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Feb 16, 2017 - to mortgage insurance programs. In December 2016, we entered into resolution agreements with Fannie Mae and Freddie Mac to resolve.

EXHIBIT 10.2   EXECUTION   MSR PORTFOLIO DEFENSE AGREEMENT   This MSR Portfolio Defense Agreement (the “ Agreement”), dated as of June 16 2017, is entered into by and between PHH Mortgage Corporation, a New Jersey corporation (the “ Subservicer”), and New Residential Mortgage LLC, a Delaware limited liability company (the “ MSR Owner”). “Additional Loan” has the meaning set forth in Section 3.02(b). “Agency”:  Fannie Mae, Freddie Mac, FHA, VA, USDA or HUD, as applicable. “Agency Consent” shall mean the written consent of the applicable Agency in compliance with the applicable Agency Guidelines, to the transfer of the applicable Servicing Rights from Subservicer to MSR Owner and to permit Subservicer to act as subservicer for the related Mortgage Loans. “Agency Delivery Date” shall mean, on or prior to January 1, 2018, the date of the Agency’s change of servicer identification with respect to a Defended Loan, and, after January 1, 2018, the Co-Issue Date. “Agency Guidelines”:  The Fannie Mae Guide, the Freddie Mac Guide, or comparable servicing guidelines issued by the Federal Housing Administration, the VA or the USDA, (in each case, including but not limited to the applicable Agency manuals, handbooks, bulletins, circulars, announcements, issuances, releases, letters, correspondence and other instructions) or any servicing agreement, in each case to the extent applicable to any Mortgage Loan or REO Property.

“Applicable Requirements” has the meaning set forth in the Purchase Agreement. “Assignments of Mortgage Instruments” shall mean a written instrument that, when recorded in the appropriate office of the local jurisdiction in which the related Mortgaged Property is located, will reflect the transfer of the Mortgage Instrument identified therein from the transferor to the transferee named therein. With respect to any MERS Mortgage Loan, an Assignment of Mortgage Instrument shall include a notice of transfer sufficient under the governing instruments of MERS to reflect a transfer of the Mortgage Loan.

“Co-Issue Basis” shall mean a transfer of Servicing Rights by the Subservicer to the MSR Owner concurrently with the Subservicer selling and transferring the related Defended Loan to the applicable Agency, in each case, in accordance with Agency Guidelines. “Co-Issue Date” shall mean the date of the transfer of Servicing Rights by the Subservicer to the MSR Owner concurrently with the Subservicer selling and transferring the related Defended Loan to the applicable Agency, in each case, in accordance with Agency Guidelines. (including, without limitation, the representations and warranties set forth in Section 3.02(c)). “Ginnie Mae” shall mean the Government National Mortgage Association or any successor thereto. “New Mortgage Loan” has the meaning set forth in Section 3.02(b). “Non-MERS Mortgage Loan” shall mean a Mortgage Loan other than a MERS Mortgage Loan.

“Pool” shall mean one or more Mortgage Loans which have been aggregated pursuant to the requirements of the applicable Agency. “Portfolio” means, except as set forth in this Agreement, all of the Eligible Mortgage Loans as to which the Subservicer is providing services under the Subservicing Agreement. “Pricing Multiple” means, with respect to a Product Group, an amount equal to. “Prior Mortgage Loan” means, with respect to any New Mortgage Loan, the related Mortgage Loan in the Portfolio which the Subservicer refinanced hereunder to originate such New Mortgage Loan. “Product Group” means, with respect to any Defended Loan or Prior Mortgage Loan, as applicable, (a) if the Defended Loan or Prior Mortgage Loan, as applicable is a fixed rate loan with a greater than or equal to.

year term, “Long Fixed;” (b) if the Defended Loan or Prior Mortgage Loan, as applicable is a fixed rate loan with a less than. year term, “Short Fixed” and (iii) otherwise, “ARM.”. “Purchase Agreement” shall have the meaning set forth in the recitals to this Agreement. “Refinanced Locked Mortgage Loan” means, with respect to any Locked Mortgage Loan, the new mortgage loan that caused the repayment of the related Locked Mortgage Loan or that was a purchase money mortgage loan. “Retained Mortgage Loan” has the meaning set forth in Section 3.02(a).

