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Exhibit 4.3

EXECUTION VERSION

 

AMENDMENT NO. 5 TO SERIES 2015-VF1 INDENTURE SUPPLEMENT

Amendment No. 5 to Series 2015-VF1 Indenture Supplement, dated as of December 15, 2016 (this “Amendment”), among NRZ ADVANCE RECEIVABLES TRUST 2015-ON1, as issuer (the “Issuer”), DEUTSCHE BANK NATIONAL TRUST COMPANY (“Deutsche Bank”), as indenture trustee (in such capacity, the “Indenture Trustee”), calculation agent, paying agent, and securities intermediary, OCWEN LOAN SERVICING, LLC, as a Subservicer (on and after the respective MSR Transfer Dates) and as Servicer (prior to the respective MSR Transfer Dates) (“OLS”), HLSS HOLDINGS, LLC (“HLSS”), as administrator and as servicer (on and after the respective MSR Transfer Dates), CREDIT SUISSE AG, NEW YORK BRANCH (“Credit Suisse”), as administrative agent (in such capacity, the “Administrative Agent”) and NEW RESIDENTIAL INVESTMENT CORP. (“NRZ”), and consented to by Credit Suisse, as noteholder of the Series 2015-VF1 Variable Funding Notes (in such capacity, the “Noteholder”), and Credit Suisse International (“CS International”), as the derivative counterparty (the “Derivative Counterparty”).

The Issuer, Indenture Trustee, Deutsche Bank, as calculation agent (in such capacity, the “Calculation Agent”), as paying agent (in such capacity, the “Paying Agent”) and as securities intermediary (in such capacity, the “Securities Intermediary”), OLS, HLSS, the Administrative Agent, and the other “Administrative Agents” from time to time parties thereto, are parties to that certain Indenture, dated as of August 28, 2015, as amended by that certain Amendment No. 1 to Indenture, dated as of June 30, 2016, as the same may be further amended, restated, supplemented, or otherwise modified from time to time (the “Existing Base Indenture”), the provisions of which are incorporated, as modified by that certain Series 2015-VF1 Indenture Supplement, dated as of August 28, 2015, as amended by that certain Amendment No. 1 to Series 2015-VF1 Indenture Supplement, dated as of November 24, 2015, that certain Amendment No. 2 to Series 2015-VF1 Indenture Supplement, dated as of March 22, 2016, that certain Amendment No. 3 to Series 2015-VF1 Indenture Supplement, dated as of May 9, 2016, that certain Amendment No. 4 to Series 2015-VF1 Indenture Supplement, dated as of May 27, 2016, and as the same may be further amended, restated, supplemented or otherwise modified from time to time (the “Existing Indenture Supplement,” and together with the Existing Base Indenture, the “Existing Indenture”), among the parties to the Existing Base Indenture and NRZ. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Indenture.

The Issuer, Indenture Trustee, OLS, HLSS, Administrative Agent, NRZ, the Noteholder and the Derivative Counterparty have agreed, subject to the terms and conditions of this Amendment, that the Existing Indenture Supplement be amended to reflect certain agreed upon revisions to the terms of the Existing Indenture Supplement.

Pursuant to Section 12.2 of the Existing Base Indenture and Section 13(b) of the Existing Indenture Supplement, the Issuer, Indenture Trustee, OLS, HLSS, the Administrative Agent and NRZ, with the consent of 100% of the Noteholders of the Series 2015-VF1 Variable Funding Notes, may amend the Existing Indenture Supplement, with prior notice to each Note Rating Agency, with the consent of the Derivative Counterparty, if any, the Subservicer, and the Series Required Noteholders of each Series materially and adversely affected by such amendment and upon delivery of an Issuer Tax Opinion, for the purpose of adding or changing in any manner any provisions of the Existing Indenture Supplement.

Pursuant to Section 12.3 of the Existing Base Indenture, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel stating that the execution of such amendment is authorized and permitted by the Existing Base Indenture and that all conditions precedent thereto have been satisfied (the “Authorization Opinion”).

CS International is the sole Derivative Counterparty (as that term is defined in the Existing Base Indenture) and consents to this Amendment by its signature hereto.

