Form 8-K

8-K — Rithm Capital Corp.

Accession: 0001104659-26-061287

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001556593

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 14, 2026

Rithm Capital Corp.

(Exact name of registrant as specified in its

charter)

Delaware

(State or other jurisdiction of incorporation)

001-35777

45-3449660

(Commission File Number)

(IRS Employer Identification No.)

799 Broadway New York New York

10003

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code (212) 850-7770

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class:

Trading

Symbols:

Name of each exchange on which

registered:

Common Stock, $0.01 par value per share

RITM

New York Stock Exchange

7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

RITM PR A

New York Stock Exchange

7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

RITM PR B

New York Stock Exchange

6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

RITM PR C

New York Stock Exchange

7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock

RITM PR D

New York Stock Exchange

8.750% Series E Fixed-Rate Cumulative Redeemable Preferred Stock

RITM PR E

New York Stock Exchange

8.750% Series F Fixed-Rate Reset Cumulative Redeemable Preferred Stock

RITM PR F

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On May 14, 2026, Rithm Capital Corp. (the “Company”)

closed its previously announced private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031

(the “2031 Senior Notes”). The 2031 Senior Notes were issued pursuant to an indenture, dated as of May 14, 2026 (the “Indenture”),

between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company is filing the Indenture and the form of

the 2031 Senior Notes as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

The 2031 Senior Notes are senior unsecured obligations

of the Company and rank equal in right of payment with all existing and future senior unsecured indebtedness of the Company and senior

in right of payment to all of the existing and future subordinated indebtedness of the Company. The 2031 Senior Notes are effectively

subordinated to all existing and future secured obligations of the Company to the extent of the value of the assets securing such obligations,

and are structurally subordinated to the liabilities and preferred stock of each subsidiary of the Company that does not guarantee the

2031 Senior Notes. The 2031 Senior Notes are not guaranteed initially by any of the Company’s subsidiaries or any third party.

The 2031 Senior Notes will bear interest at a rate

of 8.500% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026, to persons

who are registered holders of the 2031 Senior Notes on the immediately preceding May 15 and November 15, respectively.

Among other things, the Indenture limits the ability

of the Company and its restricted subsidiaries to incur certain indebtedness (subject to various exceptions of Permitted Indebtedness

(as defined in the Indenture)), requires that the Company maintain Total Unencumbered Assets (as defined in the Indenture) of not less

than 120% of the aggregate principal amount of the outstanding Unsecured Indebtedness (as defined in the Indenture) of the Company and

its subsidiaries and imposes certain requirements in order for the Company to merge or consolidate with or transfer all or substantially

all of its assets to another person, in each case subject to certain qualifications set forth in the Indenture.

In the event of a Change of Control or Mortgage

Business Triggering Event (each as defined in the Indenture), each holder of the 2031 Senior Notes will have the right to require the

Company to repurchase all or any part of that holder’s 2031 Senior Notes at a purchase price of 101% of the principal amount of

the 2031 Senior Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.

The 2031 Senior Notes will mature on June 1, 2031.

Prior to June 1, 2028, the Company may redeem some or all of the 2031 Senior Notes at a redemption price equal to 100% of the principal

amount of the 2031 Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date,

plus a “make-whole” premium. On or after June 1, 2028, the Company may redeem some or all of the 2031 Senior Notes at any

time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i)

104.250% beginning on June 1, 2028, (ii) 102.125% beginning on June 1, 2029 and (iii) 100.000% beginning on June 1, 2030 and thereafter,

plus, in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time

on or prior to June 1, 2028, the Company may redeem up to 40% of the aggregate principal amount of the 2031 Senior Notes using net proceeds

from certain equity offerings at a redemption price equal to 108.500% of the principal amount of the 2031 Senior Notes redeemed, plus

accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The foregoing descriptions of the Indenture and

the 2031 Senior Notes do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full texts

of the Indenture and the form of the 2031 Senior Notes, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and

incorporated herein by reference.

