Common use of Engagement of Contractors Clause in Contracts

Engagement of Contractors. (a) Exhibit I-1 will set forth the following lists (in a format reasonably acceptable to Holdings): (i) Vendors (excluding Off-shore Vendors) that the Seller engages to perform under this Addendum and to which the Seller has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Vendor and the applicable risk tier the Seller has assigned such Vendor, (ii) Off-shore Vendors that the Seller engages to perform under this Addendum to which the Seller has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Off-shore Vendor and the applicable risk tier the Seller has assigned such Off-shore Vendor, and (iii) Default Firms engaged by the Seller for foreclosures and bankruptcies only (collectively, the “Critical Vendors”), in each case, to the extent such Critical Vendor is performing any activity relevant to any Mortgage Loan. All Default Firms shall be deemed to have a tier 1 risk tier rating for purposes of this Addendum. (b) From time to time, the Seller may engage other Vendors in addition to those appearing on Exhibit I-1 to provide services to the Seller that are related to the Mortgage Loans. The Seller shall not engage any Vendors or Default Firms to provide services with respect to any Mortgage Loan if such Vendor or Default Firm is on any of the (i) Xxxxxxx Mac Exclusionary List, (ii) Specifically Designated Nationals and Blocked Persons List published by OFAC, (iii) Suspended Counterparty Program list published by FHFA or (iv) Seller’s internal exclusionary list, and shall promptly (x) notify Holdings if any such Vendor or Default Firm becomes subject to any such exclusionary list, and (y) replace any such Vendor or Default Firm. In the event any such additional Critical Vendor is identified by Holdings as having been deficient in the reasonable judgment of Holdings, Holdings shall notify the Seller with its concerns of such Critical Vendor. The Seller shall notify Holdings of additional Critical Vendors at the timing set forth in Exhibit E-1. The Seller shall promptly respond to Holdings and the parties hereto shall cooperate in good faith to resolve Holdings’ concerns and/or findings relating to Critical Vendors, including but not limited to determining if such deficiencies can be corrected or to replace Critical Vendors, as applicable, with another Vendor or Default Firm, as applicable, mutually acceptable to the parties and in accordance with Applicable Requirements. In addition, the Seller shall promptly notify Holdings of any material deficiencies with respect to any Vendor and/or Default Firm used by the Seller with respect to any Mortgage Loan. To the extent that the same Vendor or Default Firm is being utilized under an NRZ Subservicing Agreement, Holdings will coordinate with the related NRZ O/S Entity regarding all inquiries, notices and determinations with respect to such Vendor or Default Firm. (c) With respect to any Vendor that performs any Mortgagor-facing activity, Purchaser-facing activity and/or Investor-facing activity, the Seller shall routinely, in accordance with Applicable Requirements, (i) examine and audit the books, records, and/or other information of any such Vendor and (ii) monitor the activities of such Vendor (including but not limited to reviewing call transcripts and listening to audio-recordings of calls to Mortgagors). The Seller shall promptly deliver to Holdings at least ninety (90) calendar days (or if a shorter period of time is necessary for Seller’s ongoing business continuity purposes, not later than the date the potential vendor enters into Seller’s input process) advance written notice of any Off-shore Vendors that the Seller intends to cause to perform any Mortgagor-facing activity, Purchaser-facing activity and/or Investor-facing activity, it being understood that Seller may combine such notice with any similar notice(s) delivered to any NRZ O/S Entity in connection with the utilization of such Off-shore Vendors in connection with the related NRZ Subservicing Agreement(s). (d) All foreclosure attorneys, bankruptcy attorneys and eviction attorneys (collectively, “Default Firms”) and all Vendors to be used in connection with the servicing and administration of the Mortgage Loans and REO Properties shall (i) be engaged in accordance with Applicable Requirements and (ii) have any and all qualifications, licenses and/or approvals necessary to perform their respective services in this Addendum in accordance with Applicable Requirements. The Seller shall (x) review on at least an annual basis that each Default Firm providing foreclosure or bankruptcy services that its attorneys are licensed to practice in the relevant jurisdiction and are in good standing in the relevant jurisdictions and bars, (y) provide an annual certification to the Purchasers to the matters in clause (x) of this Section 2.4(d) (by the Seller or each Default Firm) and shall state each Default Firm meets Agency requirements and Applicable Requirements, and (z) provide Holdings with copies of such evidence available to the Seller upon reasonable request of Holdings, it being understood that any certifications or other materials provided by Seller to an NRZ O/S Entity pursuant to Section 2.4(d) of an NRZ Subservicing Agreement shall be deemed to have been delivered to Holdings hereunder. (e) Other than with respect to any Vendors performing REO Disposition Services, (i) the Seller shall cause any Vendors, Off-shore Vendors and/or Default Firms hired by the Seller to perform its duties and service the Mortgage Loans in compliance with Applicable Requirements and (ii) the use of any Vendor, Off-shore Vendor or Default Firm by the Seller shall not relieve the Seller of its obligations under this Addendum or any related remedies under this Addendum. Any such Vendor, Off-shore Vendor and/or Default Firms engaged by the Seller shall be engaged on a commercially reasonable, arm’s length basis and at competitive rates of compensation consistent with Applicable Requirements. (f) The Seller shall oversee all Vendors, Off-shore Vendors and Default Firms in accordance with the Vendor Oversight Guidance and its third-party management policy, and require that all Vendors, Off-shore Vendors and Default Firms on the Vendor List maintain and provide policies and procedures applicable to the services provided in a manner consistent with all Applicable Requirements, the Vendor Oversight Guidance and the servicing standards under this Addendum. Solely as it relates to a violation or non-compliance with Applicable Requirements by a Vendor that materially and adversely affects any Mortgage Loan or the related Servicing Rights, within twenty-one (21) Business Days of confirmation of the violation or non-compliance with Applicable Requirements, (i) the Seller shall provide to Holdings notice of such violations or such non-compliance with Applicable Requirements of which the Seller has knowledge by any Vendor, Off-shore Vendor and/or Default Firm under the Vendor Oversight Guidance, the Seller’s third-party management policy and/or Applicable Requirements, (ii) the Seller agrees to cooperate with Holdings to remedy such non-compliance and to maintain regular communication with Holdings regarding the progress of any remediation efforts, (iii) the Seller shall provide to Holdings a summary and action-plan by the Seller detailing how such violation(s) or non-compliance will be remediated, (iv) to the extent permitted under the applicable Vendor contract or consented to by such Vendor, Holdings may directly participate in cooperation with the Seller in any of the material activities described in this paragraph and (v) the Seller shall provide to Holdings, if applicable, a request in writing for an extension of the twenty-one (21) Business Day period. To the extent that any violation or non-compliance with Applicable Requirements by a Vendor relates to any Mortgage Loans being subserviced under an NRZ Subservicing Agreement, all notices by Seller or Holdings, and all cooperation effort, summaries, action plans and permitted extension shall be done in coordination with such NRZ O/S Entity and those activities contemplated in Section 2.4(f) of the related NRZ Subservicing Agreement. The Seller shall provide Holdings with the Seller’s then current third-party management policy or policies at the timing set forth in Exhibit E-1 in an acceptable searchable electronic format that allows for comparison of the current policies against the policies from the prior period and shall provide Holdings with immediate written notice following the implementation of a material change to any such policy or policies, it being understood that to the extent Seller provides such policies to an NRZ O/S Entity pursuant to Section 2.4(f) of an NRZ Subservicing Agreement, such policies shall be deemed to have been delivered hereunder. (g) The Seller shall conduct periodic reviews of the Vendors, Off-shore Vendors and Default Firms that the Seller engages to perform under this Addendum in accordance with its third-party management policy and Vendor Oversight Guidance to confirm compliance, timeliness and completeness with respect to the terms of this Addendum and Applicable Requirements and that the Vendors, Off-shore Vendors and Default Firms are not subject to litigation or other enforcement actions that could have a material effect on such Vendor’s, Off-shore Vendor’s and/or Default Firm’s financial viability or reputation. At the timing set forth in Exhibit E-1, the Seller shall provide to Holdings the results of all periodic reviews concluded by or on behalf of the Seller during the prior three (3) month period for any Critical Vendor in a manner consistent with Exhibit Q, which shall be in the form of performance scorecards, risk rating and risk-tier assignment system, in each case, in a format reasonably acceptable to Holdings. During each such quarterly update, the Seller shall notify Holdings of any changes to the Seller’s scorecard, risk-rating, or risk-tiering methodology, to the extent such information is available or obtainable for each Vendor, Off-shore Vendor and Default Firm. To the extent that Seller provides such quarterly reviews or notices to an NRZ O/S Entity pursuant to Section 2.4(g) of an NRZ Subservicing Agreement, such reviews and notices shall be deemed to have been delivered hereunder. (h) In accordance with the terms and