“Servicing Agreement” shall mean, with respect to any Mortgage Loan, the fully executed contracts (including any pooling agreement, servicing agreement, custodial agreement or other agreement or arrangement) defining the rights and obligations of the Subservicer. “Servicing Rights Reimbursement Price” shall mean the sum of the following: (a). multiplied by the unpaid principal balance of the related New Mortgage Loan at origination; plus (b) the related outstanding, unreimbursed Advances made by the MSR Owner or purchased by the MSR Owner under the Purchase Agreement with respect to the related Prior Mortgage Loan. “Subservicing Agreement” has the meaning indicated in the recitals to this Agreement. “Trailing Loan Documents” shall mean the Mortgage Loan Documents that are required by the Agency pursuant to Applicable Requirements and Agency Guidelines to be part of the Mortgage File that, as of the time of reference, are (i) in the custody of counsel in accordance with Applicable Requirements, (ii) have been submitted for recording and have not yet been returned by the applicable recording office or (iii) have not been provided by the issuing entity in the case of a final title policy. Section 1.02                            General Interpretive Principles. Section 2.02                              Agency Consents.

Instruments related to the Defended Loans; (ii) prepare or cause to be prepared Assignments of Mortgage Instruments from Subservicer to MSR Owner related to the Defended Loans; and (iii) endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the applicable Agency.  Subservicer shall deliver to the Document Custodian all original recorded Assignments of Mortgage Instruments for the related Defended Loans promptly upon receipt of same from the applicable recording office or otherwise. Without any right of reimbursement from the MSR Owner, for the payment to the applicable Mortgagor of any interest on Custodial Funds accrued through the applicable Agency Delivery Date, exclusive, to the extent interest with respect to Custodial Funds is required to be paid under the Applicable Requirements for the benefit of such Mortgagor under the related Defended Loan.

(b)                                  Internal Revenue Service Reporting.  Subservicer shall be responsible for, at its sole cost and expense, preparing and filing with the Internal Revenue Service all reports, forms, notices and filings required by the Internal Revenue Code and rules, regulations and interpretations thereunder in connection with the Servicing Rights and Defended Loans with respect to events that occurred prior to the applicable Agency Delivery Date thereof, including, the reporting of all interest paid by Subservicer for the account of Mortgagors under the Defended Loans. Loan is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by Subservicer and (iv) is in compliance with the laws of any such state to the extent necessary to permit the origination and servicing of the Defended Loans in accordance with the terms of this Agreement;   (b)                                  Power and Authority; Enforceability.  Subservicer has the full power and authority to execute and deliver this Agreement, and to enter into and consummate all transactions contemplated by this Agreement. With eligibility requirements of each Agency, or that would require notification to any Agency and, to the best of the Subservicer’s knowledge, there are no pending business issues with any Agency that would likely materially adversely affect the ability of the Subservicer to originate and/or service mortgage loans on behalf of such entities or to comply with Applicable Requirements. Subservicer has not received any written notice from an Agency that it intends to terminate the Subservicer’s status as an approved seller and/or servicer;   (h)                                  MERS. The Subservicer is a member of MERS in good standing.

Refinanced Loan”). Attached hereto with respect to such Servicing Rights and the related Defended Loan. Period mutually agreed upon by the MSR Owner and the Subservicer in writing) of the date of origination of the New Mortgage Loan or (3) within 90 days of the related Agency Delivery Date solely with respect to Defended Loans which are not delivered to the related Agency on a Co-Issue Basis, whichever is sooner, the Subservicer shall. Except as set forth in Section 4.03, the remedies set forth in this clause (e) shall be the sole remedies available to the MSR Owner in respect of any of subclauses (i) through (iii) of this clause (e). Section 3.03                              Reporting. (a)                                  No later than three (3) Business Days prior to the related Agency Delivery Date with respect to any Defended Loan, the Subservicer shall deliver to MSR Owner a data tape (the “ Data Tape”) of data and characteristics of each Defended Loan and related Servicing Rights (including the information set forth in Exhibit D attached hereto) to be delivered on such Agency Delivery Date. (b)                                  On a weekly basis, with respect to the immediately preceding calendar month, the Subservicer shall send a report in the form set forth on Exhibit B-1 hereto, which may be amended from time to time upon the mutual agreement of the Subservicer and MSR Owner.  On a monthly basis, with respect to the immediately preceding calendar month, the Subservicer shall send a report in the form set forth on Exhibit B-2 hereto, which may be amended from time to time upon the mutual agreement of the Subservicer and MSR Owner.

