New Residential Investment Corp. (NASDAQ:NRZ) Files An 8-K Entry into a Material Definitive Agreement

On December 15, 2016, New Residential Investment Corp. (the
Company), NRZ Advance Receivables Trust 2015ON1 (an indirect
subsidiary of the Company, the Issuer), HLSS Holdings, LLC (an
indirect subsidiary of the Company, the Sponsor), Deutsche Bank
National Trust Company (Deutsche Bank), Ocwen Loan Servicing, LLC
(Ocwen) and Credit Suisse AG, New York Branch (Credit Suisse) (i)
entered into a securitization transaction to which the Issuer
issued (a) $400,000,000 of rated receivables-backed term notes
(the Series 2016-T4 Notes) and (b) $400,000,000 of rated
receivables-backed term notes (the Series 2016-T5 Notes and
together with the 2016-T4 Notes, the Term Notes) and (ii) amended
the Series 2015-VF1 Indenture Supplement related to the Series
2015-VF1 Notes (the Series 2015-VF1 Notes). The Series 2015-VF1
Notes, the Series 2016-T4 Notes and the Series 2016-T5 Notes are
all issued under the Indenture dated as of August 28, 2015, as
amended by Amendment No. 1 thereto dated as of June 30, 2016, by
and among the Issuer, Deutsche Bank, Ocwen, the Sponsor, Credit
Suisse and the Company (the Indenture).

The Term Notes are secured by receivables for corporate and
escrow advances made by Ocwen, principal and interest advances
made by Ocwen and accrued and unpaid servicing fees payable to
Ocwen under certain identified securitization servicing
agreements (the Underlying Servicing Agreements). The collateral
securing the Term Notes cross-collateralizes four other series of
outstanding notes previously issued by the Issuer.

The Series 2016-T4 Notes bear fixed interest, varying by class,
ranging from 3.1068% to 6.2500% per annum. The revolving period
for the Series 2016-T4 Notes ends on December 15, 2020. If the
Series 2016-T4 Notes are still outstanding at the end of the
revolving period, the Issuer will be required to repay
one-twelfth of the remaining principal balance of the Series
2016-T4 Notes each month until the principal balance of the
Series 2016-T4 Notes is paid in full.

The Series 2016-T5 Notes bear fixed interest, varying by class,
ranging from 3.3308% to 6.4175% per annum. The revolving period
for the Series 2016-T5 Notes ends on December 15, 2021. If the
Series 2016-T5 Notes are still outstanding at the end of the
revolving period, the Issuer will be required to repay
one-twelfth of the remaining principal balance of the Series
2016-T5 Notes each month until the principal balance of the
Series 2016-T5 Notes is paid in full.

The events of default and target amortization events under the
Term Notes include customary events such as: (i) failing an
interest coverage test; (ii) failing a collateral performance
test; (iii) failing to deliver certain reports; (iv) material
breaches of transaction documents beyond applicable cure periods;
(v) nonpayment of principal, interest or other amounts when due;
(vi) insolvency of Ocwen, the Sponsor or the subsidiaries of the
Sponsor party to the transaction documents; (vii) the Issuer
becoming subject to registration as an investment company within
the meaning of the 1940 Act; and (viii) Ocwen or the Sponsor
failing to comply with the deposit and remittance requirements
under any Underlying Servicing Agreements.

Upon the occurrence of an event of default or a target
amortization event in respect of the Term Notes, the Issuer may
be subject to any or all of (i) an interest rate increase on the
notes, (ii) an amortization of all or a portion of the notes or
(iii) an acceleration of principal repayment.

Upon the occurrence and during the continuance of an event of
default in respect of the Term Notes, the holders of the
requisite percentage of all of the notes issued by the Issuer may
declare the notes and all other obligations of the applicable
issuer immediately due and payable, other than a bankruptcy event
of default, which automatically causes such obligations to become
immediately due and payable and the termination of any funding
commitments.

The definitive documents related to the Term Notes contain
customary representations and warranties, as well as affirmative
and negative covenants. Affirmative covenants include, among
others, reporting, providing of notices of material events,
maintaining books and records, complying with laws, complying
with covenants under the Underlying Servicing Agreements and
maintaining certain servicing standards with respect to the
advances and the related mortgage loans. Negative covenants
include, among others, limitations on amendments to the
Underlying Servicing Agreements and limitations on amendments to
the procedures and methodology for reimbursing advances or
determining that advances have become non-recoverable.

Each of the Series 2016-T4 Notes and the Series 2016-T5 Notes
were issued by the Issuer under the Indenture and a related
series indenture supplement dated as of December 15, 2016.

The Series 2015-VF1 Indenture Supplement was amended to (i)
extend the revolving period for the variable funding notes to
December 15, 2017, (ii) reduce the maximum principal balance of
the Series 2015-VF1 Notes to $550,000,000, (iii) lower certain
interest margins on the variable funding notes (as well as to
incorporate certain related conforming changes) and (iv) modify
the basis by which certain of the concentration limitations on
the collateral value with respect to the Series 2015-VF1 Notes is
calculated.

The Series 2015-VF1 Indenture Supplement and the Indenture were
incorporated by reference into the Companys quarterly report on
Form 10-Q for the quarterly period ended September 30, 2015. The
foregoing summaries of certain agreements relating to the
Indenture are not complete and are subject to and qualified in
their entirety by reference to the full text of such agreements,
certain of which are attached to this Form 8-K as Exhibits 4.1,
4.2 and 4.3.

The information contained in Item 1.01 concerning the Issuers
direct financial obligations under the notes is hereby
incorporated herein by reference.

On December 15, 2016, the Board of Directors (the Board) of the
Company increased the size of the Board to seven (7) members and
appointed Robert J. McGinnis as an independent director of the
Company. Mr. McGinnis will serve as a Class III Director with a
term expiring at the 2019 annual meeting of the stockholders of
the Company. The Board also appointed Mr. McGinnis as a member of
the Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee of the Board.

As of the date of the appointment, Mr. McGinnis has not entered
into or proposed to enter into any transactions required to be
reported under Item 404(a) of Regulation S-K.

Mr. McGinnis will receive the standard annual Board compensation
for non-employee directors for 2016 (prorated based on the date
of his appointment). Standard annual Board compensation for 2016
is comprised of the fees described in the Companys Definitive
Proxy Statement on Schedule 14A, filed with the U.S. Securities
and Exchange Commission on April 13, 2016. As a new non-employee
director, and as part of the Companys standard Board
compensation, Mr. McGinnis is also expected to receive a one-time
grant of fully-vested options relating to 1,000 shares of common
stock, par value $0.01 per share (the Common Stock), of the
Company under the Companys Nonqualified Stock Option and
Incentive Award Plan, with an exercise price equal to the fair
market value of Common Stock on the date of grant. These options
will be settled in an amount of cash equal to the excess of the
fair market value of a share of Common Stock on the date of
exercise over the fair market value on the date of grant, unless
advance approval is made to settle in shares.

(d) Exhibits