The Noteholder holds 100% of the Series 2015-VF1 Variable Funding Notes and therefore is the Series Required Noteholder.

Notice has been provided to the Note Rating Agency.

Accordingly, the Issuer, Indenture Trustee, OLS, HLSS, Administrative Agent, NRZ, the Derivative Counterparty and the Noteholder hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Indenture Supplement is hereby amended as follows:

SECTION 1.          Amendments to the Existing Indenture Supplement. Effective as of the Amendment Effective Date (as defined below):

1.1          Section 2 of the Existing Indenture Supplement is hereby amended by deleting the defined term “Commercial Paper Notes” in its entirety and replacing such term with the following:

          

“Commercial Paper Notes” means with respect to the Conduit Purchaser, the short-term promissory notes issued or to be issued by or on behalf of such Conduit Purchaser in the United States commercial paper market.

1.2          Section 2 of the Existing Indenture Supplement is hereby amended by deleting the defined term “Expected Repayment Date” in its entirety and replacing such term with the following:

          

“Expected Repayment Date” means for the Series 2015-VF1 Notes, December 15, 2017, as such date may be extended from time to time with respect to the Series 2015-VF1 Notes pursuant to Section 7 hereof.

1.3          Section 2 of the Existing Indenture Supplement is hereby amended by deleting the defined term “Maximum VFN Principal Balance” in its entirety and replacing such term with the following:

“Maximum VFN Principal Balance” means, for the Series 2015-VF1 Notes, for Class A-VF1: $485,052,526, for Class B-VF1: $11,547,684, for Class C-VF1: $12,419,579 and for Class D-VF1: $40,980,211, or (i) such other amount, calculated pursuant to a written agreement between the Administrator and the Administrative Agent or (ii) such lesser amount designated by the Administrator in accordance with the terms of the Base Indenture.

1.4          Section 2 of the Existing Indenture Supplement is hereby amended by deleting the defined term “Optional Extension Date” in its entirety and replacing such term with the following:

          

“Optional Extension Date” means December 1, 2017.

1.5          Section 2 of the Existing Indenture Supplement is hereby amended by deleting the defined term “Senior Margin” in its entirety and replacing such term with the following:

“Senior Margin” means, with respect to:

(i)	the Class A-VF1 Notes on any date, a per annum rate equal to 0.95%;

(ii)	the Class B-VF1 Notes on any date, a per annum rate equal to 1.75%;

 

(iii)

the Class C-VF1 Notes on any date, a per annum rate equal to 3.25%; and

(iv)	the Class D-VF1 Notes on any date, a per annum rate equal to 4.75%.

 

1.6          Section 2 of the Existing Indenture Supplement is hereby amended by deleting the defined term “Stressed Time Percentage” in its entirety and replacing such term with the following:

“Stressed Time Percentage” means, for each Class, as set forth below:

(i)	Class A-VF1, 16.30%;

(ii)	Class B-VF1, 22.41%;

 

(iii)

Class C-VF1, 36.45%; and

(iv)	Class D-VF1, 93.98%.

1.7          Section 2 of the Existing Indenture Supplement is hereby amended by deleting the defined term “Subordinate Margin” in its entirety and replacing such term with the following:

“Subordinate Margin” means with respect to:

          

(i)	the Class A-VF1 Notes on any date, a per annum rate equal to 0.58%;

(ii)	the Class B-VF1  Notes on any date, a per annum rate equal to 0.39%;

 

(iii)

the Class C-VF1  Notes on any date, a per annum rate equal to 0.26%; and

(iv)	the Class D-VF1 Notes on any date, a per annum rate equal to 0.26%.

1.8          Section 2 of the Existing Indenture Supplement is hereby amended by deleting the defined term “Stressed Interest Rate” in its entirety and replacing such term with the following:

“Stressed Interest Rate” means, for the Series 2015-VF1 Notes, as of any date, the sum of: (i) the lesser of (A) the Maximum Rate or (B) the sum of (1) One-Month LIBOR for the current Interest Accrual Period, plus (2) such Series 2015-VF1 Notes’ Constant, plus (3) the product of such Series 2015-VF1 Notes’ Coefficient and Stressed Time, plus (ii) the per annum Margin.