conditions of the Seller’s agreement with the applicable Vendor, Off-shore Vendor and/or Default Firm, the Seller shall satisfy in a timely manner its financial obligations to the Vendors, Off-shore Vendors and Default Firms providing services with respect to this Addendum. The Seller shall maintain appropriate controls to ensure that (i) compensation paid to the Vendors, Off-shore Vendors and Default Firms on the Vendor List providing foreclosure services with respect to the Mortgage Loans is based on a method that is consistent with Applicable Requirements and considers the accuracy, completeness and legal compliance of foreclosure filings and (ii) that such services are provided only as frequently as reasonably necessary in light of the circumstances, and, in the case of both (i) and (ii) above, is not based solely on increased foreclosure volume or meeting processing timelines. (i) The Seller shall maintain a third-party risk management program to monitor the Vendors, Off-shore Vendors and Default Firms. This program will include evaluating Default Firms used by the Seller for compliance with Applicable Requirements, including verification of all documents filed or otherwise utilized by such firms in any foreclosure or bankruptcy proceeding or other foreclosure-related litigation and that all compensation arrangements with such Default Firms are consistent with this Addendum and Applicable Requirements. (j) Subject to Section 10.22 of the New RMSR Agreement, if reasonably necessary for Holdings to comply with the requirements of any Governmental Authority that exercises authority over Holdings, the Seller shall, at the request of Holdings, make available to Holdings copies of any contracts electronically through an electronic portal, ftp site, or otherwise, by or with any Vendors, Off-shore Vendors and/or Default Firms on the Vendor List and any reports, audits, evaluations, reviews or assessments with respect to such contractors, it being understood that to the extent such contracts have been made available to an NRZ O/S Entity pursuant to Section 2.4(j) of an NRZ Subservicing Agreement, such contracts shall be deemed to have been made available hereunder. Subject to Section 10.22 of the New RMSR Agreement, in the event the Seller is not able to make available copies contracts, reports, evaluations, reviews or assessments with respect to any Vendors, Off-shore Vendors or Default Firms that are required to be made available to Holdings under this Section 2.4 or are otherwise reasonably requested by Holdings in order for it to comply with Applicable Requirements because such materials are subject to confidentiality or other non-disclosure restrictions that would prevent disclosing such materials, (i) the Seller shall make reasonable efforts to obtain consent to disclosure from the related Vendors, Off-shore Vendors or Default Firms, with the understanding that pricing or other confidential business terms may be redacted and (ii) the Seller shall provide Holdings with such relevant information or summaries with respect to the related matter that would not be prohibited. (k) Upon Holdings’ request, to the extent a Substitute Vendor is reasonably acceptable to Seller, the Seller shall reasonably cooperate with Holdings and such Substitute Vendor to contractually engage such Substitute Vendor, [***] Seller will coordinate with Holdings in connection with the negotiation of the relevant contract with any such Substitute Vendor. Seller may, at any time and in its sole discretion to the extent a termination would be permitted under the related contract, terminate such Substitute Vendor solely in accordance with such contract (including, to the extent expressly set forth in such contract, following the delivery of any requisite notices and the passage of any applicable cure periods therein); provided, however, that if any such Substitute Vendor is so terminated, Holdings may propose a replacement Substitute Vendor subject to the provisions of this Section 2.4(k) and the approval of such replacement Substitute Vendor, together with the related contract, under Section 2.3(f). [***]

Engagement of Contractors. (a) The Subservicer and the Owner/Servicer agree that Exhibit I-1 J will be finalized and attached hereto within ten (10) Business Days of the date hereof without any further action by the parties. Exhibit J will set forth the following lists (in a format reasonably acceptable to Holdingsthe Owner/Servicer): (i) Vendors (excluding Off-shore Vendors) that the Seller Subservicer engages to perform under this Addendum and on a platform-wide basis to which the Seller Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by for each such Vendor and the applicable risk tier the Seller Subservicer has assigned such Vendor, (ii) Off-shore Vendors that the Seller Subservicer engages to perform under this Addendum on a platform-wide basis to which the Seller Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by for each such Off-shore Vendor and the applicable risk tier the Seller Subservicer has assigned such Off-shore Vendor, and (iii) Default Firms engaged by the Seller Subservicer for foreclosures only which the Subservicer has assigned a tier 1 or tier 2 risk tier rating and bankruptcies identifying the applicable risk tier the Subservicer has assigned such Default Firm and (iv) Default Firms engaged by the Subservicer for litigation only (excluding foreclosures) to which the Subservicer has assigned a tier 1 or tier 2 risk tier rating and identifying the applicable risk tier the Subservicer has assigned such Default Firm (collectively, the “Critical Vendors”"Vendor List"), in each case, to the extent such Critical Vendor is performing any activity relevant to any Mortgage Loan. All Default Firms shall be deemed to have a tier 1 risk tier rating for purposes of this Addendum. (b) From time to time, the Seller Subservicer may engage other Vendors in addition to those appearing on Exhibit I-1 the Vendor List to provide services to the Seller Subservicer that are related to the Mortgage Loans. The Seller Subservicer shall not engage notify the Owner/Servicer of any additional Vendors or and/or Default Firms to provide services with respect to any Mortgage Loan if such Vendor or Default Firm is on any of the (i) Xxxxxxx Mac Exclusionary List, (ii) Specifically Designated Nationals and Blocked Persons List published by OFAC, (iii) Suspended Counterparty Program list published by FHFA or (iv) Seller’s internal exclusionary list, and shall promptly (x) notify Holdings if any such Vendor or Default Firm becomes subject to any such exclusionary list, and (y) replace any such Vendor or Default FirmFirms. In the event any such additional Critical Vendor and/or Default Firm used by Subservicer to which the Subservicer has assigned a tier 1 or tier 2 risk tier rating or any Off- shore Vendor is identified by Holdings the Owner/Servicer as having been deficient in the reasonable judgment of Holdingsthe Owner/Servicer, Holdings the Owner/Servicer shall notify the Seller Subservicer with its concerns of such Critical VendorVendor and/or Default Firm. The Seller shall notify Holdings of additional Critical Vendors at the timing set forth in Exhibit E-1. The Seller Subservicer shall promptly respond to Holdings the Owner/Servicer and the parties hereto shall cooperate in good faith to resolve Holdings’ the Owner/Servicer's concerns and/or findings relating to Critical Vendorssuch Vendor and/or Default Firm, including but not limited to determining if such deficiencies can be corrected or to replace Critical Vendorssuch Vendor or Default Firm, as applicable, with another Vendor or Default Firm, as applicable, mutually acceptable to the parties and in accordance with Applicable Requirements. In addition, the Seller Subservicer shall promptly notify Holdings the Owner/Servicer of any material deficiencies with respect to any Vendor and/or Default Firm used by the Seller Subservicer with respect to any Mortgage Loan. To the extent that the same Vendor or Default Firm is being utilized under an NRZ Subservicing Agreement, Holdings will coordinate with the related NRZ O/S Entity regarding all inquiries, notices and determinations with respect to such Vendor or Default Firm. (c) With respect to any Vendor that performs any Mortgagor-facing activity, PurchaserOwner/Servicer-facing activity and/or Investor-facing activity, the Seller Owner/Servicer and its designees shall routinely, in accordance with Applicable Requirements, have the right to (i) examine and audit the books, records, and/or other information of any such Vendor and (ii) monitor the activities of such Vendor (including but not limited to reviewing call transcripts and listening to audio-recordings of calls to Mortgagors). The Seller shall promptly deliver to Holdings at least ninety (90) calendar days (or if a shorter period of time is necessary for Seller’s ongoing business continuity purposes, not later than the date the potential vendor enters into Seller’s input process) advance written notice of any Off-shore Vendors that the Seller intends to cause to perform any Mortgagor-facing activity, Purchaser-facing activity and/or Investor-facing activity, it being understood that Seller may combine such notice with any similar notice(s) delivered to any NRZ O/S Entity in connection with the utilization of such Off-shore Vendors in connection with the related NRZ Subservicing Agreement(s). (d) All foreclosure attorneys, bankruptcy attorneys and eviction attorneys (collectively, “"Default Firms”") and all Vendors to be used in connection with the servicing and administration of the Mortgage Loans and REO Properties shall (i) be engaged in accordance with Applicable Requirements and (ii) have any and all qualifications, licenses and/or approvals necessary to perform their respective services in this Addendum in accordance with Applicable Requirements. The Seller shall (x) review on at least an annual basis that each Default Firm providing foreclosure or bankruptcy services that its attorneys are licensed to practice in the relevant jurisdiction and are in good standing in the relevant jurisdictions and bars, (y) provide an annual certification to the Purchasers to the matters in clause (x) of this Section 2.4(d) (by the Seller or each Default Firm) and shall state each Default Firm meets Agency requirements and Applicable Requirements, and (z) provide Holdings