The 2031 Senior Notes have not been registered

under the Securities Act of 1933, as amended, or any state securities laws, and, unless so registered, may not be offered or sold in the

United States absent registration or an applicable exemption from registration requirements.

The Company intends to use the net

proceeds from this offering for general corporate purposes, which may include the repayment of certain indebtedness.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 is incorporated

by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being

filed herewith:

No.

Description

4.1

Indenture, dated May 14, 2026, between Rithm Capital Corp. and U.S. Bank Trust Company, National Association, as trustee.

4.2

Form of Rithm Capital Corp.’s 8.500% senior unsecured notes due 2031 (included in Exhibit 4.1 hereto).

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2026

Rithm Capital Corp.

/s/ Nicola Santoro, Jr.

Nicola Santoro, Jr.

Chief Financial Officer and Chief Accounting Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2614530d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution

Version

INDENTURE

Dated as of May 14, 2026

between

RITHM CAPITAL CORP.,

as Issuer,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

8.500% Senior Notes due 2031

TABLE OF CONTENTS

Page

Article 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.03

Inapplicability of Trust Indenture Act

Section 1.04

Rules of Construction

Article 2

THE NOTES

Section 2.01

Amount of Notes Unlimited

Section 2.02

Form and Dating; Denominations

Section 2.03

Execution and Authentication

Section 2.04

Registrar and Paying Agent

Section 2.05

Paying Agent To Hold Money in Trust

Section 2.06

Holder Lists

Section 2.07

Transfer and Exchange

Section 2.08

Replacement Notes

Section 2.09

Outstanding Notes

Section 2.10

Treasury Notes

Section 2.11

Temporary Notes

Section 2.12

Cancellation

Section 2.13

Defaulted Interest

Section 2.14

CUSIP and ISIN Numbers

Section 2.15

Book-Entry Provisions for Global Notes

Article 3

REDEMPTION

Section 3.01

Notices to Trustee

Section 3.02

Selection of Notes To Be Redeemed

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of Redemption

Section 3.05

Conditions to Redemption

Section 3.06

Deposit of Redemption Price

Section 3.07

Notes Redeemed in Part

Article 4

COVENANTS

Section 4.01

Payment of Notes

Section 4.02

Maintenance of Office or Agency

Section 4.03

Compliance Certificate; Notice of Default

Section 4.04

Waiver of Stay, Extension or Usury Laws

Section 4.05

Suspension of Covenants and Guarantees

Section 4.06

Change of Control; Mortgage Business Triggering Event

Section 4.07

Limitation on Incurrence of Additional Indebtedness

Section 4.08

Maintenance of Total Unencumbered Assets

Section 4.09

Reports to Holders

Section 4.10

Future Guarantees

-i-

Article 5

MERGER AND CONSOLIDATION

Section 5.01

Merger, Consolidation and Sale of Assets

Article 6

DEFAULTS AND REMEDIES

Section 6.01

Events of Default

Section 6.02

Acceleration

Section 6.03

Other Remedies

Section 6.04

Waiver of Past Defaults

Section 6.05

Control by Majority

Section 6.06

Limitation on Suits

Section 6.07

Rights of Holders to Receive Payment

Section 6.08

Collection Suit by Trustee

Section 6.09

Trustee May File Proofs of Claim

Section 6.10

Priorities

Section 6.11

Undertaking for Costs

Article 7

TRUSTEE

Section 7.01

Duties of Trustee

Section 7.02

Rights of Trustee

Section 7.03

Individual Rights of Trustee

Section 7.04

Trustee’s Disclaimer

Section 7.05

Notice of Defaults

Section 7.06

[Reserved]