With such Person or by Applicable Requirements.  Such reviews shall include, without limitation, rating agency reviews, SSAE 16 reviews, and MERS reconciliation reports.  The MSR Owner acknowledges that the Subservicer shall be entitled to redact any of the foregoing to the extent constituting confidential or privileged communications with any Governmental Entity or communications subject to attorney-client privilege. (b)                                  For any calendar month and each Product Group,., the MSR Owner shall pay the Subservicer an amount equal to the product of (i). multiplied by the unpaid principal balance of the related Defended Loans as of the related Agency Delivery Date and (ii).

(c)                                   For any calendar month and each Product Group,., the MSR Owner shall pay the Subservicer an amount equal to the sum of (i) the product of (x). and (y) the unpaid principal balance of the related Defended Loans as of the related Agency Delivery Date and (z). basis points. plus (ii) the product of (w)., (x) the unpaid principal balance of the related Defended Loans as of the related Agency Delivery Date, (y).

percent (.%) and (z). (d)                                  For any calendar month and each Product Group,., the MSR Owner shall pay the Subservicer an amount equal to the sum of (i) the product of (x). and (y) the unpaid principal balance of the related Defended Loans as of the related Agency Delivery Date and (z). basis points.

plus (ii) the product of (w)., (x) the unpaid principal balance of the related Defended Loans as of the related Agency Delivery Date, (y). percent (.%) and (z). basis points. ARTICLE IV   LIABILITIES OF SERVICER AND MSR OWNER   Section 4.01                             Limitation on Liability of the MSR Owner and the Subservicer.  Notwithstanding anything in this Agreement to the contrary, neither party shall be liable to the other for any consequential, indirect, punitive, exemplary or special damages (including, without limitation, lost profits awarded as direct damages), whether under indemnity for Losses (as defined herein), or as general common law contract damages, even if apprised of the possibility of the foregoing damages. Section 4.02                             Merger or Consolidation of the Subservicer. Section 4.03                               Indemnification. Section 5.03                                Entire Agreement.

This Agreement (together with the documents referenced herein) contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Section 5.04                                Assignment.  This Agreement may not be assigned by either party, without the written consent of the other party hereto.  MSR Owner may at any time sell its Servicing Rights relating to any Defended Loans without the consent of Subservicer but subject to the terms of the Subservicing Agreement (to the extent the Subservicer is the subservicer thereunder). Section 5.05                                Headings.

The section and subsection headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof. Section 5.06                                Further Agreements.  MSR Owner and Subservicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement. Section 5.07                                Governing Law; Waiver of Jury Trial; Submission to Jurisdiction; Fee-shifting Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. THE PARTIES HEREUNDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OR ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE OTHER PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT.

Permitted by applicable Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any claim or cause of action brought pursuant to this Section 5.07. Section 5.08                                Relationship of Parties. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties. The duties and responsibilities of the Subservicer shall be rendered by it as an independent contractor and not as an agent of the MSR Owner. The Subservicer shall have full control of all of its acts, doings, proceedings, relating to or requisite in connection with the discharge of its duties and responsibilities under this Agreement. Section 5.09                                Severability of Provisions.

Videotape, audiotape, or any other medium except as required by Applicable Requirements. (d)                              The obligations under this Section 5.13 shall survive the termination of this Agreement.

(e)                               In connection with inserting flyers into Mortgagor’s billing statements as described in Section 5.15(b), (i)., (ii) such flyers shall comply with all applicable legal and regulatory requirements and (iii) the MSR Owner shall reimburse the Subservicer for the actual and reasonable internalized costs incurred to insert such flyers into the applicable Mortgagor’s statement(s) with a. percent (.%) premium added thereon plus all actual and reasonable out-of-pocket costs related thereto.

Signature page follows. EXHIBIT A (Form of Confirmatory Assignment)   DATE   PHH Mortgage Corporation (the “ Transferor”), hereby confirms its assignment, conveyance and transfer to New Residential Mortgage LLC (the “ Transferee”), under that certain MSR Portfolio Defense Agreement, dated as of          (the “ Portfolio Defense Agreement”), between Transferor and Transferee, of all of the Transferor’s right, title and interest in, to and under the Servicing Rights related to each mortgage loan set forth in Annex A attached hereto and all proceeds thereof. Capitalized terms used and not defined in this instrument have the meanings assigned to them in the Portfolio Defense Agreement.