with copies of such evidence available to the Seller upon reasonable request of Holdings, it being understood that any certifications or other materials provided by Seller to an NRZ O/S Entity pursuant to Section 2.4(d) of an NRZ Subservicing Agreement shall be deemed to have been delivered to Holdings hereunder. (e) Other than with respect Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, any Vendors performing REO Disposition Services, (i) the Seller shall cause any Vendors, Off-shore Vendors and/or Default Firms hired by the Seller to perform its duties and service the Mortgage Loans in compliance with Applicable Requirements and (ii) the use approval of any Vendor, Off-shore Vendor or Default Firm on the Vendor List by the Seller Owner/Servicer as well as any due diligence review conducted by Owner/Servicer thereon shall not relieve the Seller Subservicer of its obligations under representations, warranties and/or covenants set forth in this Addendum Agreement or any related remedies under this Addendumthe Agreement. Any such Vendor, Off-shore Vendor and/or Default Firms engaged by the Seller Subservicer shall be engaged on a commercially reasonable, arm’s length basis and at competitive rates of compensation consistent with Applicable Requirements. (f) The Seller Subservicer shall oversee all Vendors, Off-shore Vendors and Default Firms on the Vendor List in accordance with the Vendor Oversight Guidance and its third-party management policy, and require that all Vendors', Off-shore Vendors Vendors' and Default Firms Firms' on the Vendor List maintain and provide List’ policies and procedures applicable relating to the services provided in a manner consistent with respect to this Agreement comply with all Applicable Requirements, the Vendor Oversight Guidance and the servicing standards consistent with this Agreement. If reasonably necessary for the Owner/Servicer to comply with the requirements of any Governmental Authority that exercises authority over the Owner/Servicer, the Subservicer shall, unless explicitly prohibited under this AddendumApplicable Requirements or under the applicable Vendor, Off-shore Vendor or Default Firm contract, at the request of the Owner/Servicer, provide Owner/Servicer with copies of any contracts, by or with any Vendors, Off-shore Vendors and/or Default Firms on the Vendor List and any reports, evaluations, reviews or assessments with respect to such contractors. Solely as it relates to a violation or non-compliance with Applicable Requirements by a Vendor that materially and adversely affects any the Mortgage Loan or Loans, the related Servicing RightsSubservicer shall provide to the Owner/Servicer, within twenty-one (21) Business Days of confirmation of the violation or non-compliance with Applicable RequirementsDays, (i) the Seller shall provide to Holdings notice of such any violations or such non-compliance with Applicable Requirements of which the Seller has knowledge by any Vendor, Off-shore Vendor and/or Default Firm under the Vendor Oversight Guidance, the Seller’s Subservicer's third-party management policy and/or Applicable Requirements, Requirements and (ii) the Seller agrees to cooperate with Holdings to remedy such non-compliance and to maintain regular communication with Holdings regarding the progress of any remediation efforts, (iii) the Seller shall provide to Holdings a summary and action-plan by the Seller Subservicer detailing how such violation(s) or non-compliance will be remediated, (iv) to . The Subservicer shall provide the extent permitted under the applicable Vendor contract or consented to by such Vendor, Holdings may directly participate in cooperation Owner/Servicer with the Seller in any a searchable electronic copy of the material activities described in this paragraph and (v) the Seller shall provide to Holdings, if applicable, a request in writing for an extension of the twenty-one (21) Business Day period. To the extent that any violation or non-compliance with Applicable Requirements by a Vendor relates to any Mortgage Loans being subserviced under an NRZ Subservicing Agreement, all notices by Seller or Holdings, and all cooperation effort, summaries, action plans and permitted extension shall be done in coordination with such NRZ O/S Entity and those activities contemplated in Section 2.4(f) of the related NRZ Subservicing Agreement. The Seller shall provide Holdings with the Seller’s Subservicer's then current third-party management policy on a monthly basis via electronic mail, the Subservicer's website and/or a DVD or policies at other portable storage device, provided, however, that the timing set forth in Exhibit E-1 in Subservicer shall provide an acceptable searchable electronic format that allows for comparison updated copy of the current policies against the policies from the prior period and shall provide Holdings with immediate written notice third-party management policy promptly following the implementation of a material change to any such policy or policies, it being understood that to the extent Seller provides such policies to an NRZ O/S Entity pursuant to Section 2.4(f) of an NRZ Subservicing Agreement, such policies shall be deemed to have been delivered hereunderchange. (g) The Seller Subservicer shall conduct periodic reviews of the Vendors, Off-shore Vendors and Default Firms on the Vendor List that the Seller engages are involved in performing servicing activities related to perform under this Addendum Agreement in accordance with its third-party management policy and the Vendor Oversight Guidance and the Subservicer’s policies and procedures to confirm compliance, timeliness and completeness with respect to the terms of this Addendum Agreement and Applicable Requirements Requirements. The Subservicer shall maintain a risk management program that establishes appropriate controls in place to monitor the Subservicer’s Vendors, Off-shore Vendors and Default Firms. During such periodic reviews, the Subservicer shall confirm that the Vendors, Off-shore Vendors and Default Firms providing services with respect to this Agreement are not subject to litigation or other enforcement actions that could have a material effect on such Vendor’s's, Off-shore Vendor’s 's and/or Default Firm’s 's financial viability or reputation. At the timing set forth in Exhibit E-1, the Seller The Subservicer shall provide to Holdings the Owner/Servicer, no later than the Reporting Date, the results of all the periodic reviews concluded conducted by or on behalf of the Seller Subservicer during the prior three (3) month or other applicable review period for any Critical Vendors, Off-shore Vendors and Default Firms on the Vendor in a manner consistent with Exhibit QList, which shall be in the form of performance scorecards, risk rating and risk-tier assignment system, in each case, in a format reasonably acceptable to Holdingsthe Owner/Servicer. During each such quarterly update, the Seller The Subservicer shall notify Holdings the Owner/Servicer of any changes to the Seller’s scorecardSubservicer's scorecarding, risk-rating, or risk-tiering methodology, to in any event, as promptly as possible thereafter, and in no event later than one calendar month following the extent implementation of such information is available or obtainable for each Vendor, Off-shore Vendor and Default Firm. To the extent that Seller provides such quarterly reviews or notices to an NRZ O/S Entity pursuant to Section 2.4(g) of an NRZ Subservicing Agreement, such reviews and notices shall be deemed to have been delivered hereunderchange. (h) In accordance with the terms and conditions of the Seller’s Subservicer's agreement with the applicable Vendor, Off-shore Vendor and/or Default Firm, the Seller Subservicer shall satisfy in a timely manner its financial obligations to the Vendors, Off-shore Vendors and Default Firms providing services with respect to this AddendumAgreement to the extent such financial obligation is required to be made under such agreement. The Seller Subservicer shall maintain appropriate controls to ensure that (i) compensation paid to the Vendors, Off-shore Vendors and Default Firms on the Vendor List providing foreclosure services with respect to the Mortgage Loans is based on a method that is consistent with Applicable Requirements and considers the accuracy, completeness and legal compliance of foreclosure filings and (ii) that such services are provided only as frequently as reasonably necessary in light of the circumstances, and, in the case of both (i) and (ii) above, is not based solely on increased foreclosure volume or meeting processing timelines. (i) The Seller Subservicer shall maintain a third-party risk management program to monitor the Vendors, Off-shore Vendors and Default FirmsFirms on the Vendor List. This program will include evaluating Default Firms used by the Seller Subservicer for compliance with Applicable Requirements, including verification of all documents filed or otherwise utilized by such firms in any foreclosure or bankruptcy proceeding or other foreclosure-related litigation and that all compensation arrangements with such Default Firms are consistent with this Addendum Agreement and Applicable Requirements. (j) Subject to Section 10.22 of the New RMSR Agreement, if reasonably necessary for Holdings to comply with the requirements of any Governmental Authority that exercises authority over Holdings, the Seller shall, at the request of Holdings, make available to Holdings copies of any contracts electronically through an electronic portal, ftp site, or otherwise, by or with any Vendors, Off-shore Vendors and/or Default Firms on the Vendor List and any reports, audits, evaluations, reviews or assessments with respect to such contractors, it being understood that to the extent such contracts have been made available to an NRZ O/S Entity pursuant to Section 2.4(j) of an NRZ Subservicing Agreement, such contracts shall be deemed to have been made available hereunder. Subject to Section 10.22 of the New RMSR Agreement, in the event the Seller is not able to make available copies contracts, reports, evaluations, reviews or assessments with respect to any Vendors, Off-shore Vendors or Default Firms that are required to be made available to Holdings under this Section 2.4 or are otherwise reasonably requested by Holdings in order for it to comply with Applicable Requirements because such materials are subject to confidentiality or other non-disclosure restrictions that would prevent disclosing such materials, (i) the Seller shall make reasonable efforts to obtain consent to disclosure from the related Vendors, Off-shore Vendors or Default Firms, with the understanding that pricing or other confidential business terms may be redacted and (ii) the Seller shall provide Holdings with such relevant information or summaries with respect to the related matter that would not be prohibited. (k) Upon Holdings’ request, to the extent a Substitute Vendor is reasonably acceptable to Seller, the Seller shall reasonably cooperate with Holdings and such Substitute Vendor to contractually engage such Substitute Vendor, [***] Seller will coordinate with Holdings in connection with the negotiation of the relevant contract with any such Substitute Vendor. Seller may, at any time and in its sole discretion to the extent a termination would be permitted under the related contract, terminate such Substitute Vendor solely in accordance with such contract (including, to the extent expressly set forth in such contract, following the delivery of any requisite notices and the passage of any applicable cure periods therein); provided, however, that if any such Substitute Vendor is so terminated, Holdings may propose a replacement Substitute Vendor subject to the provisions of this Section 2.4(k) and the approval of such replacement Substitute Vendor, together with the related contract, under Section 2.3(f). [***]

