SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRINGCASTLE ACQUISITION LLC (a Delaware limited liability company) March 31, 2016Limited Liability Company Agreement • May 5th, 2016 • New Residential Investment Corp. • Real estate investment trusts • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRINGCASTLE ACQUISITION LLC (the “Company”) dated as of March 31, 2016, by NRZ (as defined below), BTO Willow Holdings, L.P., a Delaware limited partnership (“Willow I”), BTO Willow Holdings II, L.P., a Delaware limited partnership (“Willow II”), and Blackstone Family Tactical Opportunities Investment Partnership – NQ - ESC L.P., a Delaware limited partnership (“BFTOIP”, and together with Willow I and Willow II, “Blackstone”, and Blackstone together with NRZ, the “Members”).
PURCHASE AGREEMENTPurchase Agreement • May 5th, 2016 • New Residential Investment Corp. • Real estate investment trusts • New York
This PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2016, is entered into by and between SpringCastle Holdings, LLC, a Delaware limited liability company (“SpringCastle Holdings”), Springleaf Acquisition Corporation, a Delaware corporation (“Springleaf Acquisition,” and together with SpringCastle Holdings, each a “Seller” and together “Sellers”), Springleaf Finance, Inc. (“SFI”), each party set forth on the signature pages hereto as a Buyer (each a “Buyer” and together “Buyers”) and each party set forth on the signature pages hereto as an Other Member (each an “Other Member” and together “Other Members”). Each of the Other Members is a party hereto solely for the purposes of Section 11(a) and Section 11(g). Each of Buyers, Sellers, SFI and, solely with respect to Section 11(a) and Section 11(g), the Other Members is referred to herein as a “Party” and collectively as the “Parties”. BTO Willow Holdings II, L.P. and Blackstone Family Tactical Opportunities Investment Partne
INDENTUREIndenture • May 5th, 2016 • New Residential Investment Corp. • Real estate investment trusts • New York
This INDENTURE, dated as of October 3, 2014 (herein, as amended, modified or supplemented from time to time as permitted hereby, called this “Indenture”), among SPRINGCASTLE AMERICA FUNDING, LLC, a limited liability company formed under the laws of the State of Delaware, as a co-issuer (a “Co-Issuer”), SPRINGCASTLE CREDIT FUNDING, LLC, a limited liability company formed under the laws of the State of Delaware, as a Co-Issuer, SPRINGCASTLE FINANCE FUNDING, LLC, a limited liability company formed under the laws of the State of Delaware, as a Co-Issuer, WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee for the benefit of the respective Co-Issuer under the SpringCastle America Funding Trust, SpringCastle Credit Funding Trust, and the SpringCastle Finance Funding Trust (in each such capacity, a “Loan Trustee”), SPRINGLEAF FINANCE, INC., an Indiana corporation, as Servicer, (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as paying