PHH MORTGAGE CORPORATION               By:     Name:     Title:     A-1. Insurance by, or pooling to back securities issued or guaranteed by, or participation certificates issued by, the applicable Agency or other Person upon such sale, issuance of insurance or pooling, if any.  There has been no improper act or omission or alleged improper act or omission, or error by the Subservicer with respect to the origination, underwriting or servicing of any of the Defended Loans.  Each Defended Loan has been originated, underwritten and serviced by Subservicer in compliance with all Applicable Requirements and Accepted Servicing Practices. All collection efforts by or on behalf of the Subservicer have been performed timely, prudently and in compliance with all Applicable Requirements and Accepted Servicing Practices. (f)                                    As of the Agency Delivery Date, there are no contracts affecting the Servicing Rights to which MSR Owner is or will be bound by or to, except as contemplated hereby or caused to exist by MSR Owner, nor shall Subservicer enter into any such contracts following the Agency Delivery Date without the consent of MSR Owner, other than as permitted or contemplated by the related Agency Guidelines, and no other party has any interest in the Defended Loans or the Servicing Rights except the related Agency, or otherwise as contemplated hereby. (g)                                   As of the Agency Delivery Date, none of the Defended Loans are loans subject to interest rate subsidies or special escrow arrangements. (h)                                  As of the Agency Delivery Date, no Defended Loan is subject to the provisions of the Home Ownership and Equity Protection Act of 1994, as amended (“HOEPA”), or has an “annual percentage rate” or “total points and fees” payable by the borrower that exceeds the applicable thresholds defined under HOEPA and its implementing regulations, including 12 C.F.R. Any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim, or defense has been asserted with respect thereto.

(n)                                  The full original principal amount of each Defended Loan (net of any discounts) has been fully advanced or disbursed to the Mortgagor named therein, there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements have been satisfied. (r)                                     The Subservicer has filed in a timely manner all reports required by the Agencies, Agency Guidelines and other Applicable Requirements with respect to the Defended Loans and the Servicing Rights. (s)                                    The Subservicer (a) has timely remitted or otherwise made available to each Agency (i) all principal and interest payments received to which such Agency is entitled under the Applicable Requirements, including without limitation any guaranty fees, and (ii) all advances of principal and interest payments required by Applicable Requirements, and (b) has properly prepared and timely submitted to each Agency all reports in connection with such payments required by Applicable Requirements.

(t)                                     All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments and ground rents relating to the Defended Loans that were due on or prior to the Agency Delivery Date have been timely paid by the Subservicer or a prior servicer in compliance with Accepted Servicing Practices to the extent such items are required to have been paid pursuant to Applicable Requirements and there is no lien against the Mortgaged Property with respect such items. (u)                                  To the best of the Subservicer’s knowledge, there exists no physical damage to any Mortgaged Property from fire, flood, mold, windstorm, earthquake, tornado, hurricane or any other similar casualty, which physical damage is not adequately insured against or would materially and adversely affect the value or marketability of any Defended Loan, the Servicing Rights, any Mortgaged Property or the eligibility of any such Defended Loan for insurance benefits by any related insurer. To the best of the Subservicer’s knowledge, there is no proceeding pending for the total or partial condemnation of, or eminent domain with respect to, any Mortgaged Property. (v)                                  No fraudulent action has occurred on the part of Subservicer, originator, any prior servicer or, to the best of Subservicer’s knowledge, any other Person (including without limitation any borrower, appraiser, builder or developer, credit reporting agency, settlement agent, realtor, broker or correspondent) in connection with the origination and/or servicing of any Defended Loan, any Agency requirements or the application of any insurance proceeds with respect to a Defended Loan or the Mortgaged Property. (w)                                To the Subservicer’s knowledge, no Mortgagor is, or at any time on or after the date the related Mortgage Note was executed has been, identified by the Office of Foreign Assets Control of the United States Department of Treasury as a specially designated national or blocked person. (x)                                  Solely with respect to any Additional Loan, as of the Agency Delivery Date, there is no Additional Loan for which the Subservicer has chosen not to exercise the Subservicer’s right to repurchase such Additional Loan from the mortgage pool associated with this sale contemplated by this Agreement. (y)                                  With respect to any Servicing Rights solely related to any Additional Loan, the Subservicer used no adverse selection procedures in selecting the Servicing Rights from among the outstanding first-lien residential mortgage loan Servicing Rights owned by it which were available for inclusion on the related Agency Delivery Date.