Engagement of Contractors. At any time prior to the date New Penn Financial, LLC d/b/a Shellpoint Mortgage Servicing is terminated as Owner/Servicer: (a) Exhibit I-1 will set forth the following lists (in a format reasonably acceptable to Holdingsthe Owner/Servicer): (i) Vendors (excluding Off-shore Vendors) that the Seller Subservicer engages to perform under this Addendum Agreement and to which the Seller Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Vendor and the applicable risk tier the Seller Subservicer has assigned such Vendor, (ii) Off-shore Vendors that the Seller Subservicer engages to perform under this Addendum Agreement to which the Seller Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Off-shore Vendor and the applicable risk tier the Seller Subservicer has assigned such Off-shore Vendor, and (iii) Default Firms engaged by the Seller Subservicer for foreclosures and bankruptcies only (collectively, the “Critical Vendors”), in each case, to the extent such Critical Vendor is performing any activity relevant to any Mortgage Loan. All Default Firms shall be deemed to have a tier 1 risk tier rating for purposes of this AddendumAgreement. (b) From time to time, the Seller Subservicer may engage other Vendors in addition to those appearing on Exhibit I-1 to provide services to the Seller Subservicer that are related to the Mortgage Loans. The Seller Subservicer shall not engage any Vendors or Default Firms to provide services with respect to any Mortgage Loan if such Vendor or Default Firm is on any of the (i) Xxxxxxx Mac Exclusionary List, (ii) Specifically Designated Nationals and Blocked Persons List published by OFAC, (iii) Suspended Counterparty Program list published by FHFA FHFA, or (iv) SellerSubservicer’s internal exclusionary list, and shall promptly (x) notify Holdings Owner/Servicer if any such Vendor or Default Firm becomes subject to any such exclusionary list, and (y) replace any such Vendor or Default Firm. In the event any such additional Critical Vendor is identified by Holdings the Owner/Servicer as having been deficient in the reasonable judgment of Holdingsthe Owner/Servicer, Holdings the Owner/Servicer shall notify the Seller Subservicer with its concerns of such Critical Vendor. The Seller Subservicer shall notify Holdings the Owner/Servicer of additional Critical Vendors at the timing set forth in Exhibit E-1. The Seller Subservicer shall promptly respond to Holdings the Owner/Servicer and the parties hereto shall cooperate in good faith to resolve Holdings’ the Owner/Servicer’s concerns and/or findings relating to Critical Vendors, including but not limited to determining if such deficiencies can be corrected or to replace Critical Vendors, as applicable, with another Vendor or Default Firm, as applicable, mutually acceptable to the parties and in accordance with Applicable Requirements. In addition, the Seller Subservicer shall promptly notify Holdings the Owner/Servicer of any material deficiencies with respect to any Vendor and/or Default Firm used by the Seller Subservicer with respect to any Mortgage Loan. To the extent that the same Vendor or Default Firm is being utilized under an any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, Holdings Owner/Servicer will coordinate with the related NRZ O/S Entity regarding all inquiries, notices and determinations with respect to such Vendor or Default Firm. (c) With respect to any Vendor that performs any Mortgagor-facing activity, PurchaserOwner/Servicer-facing activity and/or Investor-facing activity, the Seller Subservicer shall routinely, in accordance with Applicable Requirements, (i) examine and audit the books, records, and/or other information of any such Vendor and (ii) monitor the activities of such Vendor (including but not limited to reviewing call transcripts and listening to audio-recordings of calls to Mortgagors). The Seller Subservicer shall promptly deliver to Holdings the Owner/Servicer at least ninety (90) calendar days (or if a shorter period of time is necessary for SellerSubservicer’s ongoing business continuity purposes, not later than the date the potential vendor enters into SellerSubservicer’s input process) advance written notice of any Off-shore Vendors that the Seller Subservicer intends to cause to perform any Mortgagor-facing activity, PurchaserOwner/Servicer-facing activity and/or Investor-facing activity, it being understood that Seller Subservicer may combine such notice with any similar notice(s) delivered to any NRZ O/S Entity in connection with the utilization of such Off-shore Vendors in connection with the related NRZ Servicing/Subservicing Agreement(s)) or the NRM Agency Subservicing Agreement. (d) All foreclosure attorneys, bankruptcy attorneys and eviction attorneys (collectively, “Default Firms”) and all Vendors to be used in connection with the servicing and administration of the Mortgage Loans and REO Properties shall (i) be engaged in accordance with Applicable Requirements and (ii) have any and all qualifications, licenses and/or approvals necessary to perform their respective services in this Addendum Agreement in accordance with Applicable Requirements. The Seller Subservicer shall (x) review on at least an annual basis that each Default Firm providing foreclosure or bankruptcy services that its attorneys are licensed to practice in the relevant jurisdiction and are in good standing in the relevant jurisdictions and bars, (y) provide an annual certification to the Purchasers Owner/Servicer to the matters in clause (x) of this Section 2.4(d) (by the Seller Subservicer or each Default Firm) and shall state each Default Firm meets Agency requirements and Applicable Requirements, and (z) provide Holdings the Owner/Servicer with copies of such evidence available to the Seller Subservicer upon reasonable request of Holdingsthe Owner/Servicer, it being understood that any certifications or other materials provided by Seller Subservicer to an NRZ O/S Entity pursuant to Section 2.4(d) of an any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement shall be deemed to have been delivered to Holdings Owner/Servicer hereunder. Within thirty (30) days of the Effective Date, the Subservicer shall (i) provide a report to the Owner/Servicer identifying any Default Firm which received an “objection” or other similar classification from any Agency to the extent the Subservicer submitted such Default Firm to an Agency for servicing Agency loans in the Subservicer’s servicing portfolio, it being understood that to the extent such report have been made available to any NRZ O/S Entity pursuant to Section 2.4(d) of the any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such reports shall be deemed to have been made available hereunder and (ii) shall cooperate with Owner/Servicer to evaluate what steps, if any, should be taken as a result of such objection. (e) Other than with respect to any Vendors performing REO Disposition Services, (i) the Seller Subservicer shall cause any Vendors, Off-shore Vendors and/or Default Firms hired by the Seller Subservicer to perform its duties and service the Mortgage Loans in compliance with Applicable Requirements and (ii) the use of any Vendor, Off-shore Vendor or Default Firm by the Seller Subservicer shall not relieve the Seller Subservicer of its obligations under this Addendum Agreement or any related remedies under this AddendumAgreement. Any such Vendor, Off-shore Vendor Vendor, and/or Default Firms engaged by the Seller Subservicer shall be engaged on a commercially reasonable, arm’s length basis and at competitive rates of compensation consistent with Applicable Requirements. (f) The Seller Subservicer shall oversee all Vendors, Off-shore Vendors and Default Firms in accordance with the Vendor Oversight Guidance and its third-party management policy, and require that all Vendors, Off-shore Vendors and Default Firms on the Vendor List maintain and provide policies and procedures applicable to the services provided in a manner consistent with all Applicable Requirements, the Vendor Oversight Guidance and the servicing standards under this AddendumAgreement. Solely as it relates to a violation or non-compliance with Applicable Requirements by a Vendor that materially and adversely affects any Mortgage Loan or the related Servicing Rights, within twenty-one (21) Business Days of confirmation of the violation or non-compliance with Applicable Requirements, (i) the Seller Subservicer shall provide to Holdings the Owner/Servicer notice of such violations or such non-compliance with Applicable Requirements of which the Seller Subservicer has knowledge by any Vendor, Off-shore Vendor and/or Default Firm under the Vendor Oversight Guidance, the SellerSubservicer’s third-party management policy and/or Applicable Requirements, (ii) the Seller Subservicer agrees to cooperate with Holdings the Owner/Servicer to remedy such non-compliance