1.9          Section 4 of the Existing Indenture Supplement is hereby amended by deleting clause (xi) in its entirety and replacing such clause with the following:

(xi)          is attributable to a Designated Servicing Agreement that does not provide that all Advances as to a Mortgage Loan are reimbursed on a “first-in, first out” or “FIFO” basis (“Non-FIFO”), upon the transfer of servicing thereunder, such that the Advances of a particular type that were disbursed first in time will be reimbursed prior to Advances of the same type with respect to that Mortgage Loan that were disbursed later in time; and if it is a Whole Loan Servicing Agreement, does not provide that all Advances with respect to any Mortgage Loan must be reimbursed in full at the time the servicing of such Mortgage Loan is transferred out of such Whole Loan Servicing Agreement to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding, would cause the total Receivable Balances attributable to Non-FIFO Receivables outstanding that are Facility Eligible Receivables to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate;

1.10          Section 4 of the Existing Indenture Supplement is hereby amended by deleting clause (xii) in its entirety and replacing such clause with the following:

(xii)          is a Facility Eligible Receivable that is a Specified Receivable, to the extent that the Receivable Balance of such Receivable, when added to the aggregate Receivable Balances of all Facility Eligible Receivables outstanding that are Specified Receivables, would cause the total Receivable Balances attributable to all Facility Eligible Receivables outstanding that are Specified Receivables to exceed 15.0% of the total Receivable Balances of all Facility Eligible Receivables included in the Trust Estate;

SECTION 2.          Noteholder Consent and Waiver.  The Noteholder hereby consents to this Amendment and waives, and instructs the Indenture Trustee to waive the requirement in Section 12.3 of the Existing Base Indenture for the delivery of an Authorization Opinion.  Further, the Noteholder hereby waives and instructs the Indenture Trustee to waive each requirement for the delivery of any other opinions (except the Issuer Tax Opinion) and certificates in connection with this Amendment pursuant to Sections 1.3, 1.4 and 12.3 of the Existing Base Indenture.

SECTION 3.          Series Required Noteholder.  The Noteholder hereby represents and certifies that (i) it holds 100% of the Series 2015-VF1 Variable Funding Notes and therefore is the Series Required Noteholder, (ii) it has the authority to deliver this certification and the directions included herein to the Indenture Trustee, (iii) such power has not been granted or assigned to any other person, and (iv) the Indenture Trustee may conclusively rely upon this certification.

SECTION 4.          Conditions to Effectiveness of this Amendment.  This Amendment shall become effective on the date (the “Amendment Effective Date”) upon the later to occur of the following:

4.1          the execution and delivery of this Amendment by all parties hereto;

4.2          notice to the Note Rating Agency;

4.3          delivery of an Issuer Tax Opinion; and

4.4          written confirmation from the Note Rating Agency that the execution of this Amendment will not have a Ratings Effect on the Series 2015-VF1 Variable Funding Notes.

SECTION 5.          Representations and Warranties.  The Issuer hereby represents and warrants to the Indenture Trustee, the Noteholders, the Servicer, any Derivative Counterparty, any Supplemental Credit Enhancement Provider and any Liquidity Provider that it is in compliance with all the terms and provisions set forth in the Existing Base Indenture on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 9.1 of the Existing Base Indenture.  

 

SECTION 6.          Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Indenture shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment.

SECTION 7.          Severability.  Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 8.           Recitals.  The statements contained in the recitals to this Amendment shall be taken as the statements of the Issuer, and the Indenture Trustee (in each capacity) assumes no responsibility for their correctness.  The Indenture Trustee makes no representation as to the validity or sufficiency of this Amendment (except as may be made with respect to the validity of its own obligations hereunder).  In entering into this Amendment, the Indenture Trustee shall be entitled to the benefit of every provision of the Existing Base Indenture relating to the conduct of or affecting the liability of or affording protection to the Indenture Trustee.

SECTION 9.          Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 10.          GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

SECTION 11.          Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Amendment and (e) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or the other Transaction Documents.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

 

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