(z)                                   With respect to each Defended Loan, Subservicer has no actual notice, including   C-4. EXHIBIT D (Data Tape Fields)   1. Loan Number 2. Agency Final UPB (when svg transferred) 4. Settlement UPB 5. UPB Difference Note Rate 6. Net Service Fee 7.

Pricing Date 8. Exclusion Reason 10. FICOSCOREBLENDED LTV 11. Original Loan Amount 12. Remittance Type 13.

HARPFLAG 14. GN1 vs GN II Indicator 15. Escrow Flag 17. Investor Fund Date 18.

Program Number 19. Custodian 20. Agency Loan Type 21. ARM Max Rate 22. ARM MIN RATE 23. ARM Index used 24. ARMInitialChangeCap 25.

ARM Life Adjustment Cap 26. ARM Margin 27. ARM Periodic Change Cap 28. Escrow Balance Balloon Flag 29. Borrower Name 30. Original CLTV 31. Calculated LTV 32.

First Payment Due Date 33. Original Maturity Date 34. Next Payment Due Date 35. Origination Date 36. Interest Only Term 39.

Lien Position 40. Investor Loan Number 41. Loan Purpose 42. Mortgage Insurance Co 43. Mortgage Insurance Coverage Percentage   D-1. Original Occupancy Status 45.

Origination Channel 46. Monthly T and I Payment 47. Monthly P and I Payment 48. Address Number of Colateral Property 49. Address Str Name of Colateral Property 50.

City of the Collateral Property 51. Property type 52. Number of Units 53. Zip Code of Collateral Property 54. Term of Loan at Origination 55. Original Appraisal Value 56.

Original Purchase Price of Property 57. TANDIMONTHLYAMOUNT 58. Loan Mod Flag 59. Origination Pricing Date 60. Relo Flag 61. Prior Loan Number 62.

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Foreclosure Flag 63. Bankruptcy Flag 64. Litigation Flag 65.

60 Days Late 66. Included in Transfer? Pool Number 68. ARMINDICATOR 69.

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Prior Loan Svg Strip 70. Svg Pricing Grid (30 / 15 / ARM) 71. Prior Loan Payoff Amount 72. Transfer type 73. Delivery date 74. Transfer status 75.

Consumer Financial Protection Bureau Director Richard Cordray issued a decision in the first appeal of a Bureau administrative enforcement proceeding. The director’s decision concludes that PHH Corp., a mortgage lender, illegally referred consumers to mortgage insurers in exchange for kickbacks. He also issued a final order that prohibits PHH from violating the law and requires it to pay $109 million to the bureau. Cordray issued a decision upholding in part, and reversing in part, Administrative Law Judge Cameron Elliot’s November 2014 Recommended Decision, which held that PHH violated the Real Estate Settlement Procedures Act when it accepted kickbacks for loans that closed on or after July 21, 2008.

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Those kickbacks took the form of mortgage reinsurance premiums that the mortgage insurers paid to a subsidiary of PHH. A spokesperson for PHH Mortgage issued the following statement today. “We strongly disagree with the decision of the Director. We believe this decision is inconsistent with the facts and is not in accord with well-settled legal principles and interpretations. We continue to believe we complied with RESPA and other laws applicable to our mortgage reinsurance activities,” the statement from PHH reads.

“The Company did not provide reinsurance on loans originated after 2009. We intend to file an appeal to the United States Court of Appeals. While there can be no assurances as to the final outcome of any such appeal, we believe our appeal will be successful and, as a result, are not adjusting our previously issued earnings guidance for this matter.” Cordray’s decision held that PHH violated RESPA every time it accepted a kickback payment on or after July 21, 2008 – going beyond Judge Elliot’s ruling, which had limited PHH’s violations to kickbacks that were connected with loans that closed on or after July 21, 2008. Cordray issued a final order that requires PHH to disgorge $109 million – all the reinsurance premiums it received on or after July 21, 2008. The order also bars PHH from violating the provision of RESPA that forbids kickbacks. In addition, it prohibits PHH from referring any consumer to a provider of a real estate settlement service if that provider has agreed to purchase any service from, or make any payment to, PHH, and if that purchase or payment is triggered by the referral.

In issuing his decision and final order, Cordray denied the appeal filed by respondents PHH Corp., PHH Mortgage Corp., PHH Home Loans LLC, Atrium Insurance Corp., and Atrium Reinsurance Corp. He also granted in part, and denied in part, an appeal filed by the Bureau’s enforcement counsel.