and to maintain regular communication with Holdings the Owner/Servicer regarding the progress of any remediation efforts, (iii) the Seller Subservicer shall provide to Holdings the Owner/Servicer a summary and action-plan by the Seller Subservicer detailing how such violation(s) or non-compliance will be remediated, (iv) to the extent permitted under the applicable Vendor contract or consented to by such Vendor, Holdings the Owner/Servicer may directly participate in cooperation with the Seller Subservicer in any of the material activities described in this paragraph paragraph, and (v) the Seller Subservicer shall provide to Holdingsthe Owner/Servicer, if applicable, a request in writing for an extension of the twenty-one (21) Business Day period. To the extent that any violation or non-compliance with Applicable Requirements by a Vendor relates to any Mortgage Loans being subserviced under an any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, all notices by Seller or HoldingsSubservicer, and all cooperation effortefforts, summaries, action plans and permitted extension extensions shall be done in coordination with such NRZ O/S Entity and those activities contemplated in Section 2.4(f) of such NRZ Servicing/Subservicing Agreement or the related NRZ NRM Agency Subservicing Agreement. The Seller Subservicer shall provide Holdings the Owner/Servicer with the SellerSubservicer’s then current third-party management policy or policies at the timing set forth in Exhibit E-1 in an acceptable searchable electronic format that allows for comparison of the current policies against the policies from the prior period and shall provide Holdings the Owner/Servicer with immediate written notice following the implementation of a material change to any such policy or policies, it being understood that to the extent Seller Subservicer provides such policies to an any NRZ O/S Entity pursuant to Section 2.4(f) of an any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such policies shall be deemed to have been delivered hereunder. (g) The Seller Subservicer shall conduct periodic reviews of the Vendors, Off-shore Vendors and Default Firms that the Seller Subservicer engages to perform under this Addendum Agreement in accordance with its third-party management policy and Vendor Oversight Guidance to confirm compliance, timeliness and completeness with respect to the terms of this Addendum Agreement and Applicable Requirements and that the Vendors, Off-shore Vendors and Default Firms are not subject to litigation or other enforcement actions that could have a material effect on such Vendor’s, Off-shore Vendor’s and/or Default Firm’s financial viability or reputation. At the timing set forth in Exhibit E-1, the Seller Subservicer shall provide to Holdings the Owner/Servicer the results of all periodic reviews concluded by or on behalf of the Seller Subservicer during the prior three (3) month period for any Critical Vendor in a manner consistent with Exhibit Q, which shall be in the form of performance scorecards, risk rating and risk-tier assignment system, in each case, in a format reasonably acceptable to Holdingsthe Owner/Servicer. During each such quarterly update, the Seller Subservicer shall notify Holdings the Owner/Servicer of any changes to the SellerSubservicer’s scorecard, risk-rating, or risk-tiering methodology, to the extent such information is available or obtainable for each Vendor, Off-shore Vendor and Default Firm. To the extent that Seller Subservicer provides such quarterly reviews or notices to an any NRZ O/S Entity pursuant to Section 2.4(g) of an any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such reviews and notices shall be deemed to have been delivered hereunder. (h) In accordance with the terms and conditions of the SellerSubservicer’s agreement with the applicable Vendor, Off-shore Vendor and/or Default Firm, the Seller Subservicer shall satisfy in a timely manner its financial obligations to the Vendors, Off-shore Vendors and Default Firms providing services with respect to this AddendumAgreement. The Seller Subservicer shall maintain appropriate controls to ensure that (i) compensation paid to the Vendors, Off-shore Vendors and Default Firms on the Vendor List providing foreclosure services with respect to the Mortgage Loans is based on a method that is consistent with Applicable Requirements and considers the accuracy, completeness and legal compliance of foreclosure filings and (ii) that such services are provided only as frequently as reasonably necessary in light of the circumstances, and, in the case of both (i) and (ii) above, is not based solely on increased foreclosure volume or meeting processing timelines. (i) The Seller Subservicer shall maintain a third-party risk management program to monitor the Vendors, Off-shore Vendors and Default Firms. This program will include evaluating Default Firms used by the Seller Subservicer for compliance with Applicable Requirements, including verification of all documents filed or otherwise utilized by such firms in any foreclosure or bankruptcy proceeding or other foreclosure-related litigation and that all compensation arrangements with such Default Firms are consistent with this Addendum Agreement and Applicable Requirements. (j) Subject to Section 10.22 of the New RMSR Agreement10.17, if reasonably necessary for Holdings the Owner/Servicer to comply with the requirements of any Governmental Authority that exercises authority over Holdingsthe Owner/Servicer, the Seller Subservicer shall, at the request of Holdingsthe Owner/Servicer, make available to Holdings the Owner/Servicer copies of any contracts electronically through an electronic portal, ftp site, or otherwise, by or with any Vendors, Off-shore Vendors and/or Default Firms on the Vendor List and any reports, audits, evaluations, reviews or assessments with respect to such contractors, it being understood that to the extent such contracts have been made available to an any NRZ O/S Entity pursuant to Section 2.4(j) of an any NRZ Servicing/Subservicing Agreement or the NRM Agency Subservicing Agreement, such contracts shall be deemed to have been made available hereunder. Subject to Section 10.22 of the New RMSR Agreement10.17, in the event the Seller Subservicer is not able to make available copies contracts, reports, evaluations, reviews or assessments with respect to any Vendors, Off-shore Vendors or Default Firms that are required to be made available to Holdings the Owner/Servicer under this Section 2.4 or are otherwise reasonably requested by Holdings the Owner/Servicer in order for it to comply with Applicable Requirements because such materials are subject to confidentiality or other non-disclosure restrictions that would prevent disclosing such materials, (i) the Seller Subservicer shall make reasonable efforts to obtain consent to disclosure from the related Vendors, Off-shore Vendors or Default Firms, with the understanding that pricing or other confidential business terms may be redacted and (ii) the Seller Subservicer shall provide Holdings the Owner/Servicer with such relevant information or summaries with respect to the related matter that would not be prohibited. (k) Upon Holdings’ Owner/Servicer’s request, to the extent a Substitute Vendor is reasonably acceptable to SellerSubservicer, the Seller Subservicer shall reasonably cooperate with Holdings and such Substitute Vendor to as contractually engage such Substitute Vendor, [***] Seller will coordinate with Holdings in connection with the negotiation of the relevant contract with any such Substitute Vendor. Seller may, at any time and in its sole discretion to the extent a termination would be permitted under the related contract, terminate such Substitute Vendor solely in accordance with such contract (including, to the extent expressly set forth in such contract, following the delivery of any requisite notices and the passage of any applicable cure periods therein); provided, however, that if any such Substitute Vendor is so terminated, Holdings may propose a replacement Substitute Vendor subject to the provisions of this Section 2.4(k) and the approval of such replacement Substitute Vendor, together with the related contract, under Section 2.3(f). engaged by Owner/Servicer [***]. (l) [***]

Engagement of Contractors. (a) Exhibit I-1 will set forth the following lists (in a format reasonably acceptable to Holdingsthe Owner/Servicer): (i) Vendors (excluding Off-shore Vendors) that the Seller Subservicer engages to perform under this Addendum Agreement and to which the Seller Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Vendor and the applicable risk tier the Seller Subservicer has assigned such Vendor, (ii) Off-shore Vendors that the Seller Subservicer engages to perform under this Addendum Agreement to which the Seller Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Off-shore Vendor and the applicable risk tier the Seller Subservicer has assigned such Off-shore Vendor, and (iii) Default Firms engaged by the Seller Subservicer for foreclosures and bankruptcies only (collectively, the “Critical Vendors”), in each case, to the extent such Critical Vendor is performing any activity relevant to any Mortgage Loan. All Default Firms shall be deemed to have a tier 1 risk tier rating for purposes of this AddendumAgreement. (b) From time to time, the Seller Subservicer may engage other Vendors in addition to those appearing on Exhibit I-1 to provide services to the Seller Subservicer that are related to the Mortgage Loans. The Seller Subservicer shall not engage any Vendors or Default Firms to provide services with respect to any Mortgage Loan if such Vendor or Default Firm is on any of the (i) Xxxxxxx Mac Exclusionary List, (ii) Specifically Designated Nationals and Blocked Persons List published by OFAC, (iii) Suspended Counterparty Program list published by FHFA or (iv) Seller’s Subservicer's internal exclusionary list, and shall promptly (x) notify Holdings Owner/Servicer if any such Vendor or Default Firm becomes subject to any such exclusionary list, and (y) replace any such Vendor or Default Firm. In the event any such additional Critical Vendor is identified by Holdings the Owner/Servicer as having been deficient in the reasonable judgment of Holdingsthe Owner/Servicer, Holdings the Owner/Servicer shall notify the Seller Subservicer with its concerns of such Critical Vendor. The