Section 7.07

Compensation and Indemnity

Section 7.08

Replacement of Trustee

Section 7.09

Successor Trustee by Merger

Section 7.10

Eligibility; Disqualification

Article 8

DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01

Discharge of Liability on Notes

Section 8.02

Legal Defeasance and Covenant Defeasance

Section 8.03

Conditions to Legal Defeasance and Covenant Defeasance

Section 8.04

Application of Trust Money

Section 8.05

Repayment to the Company

Section 8.06

Reinstatement

Section 8.07

Indemnity for Government Obligations

-ii-

Article 9

AMENDMENTS

Section 9.01

Without Consent of Holders

Section 9.02

With Consent of Holders

Section 9.03

[Reserved]

Section 9.04

Revocation and Effect of Consents and Waivers

Section 9.05

Notation on or Exchange of Notes

Section 9.06

Trustee To Sign Amendments

Article 10

GUARANTEES

Section 10.01

Unconditional Guarantee

Section 10.02

Benefits Acknowledged

Section 10.03

Limitation on Guarantor Liability

Section 10.04

Notation of Guarantee Not Required

Section 10.05

Release of a Guarantor; Termination of Guarantees

Section 10.06

Subrogation

Section 10.07

Waiver

Section 10.08

No Obligation To Take Action Against the Company

Section 10.09

Default and Enforcement

Section 10.10

Amendment, Etc.

Section 10.11

Costs and Expenses

Article 11

MISCELLANEOUS

Section 11.01

[Reserved]

Section 11.02

Notices

Section 11.03

[Reserved]

Section 11.04

Certificate and Opinion as to Conditions Precedent

Section 11.05

Statements Required in Certificate or Opinion

Section 11.06

Rules by Trustee, Paying Agent and Registrar

Section 11.07

Business Day

Section 11.08

Governing Law

Section 11.09

No Recourse Against Others

Section 11.10

Successors

Section 11.11

Multiple Originals

Section 11.12

Table of Contents; Headings

Section 11.13

Force Majeure

Section 11.14

Severability

Section 11.15

USA PATRIOT Act

Section 11.16

No Adverse Interpretation of Other Agreements

Section 11.17

Applicable Tax Law

Section 11.18

Waiver of Jury Trial

Section 11.19

Submission to Jurisdiction

-iii-

Appendix A — Transfer Restrictions

Exhibit A —

Form of Note

Exhibit B —

Form of Supplemental Indenture

Exhibit C —

Form of Transfer Certificate for Transfer or Exchange from Rule 144A Global Note to Regulation S Global Note prior to the Expiration of the Distribution Compliance Period

Exhibit D —

Form of Transfer Certificate for the Transfer or Exchange from Rule 144A Global Note to Regulation S Global Note after the Expiration of the Distribution Compliance Period

Exhibit E —

Form of Transfer Certificate for Transfer or Exchange from Regulation S Global Note to Rule 144A Global Note prior to the Expiration of the Distribution Compliance Period

Exhibit F —

Form of Transfer Certificate for Other Transfers and Exchanges

Note: This Table of Contents shall not, for any purpose, be deemed

to be part of this Indenture.

-iv-

INDENTURE dated as of May 14, 2026 (this

“Indenture”) between RITHM CAPITAL CORP., a Delaware corporation (the “Company”), and U.S. BANK

TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).

Each party hereto agrees as follows for the benefit

of the other party and for the equal and ratable benefit of the Holders of the Company’s 8.500% Senior Notes due 2031 to be issued,

from time to time, as provided in this Indenture:

Article 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01      Definitions.

“Acquired Indebtedness” means

Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary of the Company or at the time

it merges or consolidates with or into the Company or any of its Subsidiaries or assumed by the Company or any of its Subsidiaries in

connection with the acquisition of assets from such Person and in each case whether or not incurred by such Person in connection with,

or in anticipation or contemplation of, such Person becoming a Subsidiary of the Company or such merger, consolidation or acquisition.

