation related to any Mortgage Asset. The Servicer shall reasonably appear in, prosecute or defend any legal action which is incidental to its duty to service the Mortgage Assets. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the applicable owner of the related Mortgage Asset shall be liable, which such expenses and cost shall be reimbursed from the related Collection Account pursuant to the Servicing Agreement.

(f)    Fees. The Servicer shall be entitled to the fees payable to it pursuant to the Servicing Agreements for the services provided under this Section 5. No other costs, fees or expenses shall be due or payable to the Servicer pursuant to this Section 5 from the Client, any Subsidiary, the Manager or the REO Management Vendor.

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This Agreement shall be effective as of the date first above written and shall remain in effect so long as Servicer is servicing any Mortgage Assets for Client or a Subsidiary; provided, however, if the Asset Management Agreement is terminated by Client, Manager may immediately terminate this Agreement upon written notice to the Servicer; provided, further, Client shall have the unilateral right to terminate this Agreement upon ninety (90) days prior written notice to the Servicer; provided further, Servicer shall have the unilateral right to terminate this Agreement with respect to services provided that are not otherwise required pursuant to any then outstanding Servicing Agreement upon two-hundred and seventy (270) days prior written notice to the Servicer. Notwithstanding the foregoing, in the event that any Party materially breaches the terms of this Agreement or commences any voluntary insolvency proceedings, and such event or proceeding is not cured within thirty (30) days of written notice thereof by another Party hereto, any non-defaulting Party shall be permitted to terminate this Agreement upon thirty (30) days written notice to the other Parties. The termination of any Party hereunder shall not relieve any other Party of its obligation to remit any fees accrued and owing prior to the date thereof.

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IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute and deliver this Agreement effective as of the day and year first above written.

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EXHIBITS

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