Seller Subservicer shall notify Holdings the Owner/Servicer of additional Critical Vendors at the timing set forth in Exhibit E-1. The Seller Subservicer shall promptly respond to Holdings the Owner/Servicer and the parties hereto shall cooperate in good faith to resolve Holdings’ the Owner/Servicer’s concerns and/or findings relating to Critical Vendors, including but not limited to determining if such deficiencies can be corrected or to replace Critical Vendors, as applicable, with another Vendor or Default Firm, as applicable, mutually acceptable to the parties and in accordance with Applicable Requirements. In addition, the Seller Subservicer shall promptly notify Holdings the Owner/Servicer of any material deficiencies with respect to any Vendor and/or Default Firm used by the Seller Subservicer with respect to any Mortgage Loan. To the extent that the same Vendor or Default Firm is being utilized under an NRZ Subservicing Agreement, Holdings will coordinate with the related NRZ O/S Entity regarding all inquiries, notices and determinations with respect to such Vendor or Default Firm. (c) With respect to any Vendor that performs any Mortgagor-facing activity, PurchaserOwner/Servicer-facing activity and/or Investor-facing activity, the Seller Subservicer shall routinely, in accordance with Applicable Requirements, (i) examine and audit the books, records, and/or other information of any such Vendor and (ii) monitor the activities of such Vendor (including but not limited to reviewing call transcripts and listening to audio-recordings of calls to Mortgagors). The Seller Subservicer shall promptly deliver to Holdings the Owner/Servicer at least ninety (90) calendar days (or if a shorter period of time is necessary for SellerSubservicer’s ongoing business continuity purposes, not later than the date the potential vendor enters into SellerSubservicer’s input process) advance written notice of any Off-shore Vendors that the Seller Subservicer intends to cause to perform any Mortgagor-facing activity, PurchaserOwner/Servicer-facing activity and/or Investor-facing activity, it being understood that Seller may combine such notice with any similar notice(s) delivered to any NRZ O/S Entity in connection with the utilization of such Off-shore Vendors in connection with the related NRZ Subservicing Agreement(s). (d) All foreclosure attorneys, bankruptcy attorneys and eviction attorneys (collectively, “Default Firms”) and all Vendors to be used in connection with the servicing and administration of the Mortgage Loans and REO Properties shall (i) be engaged in accordance with Applicable Requirements and (ii) have any and all qualifications, licenses and/or approvals necessary to perform their respective services in this Addendum Agreement in accordance with Applicable Requirements. The Seller Subservicer shall (x) review on at least an annual basis that each Default Firm providing foreclosure or bankruptcy services that its attorneys are licensed to practice in the relevant jurisdiction and are in good standing in the relevant jurisdictions and bars, (y) provide an annual certification to the Purchasers Owner/Servicer to the matters in clause (x) of this Section 2.4(d) (by the Seller Subservicer or each Default Firm) and shall state each Default Firm meets Agency requirements and Applicable Requirements, and (z) provide Holdings the Owner/Servicer with copies of such evidence available to the Seller Subservicer upon reasonable request of Holdingsthe Owner/Servicer. Within thirty (30) days of the Effective Date, it being understood that the Subservicer shall (i) provide a report to the Owner/Servicer identifying any certifications Default Firm which received an "objection" or other materials provided by Seller similar classification from any Agency to the extent the Subservicer submitted such Default Firm to an NRZ OAgency for servicing Agency loans in the Subservicer's servicing portfolio and (ii) shall cooperate with Owner/S Entity pursuant Servicer to Section 2.4(d) evaluate what steps, if any, should be taken as a result of an NRZ Subservicing Agreement shall be deemed to have been delivered to Holdings hereundersuch objection. (e) Other than with respect to any Vendors performing REO Disposition Services, (i) the Seller Subservicer shall cause any Vendors, Off-shore Vendors and/or Default Firms hired by the Seller Subservicer to perform its duties and service the Mortgage Loans in compliance with Applicable Requirements and (ii) the use of any Vendor, Off-shore Vendor or Default Firm by the Seller Subservicer shall not relieve the Seller Subservicer of its obligations under this Addendum Agreement or any related remedies under this AddendumAgreement. Any such Vendor, Off-shore Vendor and/or Default Firms engaged by the Seller Subservicer shall be engaged on a commercially reasonable, arm’s length basis and at competitive rates of compensation consistent with Applicable Requirements. (f) The Seller Subservicer shall oversee all Vendors, Off-shore Vendors and Default Firms in accordance with the Vendor Oversight Guidance and its third-party management policy, and require that all Vendors, Off-shore Vendors and Default Firms on the Vendor List maintain and provide policies and procedures applicable to the services provided in a manner consistent with all Applicable Requirements, the Vendor Oversight Guidance and the servicing standards under this AddendumAgreement. Solely as it relates to a violation or non-compliance with Applicable Requirements by a Vendor that materially and adversely affects any Mortgage Loan or the related Servicing Rights, within twenty-one (21) Business Days of confirmation of the violation or non-compliance with Applicable Requirements, (i) the Seller Subservicer shall provide to Holdings the Owner/Servicer notice of such violations or such non-compliance with Applicable Requirements of which the Seller Subservicer has knowledge by any Vendor, Off-shore Vendor and/or Default Firm under the Vendor Oversight Guidance, the SellerSubservicer’s third-party management policy and/or Applicable Requirements, (ii) the Seller Subservicer agrees to cooperate with Holdings the Owner/Servicer to remedy such non-compliance and to maintain regular communication with Holdings the Owner/Servicer regarding the progress of any remediation efforts, (iii) the Seller Subservicer shall provide to Holdings the Owner/Servicer a summary and action-plan by the Seller Subservicer detailing how such violation(s) or non-compliance will be remediated, (iv) to the extent permitted under the applicable Vendor contract or consented to by such Vendor, Holdings the Owner/Servicer may directly participate in cooperation with the Seller Subservicer in any of the material activities described in this paragraph and (v) the Seller Subservicer shall provide to Holdingsthe Owner/Servicer, if applicable, a request in writing for an extension of the twenty-one (21) Business Day period. To the extent that any violation or non-compliance with Applicable Requirements by a Vendor relates to any Mortgage Loans being subserviced under an NRZ Subservicing Agreement, all notices by Seller or Holdings, and all cooperation effort, summaries, action plans and permitted extension shall be done in coordination with such NRZ O/S Entity and those activities contemplated in Section 2.4(f) of the related NRZ Subservicing Agreement. The Seller Subservicer shall provide Holdings the Owner/Servicer with the SellerSubservicer’s then current third-party management policy or policies at the timing set forth in Exhibit E-1 in an acceptable searchable electronic format that allows for comparison of the current policies against the policies from the prior period and shall provide Holdings the Owner/Servicer with immediate written notice following the implementation of a material change to any such policy or policies, it being understood that to the extent Seller provides such policies to an NRZ O/S Entity pursuant to Section 2.4(f) of an NRZ Subservicing Agreement, such policies shall be deemed to have been delivered hereunder. (g) The Seller Subservicer shall conduct periodic reviews of the Vendors, Off-shore Vendors and Default Firms that the Seller Subservicer engages to perform under this Addendum Agreement in accordance with its third-party management policy and Vendor Oversight Guidance to confirm compliance, timeliness and completeness with respect to the terms of this Addendum Agreement and Applicable Requirements and that the Vendors, Off-shore Vendors and Default Firms are not subject to litigation or other enforcement actions that could have a material effect on such Vendor’s, Off-shore Vendor’s and/or Default Firm’s financial viability or reputation. At the timing set forth in Exhibit E-1, the Seller Subservicer shall provide to Holdings the Owner/Servicer the results of all periodic reviews concluded by or on behalf of the Seller Subservicer during the prior three (3) month period for any Critical Vendor in a manner consistent with Exhibit Q, which shall be in the form of performance scorecards, risk rating and risk-tier assignment system, in each case, in a format reasonably acceptable to Holdingsthe Owner/Servicer. During each such quarterly update, the Seller Subservicer shall notify Holdings the Owner/Servicer of any changes to the SellerSubservicer’s scorecard, risk-rating, or risk-tiering methodology, to the extent such information is available or obtainable for each Vendor, Off-shore Vendor and Default Firm. To the extent that Seller provides such quarterly reviews or notices to an NRZ O/S Entity pursuant to Section 2.4(g) of an NRZ Subservicing Agreement, such reviews and notices shall be deemed to have been delivered hereunder. (h) In accordance with the terms and conditions of the SellerSubservicer’s agreement with the applicable Vendor, Off-shore Vendor and/or Default Firm, the Seller Subservicer shall satisfy in a timely manner its financial obligations to the Vendors, Off-shore Vendors and Default Firms providing services with respect to this AddendumAgreement. The Seller Subservicer shall maintain appropriate controls to ensure that (i) compensation paid to the Vendors, Off-shore Vendors and Default Firms on the Vendor List providing foreclosure services with respect to the Mortgage Loans is based on a method that is consistent with Applicable Requirements and considers the accuracy, completeness and legal compliance