Acquired Indebtedness shall be deemed to have been incurred on the date such Person becomes a Subsidiary of the Company or merges or

consolidates with or into the Company or any of its Subsidiaries or the date of the assumption of such Indebtedness by the Company or

any of its Subsidiaries, as applicable.

“Additional Notes” means additional

8.500% Senior Notes due 2031 issued under this Indenture after the Issue Date.

“Affiliate” means, with respect

to any specified Person, any other Person who, directly or indirectly, through one or more intermediaries, controls, or is controlled

by, or is under common control with, such specified Person. As used in the immediately preceding sentence and in the definition of “Subsidiary,”

the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms

“controlling” and “controlled” have meanings correlative of the foregoing.

“Asset Management Entity” means

each of (i) Rithm Asset Management LLC, (ii) Sculptor Capital Management Inc., (iii) Crestline Management, L.P., (iv) Rithm

Capital Advisors LLC, (v) Rithm Property Management LLC, (vi) RCM GA Manager LLC, (vii) Rithm PGRE Aggregator L.P., (viii) Rithm

PGRE Aggregator II L.P., (ix) any other Subsidiary of the Company (whether formed by the Company or acquired by the Company) that

is, or is a direct or indirect holding company for, an investment advisor or relying advisor pursuant to the Investment Advisers Act

of 1940, as amended, or under state or foreign laws and (x) in each case, any direct or indirect Subsidiary thereof.

“Agent” means any Registrar,

Paying Agent or co-Registrar.

“Bankruptcy Law” means Title

11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

“Board of Directors” means,

as to any Person, the board of directors, managers or trustees or other governing body of such Person (or, if such Person is a partnership

or limited liability company that does not have such a governing body, the board of directors, managers or trustees or other governing

body of any direct or indirect general partner of such partnership or of any direct or indirect managing member or other managing Person

of such limited liability company) or any duly authorized committee thereof.

“Business Day” means each Monday,

Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York or the place of payment

are authorized or obligated by law or executive order to close.

“Capital Stock” means:

(1)           with

respect to any Person other than a business trust, any and all shares, interests, participations or other equivalents (however designated

and whether or not voting) of or in its corporate stock or, if such Person is not a corporation, its equity; and

(2)           with

respect to any Person that is a business trust, any and all beneficial ownership interests (however designated and whether or not voting)

in such Person;

in each case including each class or series of Common Stock and Preferred

Stock of such Person but in each case excluding any Indebtedness (other than Indebtedness of the type under clause (9) of the definition

of “Indebtedness”) or debt securities convertible into or exchangeable for, or any options, warrants, contracts or other

securities (including derivative instruments) exercisable or exchangeable for, convertible into or otherwise for or relating to the purchase

or sale of, any of the items referred to in clauses (1) or (2) above.

“Cash Management Obligations”

means obligations of the Company or any Subsidiary of the Company in relation to (1) treasury, depository or cash management services,

arrangements or agreements (including, without limitation, credit, debt or other purchase card programs and intercompany cash management

services) or any automated clearinghouse (“ACH”) transfers of funds (including reimbursement and indemnification obligations

with respect to letters of credit or similar instruments), and (2) netting services, overdraft protections, controlled disbursement,

ACH transactions, return items, interstate deposit network services, supplier services, cash pooling and operational foreign exchange

management, Society for Worldwide Interbank Financial Telecommunication transfers and similar programs.

“Change of Control” means:

(1)           the

Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy or written

notice, the accuracy of which has been confirmed by the Company) that any “person” or “group” of related persons

(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), other than the Company,

any of its Subsidiaries or one or more Permitted Holders, is or has become the “beneficial owner” (as defined in Rules 13d-3

and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of Voting Stock of the Company representing

more than 50% of the combined voting power of all of the outstanding Voting Stock of the Company;

(2)           the

sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction),

in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries,

taken as a whole (other than the sale, assignment, transfer, lease, conveyance or other disposition of Securitization Assets, Repurchase

Agreement Assets, Investments or other securities or assets, in each case in the ordinary course of business or consistent with

past practice) to any Person (other than the Company, one or more Subsidiaries of the Company or one or more Permitted Holders); or

(3)           the

sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction

of the Company), in one transaction or a series of related transactions, of the Mortgage Business of the Company (and which, for the

avoidance of doubt, would exclude the sale, assignment, transfer, lease, conveyance or other disposition of Securitization Assets, Repurchase

Agreement Assets, Investments or other securities or assets, in each case in the ordinary course of business or consistent with

past practice).