of foreclosure filings and (ii) that such services are provided only as frequently as reasonably necessary in light of the circumstances, and, in the case of both (i) and (ii) above, is not based solely on increased foreclosure volume or meeting processing timelines. (i) The Seller Subservicer shall maintain a third-party risk management program to monitor the Vendors, Off-shore Vendors and Default Firms. This program will include evaluating Default Firms used by the Seller Subservicer for compliance with Applicable Requirements, including verification of all documents filed or otherwise utilized by such firms in any foreclosure or bankruptcy proceeding or other foreclosure-related litigation and that all compensation arrangements with such Default Firms are consistent with this Addendum Agreement and Applicable Requirements. (j) Subject to Section 10.22 of the New RMSR Agreement10.17, if reasonably necessary for Holdings the Owner/Servicer to comply with the requirements of any Governmental Authority that exercises authority over Holdingsthe Owner/Servicer, the Seller Subservicer shall, at the request of Holdingsthe Owner/Servicer, make available to Holdings the Owner/Servicer copies of any contracts electronically through an electronic portal, ftp site, or otherwise, by or with any Vendors, Off-shore Vendors and/or Default Firms on the Vendor List and any reports, audits, evaluations, reviews or assessments with respect to such contractors, it being understood that to the extent such contracts have been made available to an NRZ O/S Entity pursuant to Section 2.4(j) of an NRZ Subservicing Agreement, such contracts shall be deemed to have been made available hereunder. Subject to Section 10.22 of the New RMSR Agreement10.17, in the event the Seller Subservicer is not able to make available copies contracts, reports, evaluations, reviews or assessments with respect to any Vendors, Off-shore Vendors or Default Firms that are required to be made available to Holdings the Owner/Servicer under this Section 2.4 or are otherwise reasonably requested by Holdings the Owner/Servicer in order for it to comply with Applicable Requirements because such materials are subject to confidentiality or other non-disclosure restrictions that would prevent disclosing such materials, (i) the Seller Subservicer shall make reasonable efforts to obtain consent to disclosure from the related Vendors, Off-shore Vendors or Default Firms, with the understanding that pricing or other confidential business terms may be redacted and (ii) the Seller Subservicer shall provide Holdings the Owner/Servicer with such relevant information or summaries with respect to the related matter that would not be prohibited. (k) Upon Holdings’ Owner/Servicer’s request, to the extent a Substitute Vendor is reasonably acceptable to SellerSubservicer, the Seller Subservicer shall reasonably cooperate with Holdings Substitute Vendor as contractually engaged by Owner/Servicer so long as (i) any related contract with the Substitute Vendor is approved in accordance with Section 2.3 and (ii) such Substitute Vendor to contractually engage such Substitute Vendor, does not significantly disrupt the operations of or increase the Subservicer’s internal or third-party cost unless compensated by Owner/Servicer in accordance with Section 2.3 [***] Seller will coordinate with Holdings in connection with the negotiation of the relevant contract with any such Substitute Vendor. Seller may, at any time and in its sole discretion to the extent a termination would be permitted under the related contract, terminate such Substitute Vendor solely in accordance with such contract (including, to the extent expressly set forth in such contract, following the delivery of any requisite notices and the passage of any applicable cure periods therein); provided, however, that if any such Substitute Vendor is so terminated, Holdings may propose a replacement Substitute Vendor subject to the provisions of this Section 2.4(k) and the approval of such replacement Substitute Vendor, together with the related contract, under Section 2.3(f)]. [***]

Engagement of Contractors. (a) Exhibit I-1 will set forth the following lists (in a format reasonably acceptable to Holdingsthe Owner/Servicer): (i) Vendors (excluding Off-shore Vendors) that the Seller Subservicer engages to perform under this Addendum Agreement and to which the Seller Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Vendor and the applicable risk tier the Seller Subservicer has assigned such Vendor, (ii) Off-shore Vendors that the Seller Subservicer engages to perform under this Addendum Agreement to which the Seller Subservicer has assigned a tier 1 or tier 2 risk tier rating, a summary of the related activities performed by each such Off-shore Vendor and the applicable risk tier the Seller Subservicer has assigned such Off-shore Vendor, and (iii) Default Firms engaged by the Seller Subservicer for foreclosures and bankruptcies only (collectively, the “Critical Vendors”), in each case, to the extent such Critical Vendor is performing any activity relevant to any Mortgage Loan. All Default Firms shall be deemed to have a tier 1 risk tier rating for purposes of this AddendumAgreement. (b) From time to time, the Seller Subservicer may engage other Vendors in addition to those appearing on Exhibit I-1 to provide services to the Seller Subservicer that are related to the Mortgage Loans. The Seller Subservicer shall not engage any Vendors or Default Firms to provide services with respect to any Mortgage Loan if such Vendor or Default Firm is on any of the (i) Xxxxxxx Mac Exclusionary List, (ii) Specifically Designated Nationals and Blocked Persons List published by OFAC, (iii) Suspended Counterparty Program list published by FHFA or (iv) Seller’s Subservicer's internal exclusionary list, and shall promptly (x) notify Holdings Owner/Servicer if any such Vendor or Default Firm becomes subject to any such exclusionary list, and (y) replace any such Vendor or Default Firm. In the event any such additional Critical Vendor is identified by Holdings the Owner/Servicer as having been deficient in the reasonable judgment of Holdingsthe Owner/Servicer, Holdings the Owner/Servicer shall notify the Seller Subservicer with its concerns of such Critical Vendor. The Seller Subservicer shall notify Holdings the Owner/Servicer of additional Critical Vendors at the timing set forth in Exhibit E-1. The Seller Subservicer shall promptly respond to Holdings the Owner/Servicer and the parties hereto shall cooperate in good faith to resolve Holdings’ the Owner/Servicer’s concerns and/or findings relating to Critical Vendors, including but not limited to determining if such deficiencies can be corrected or to replace Critical Vendors, as applicable, with another Vendor or Default Firm, as applicable, mutually acceptable to the parties and in accordance with Applicable Requirements. In addition, the Seller Subservicer shall promptly notify Holdings the Owner/Servicer of any material deficiencies with respect to any Vendor and/or Default Firm used by the Seller Subservicer with respect to any Mortgage Loan. To the extent that the same Vendor or Default Firm is being utilized under an NRZ Subservicing Agreement, Holdings will coordinate with the related NRZ O/S Entity regarding all inquiries, notices and determinations with respect to such Vendor or Default Firm. (c) With respect to any Vendor that performs any Mortgagor-facing activity, PurchaserOwner/Servicer-facing activity and/or Investor-facing activity, the Seller Subservicer shall routinely, in accordance with Applicable Requirements, (i) examine and audit the books, records, and/or other information of any such Vendor and (ii) monitor the activities of such Vendor (including but not limited to reviewing call transcripts and listening to audio-recordings of calls to Mortgagors). The Seller Subservicer shall promptly deliver to Holdings the Owner/Servicer at least ninety (90) calendar days (or if a shorter period of time is necessary for SellerSubservicer’s ongoing business continuity purposes, not later than the date the potential vendor enters into SellerSubservicer’s input process) advance written notice of any Off-shore Vendors that the Seller Subservicer intends to cause to perform any Mortgagor-facing activity, PurchaserOwner/Servicer-facing activity and/or Investor-facing activity, it being understood that Seller may combine such notice with any similar notice(s) delivered to any NRZ O/S Entity in connection with the utilization of such Off-shore Vendors in connection with the related NRZ Subservicing Agreement(s). (d) All foreclosure attorneys, bankruptcy attorneys and eviction attorneys (collectively, “Default Firms”) and all Vendors to be used in connection with the servicing and administration of the Mortgage Loans and REO Properties shall (i) be engaged in accordance with Applicable Requirements and (ii) have any and all qualifications, licenses and/or approvals necessary to perform their respective services in this Addendum Agreement in accordance with Applicable Requirements. The Seller Subservicer shall (x) review on at least an annual basis that each Default Firm providing foreclosure or bankruptcy services that its attorneys are licensed to practice in the relevant jurisdiction and are in good standing in the relevant jurisdictions and bars, (y) provide an annual certification to the Purchasers Owner/Servicer to the matters in clause (x) of this Section 2.4(d) (by the Seller Subservicer or each Default Firm) and shall state each Default Firm meets Agency requirements and Applicable Requirements, and (z) provide Holdings the Owner/Servicer with copies of such evidence available to the Seller Subservicer upon reasonable request of Holdingsthe Owner/Servicer. Within thirty (30) days of the Effective Date, it being understood that the Subservicer shall (i) provide a report to the Owner/Servicer identifying any certifications Default Firm which received an "objection" or other materials provided by Seller similar classification from any Agency to the extent the Subservicer submitted such Default Firm to an NRZ OAgency for servicing Agency loans in the Subservicer's servicing portfolio and (ii) shall cooperate with Owner/S Entity pursuant Servicer to Section 2.4(d) evaluate what steps, if any, should be taken as a result of an NRZ Subservicing Agreement shall be deemed to have been delivered to Holdings hereundersuch objection. (e) Other than with respect to any Vendors performing REO Disposition Services, (i) the Seller Subservicer shall cause any Vendors, Off-shore Vendors and/or Default Firms hired by the Seller Subservicer to perform its duties and service the Mortgage Loans in compliance with Applicable Requirements and (ii) the use of any Vendor, Off-shore Vendor or Default Firm by the Seller Subservicer shall not relieve the Seller Subservicer of its obligations under this Addendum Agreement or any related remedies under this AddendumAgreement. Any such Vendor, Off-shore Vendor and/or Default Firms engaged by the Seller Subservicer shall be engaged on a commercially reasonable, arm’s length basis and at competitive rates of compensation consistent with Applicable Requirements. (f) The Seller Subservicer shall oversee all Vendors, Off-shore Vendors and Default Firms in accordance with the Vendor Oversight Guidance and its third-party management policy, and require that all Vendors, Off-shore Vendors and Default Firms on the Vendor List maintain and provide policies and procedures applicable to the services provided in a manner consistent with all Applicable Requirements, the Vendor Oversight Guidance and the servicing standards under this AddendumAgreement. Solely as it relates to a violation or non-compliance with Applicable Requirements by a Vendor that materially and adversely affects any Mortgage Loan or the related Servicing Rights, within twenty-one (21) Business Days of confirmation of the violation or non-compliance with Applicable Requirements, (i) the Seller Subservicer shall provide to Holdings the Owner/Servicer notice of such violations or such non-compliance with Applicable Requirements of which the Seller Subservicer has knowledge by any Vendor, Off-shore Vendor and/or Default Firm under the Vendor Oversight Guidance, the SellerSubservicer’s third-party management policy and/or Applicable Requirements, (ii) the Seller Subservicer agrees to cooperate with Holdings the Owner/Servicer to remedy such non-compliance and to maintain regular communication with Holdings the Owner/Servicer regarding the progress of any remediation efforts, (iii) the Seller Subservicer shall provide to Holdings the Owner/Servicer a summary and action-plan by the Seller Subservicer detailing how such violation(s) or non-compliance will be remediated, (iv) to the extent permitted under the applicable Vendor contract or consented to by such Vendor, Holdings the Owner/Servicer may directly participate in cooperation with the Seller Subservicer in any of the material activities described in this paragraph and (v) the Seller Subservicer shall provide to Holdingsthe Owner/Servicer, if applicable, a request in writing for an extension of the twenty-one (21) Business Day period. To the extent that any violation or non-compliance with Applicable Requirements by a Vendor relates to any Mortgage Loans being subserviced under an NRZ Subservicing Agreement, all notices by Seller or Holdings, and all cooperation effort, summaries, action plans and permitted extension shall be done in coordination with such NRZ O/S Entity and those activities contemplated in Section 2.4(f) of the related NRZ Subservicing Agreement. The Seller Subservicer shall provide Holdings the Owner/Servicer with the SellerSubservicer’s then current third-party management policy or policies at the timing set forth in Exhibit E-1 in an acceptable searchable electronic format that allows for comparison of the current policies against the policies from the prior period and shall provide Holdings the Owner/Servicer with immediate written notice following the implementation of a material change to any such policy or policies, it being understood that to the extent Seller provides such policies to an NRZ O/S Entity pursuant to Section 2.4(f) of an NRZ Subservicing Agreement, such policies shall be deemed to have been delivered hereunder. (g) The Seller Subservicer shall conduct periodic reviews of the Vendors, Off-shore Vendors and Default Firms that the Seller Subservicer engages to perform under this Addendum Agreement in accordance with its third-party management policy and Vendor Oversight Guidance to confirm compliance, timeliness and completeness with respect to the terms of this Addendum Agreement and Applicable Requirements and that the Vendors, Off-shore Vendors and Default Firms are not subject to litigation or other enforcement actions that could have a material effect on such Vendor’s, Off-shore Vendor’s and/or Default Firm’s financial viability or reputation. At the timing set forth in Exhibit E-1, the Seller Subservicer shall provide to Holdings the Owner/Servicer the results of all periodic reviews concluded by or on behalf of the Seller Subservicer during the prior three (3) month period for any Critical Vendor in a manner consistent with Exhibit Q, which shall be in the form of performance scorecards, risk rating and risk-tier assignment system, in each case, in a format reasonably acceptable to Holdingsthe Owner/Servicer. During each such quarterly update, the Seller Subservicer shall notify Holdings the Owner/Servicer of any changes to the SellerSubservicer’s scorecard, risk-rating, or risk-tiering methodology, to the extent such information is available or obtainable for each Vendor, Off-shore Vendor and Default Firm. To the extent that Seller provides such quarterly reviews or notices to an NRZ O/S Entity pursuant to Section 2.4(g) of an NRZ Subservicing Agreement, such reviews and notices shall be deemed to have been delivered hereunder. (h) In accordance with the terms and conditions of the SellerSubservicer’s agreement with the applicable Vendor, Off-shore Vendor and/or Default Firm, the Seller Subservicer shall satisfy in a timely manner its financial obligations to the Vendors, Off-shore Vendors and Default Firms providing services with respect to this AddendumAgreement. The Seller Subservicer shall maintain appropriate controls to ensure that (i) compensation paid to the Vendors, Off-shore Vendors and Default Firms on the Vendor List providing foreclosure services with respect to the Mortgage Loans is based on a method that is consistent with Applicable Requirements and considers the accuracy, completeness and legal compliance of foreclosure filings and (ii) that such services are provided only as frequently as reasonably necessary in light of the circumstances, and, in the case of both (i) and (ii) above, is not based solely on increased foreclosure volume or meeting processing timelines. (i) The Seller Subservicer shall maintain a third-party risk management program to monitor the Vendors, Off-shore Vendors and Default Firms. This program will include evaluating Default Firms used by the Seller Subservicer for compliance with Applicable Requirements, including verification of all documents filed or otherwise utilized by such firms in any foreclosure or bankruptcy proceeding or other foreclosure-related litigation and that all compensation arrangements with such Default Firms are consistent with this Addendum Agreement and Applicable Requirements. (j) Subject to Section 10.22 of the New RMSR Agreement10.17, if reasonably necessary for Holdings the Owner/Servicer to comply with the requirements of any Governmental Authority that exercises authority over Holdingsthe Owner/Servicer, the Seller Subservicer shall, at the request of Holdingsthe Owner/Servicer, make available to Holdings the Owner/Servicer copies of any contracts electronically through an electronic portal, ftp site, or otherwise, by or with any Vendors, Off-shore Vendors and/or Default Firms on the Vendor List and any reports, audits, evaluations, reviews or assessments with respect to such contractors, it being understood that to the extent such contracts have been made available to an NRZ O/S Entity pursuant to Section 2.4(j) of an NRZ Subservicing Agreement, such contracts shall be deemed to have been made available hereunder. Subject to Section 10.22 of the New RMSR Agreement10.17, in the event the Seller Subservicer is not able to make available copies contracts, reports, evaluations, reviews or assessments with respect to any Vendors, Off-shore Vendors or Default Firms that are required to be made available to Holdings the Owner/Servicer under this Section 2.4 or are otherwise reasonably requested by Holdings the Owner/Servicer in order for it to comply with Applicable Requirements because such materials are subject to confidentiality or other non-disclosure restrictions that would prevent disclosing such materials, (i) the Seller Subservicer shall make reasonable efforts to obtain consent to disclosure from the related Vendors, Off-shore Vendors or Default Firms, with the understanding that pricing or other confidential business terms may be redacted and (ii) the Seller Subservicer shall provide Holdings the Owner/Servicer with such relevant information or summaries with respect to the related matter that would not be prohibited. (k) Upon Holdings’ Owner/Servicer’s request, to the extent a Substitute Vendor is reasonably acceptable to SellerSubservicer, the Seller Subservicer shall reasonably cooperate with Holdings Substitute Vendor as contractually engaged by Owner/Servicer so long as (i) any related contract with the Substitute Vendor is approved in accordance with Section 2.3 and (ii) such Substitute Vendor to contractually engage such Substitute Vendor, [does not significantly disrupt the operations of or increase the Subservicer’s internal or third-party cost unless compensated by Owner/Servicer in accordance with Section 2.3 ***] Seller will coordinate with Holdings in connection with the negotiation of the relevant contract with any such Substitute Vendor. Seller may, at any time and in its sole discretion to the extent a termination would be permitted under the related contract, terminate such Substitute Vendor solely in accordance with such contract (including, to the extent expressly set forth in such contract, following the delivery of any requisite notices and the passage of any applicable cure periods therein); provided, however, that if any such Substitute Vendor is so terminated, Holdings may propose a replacement Substitute Vendor subject to the provisions of this Section 2.4(k) and the approval of such replacement Substitute Vendor, together with the related contract, under Section 2.3(f). [***].