-2-

Notwithstanding the foregoing, (I) a transaction

will not be deemed to be a Change of Control if (1) the Company becomes a direct or indirect Wholly Owned Subsidiary of a parent

entity and (2) either (A) the direct or indirect holders of the outstanding Voting Stock of such parent entity immediately

following that transaction are substantially the same as the holders of the outstanding Voting Stock of the Company (or another parent

entity of which the Company is a Wholly Owned Subsidiary) immediately prior to that transaction (and in substantially the same proportion

as immediately prior to that transaction) or (B) as a result of such transaction, no Person (other than a parent entity satisfying

the requirements of this sentence) becomes the beneficial owner, directly or indirectly, of more than 50% of the combined voting power

of all of the outstanding Voting Stock of such parent entity and (II) the reference in clauses (2) and (3) of the immediately

preceding paragraph to sales, assignments, transfers, leases, conveyances or other dispositions of Securitization Assets, Repurchase

Agreement Assets, Investments or other securities or assets in the ordinary course of business or consistent with past practice

shall include, without limitation, any sales, assignments, transfers, leases, conveyances or other dispositions of Securitization Assets,

Repurchase Agreement Assets, Investments or other securities or assets (1) that are made (x) to any Securitization Entity

for the purpose of enabling such Securitization Entity to securitize the assets so sold, assigned, transferred, leased, conveyed or disposed

of or enabling such Securitization Entity to issue Non-Recourse Indebtedness secured by such assets or to enter into any Repurchase Agreements

with respect to such assets or (y) to any Person pursuant to a Repurchase Agreement that is otherwise permitted (or not prohibited)

by this Indenture, under which such Person is a buyer of Repurchase Agreement Assets, and (2) that the Company in good faith determines

to be consistent with past practice of the Company or any of its Subsidiaries or to reflect customary or accepted practice in the businesses,

industries or markets in which the Company or any of its Subsidiaries operates or reasonably expects to operate or that reflect reasonable

extensions, evolutions or developments of any of the foregoing (including, without limitation, by way of new transactions or structures),

and as a result, none of the foregoing shall constitute a Change of Control.

“Commodity Agreement” means

any commodity futures contract, commodity swap, commodity option or other similar agreement or arrangement designed to protect against

fluctuations in the price of commodities or to otherwise manage commodity prices or the risk of fluctuations in commodity prices.

“Common Stock” means, with

respect to (a) any Person other than a business trust, any and all shares, interests, participations or other equivalents (however

designated and whether voting or non-voting) of or in such Person’s common stock or, if such Person is not a corporation, its common

equity or (b) any Person that is a business trust, any and all common beneficial ownership interests (however designated and whether

voting or non-voting) in such Person, in each case including, without limitation, all series and classes of such common stock, other

common equity or common beneficial ownership interests, as the case may be, but in each case excluding any Indebtedness (other than Indebtedness

of the type under clause (9) of the definition of “Indebtedness”) or debt securities convertible into or exchangeable

for, or any options, warrants, contracts or other securities (including derivative instruments) exercisable or exchangeable for, convertible

into or otherwise for or relating to the purchase or sale of, any of the foregoing. The determination of whether any beneficial ownership

interests or equity constitute common beneficial ownership interest or common equity, respectively, shall be made by the Company in good

faith.

“Company” means the Person

named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant

to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Consolidated Net Worth” of

any Person means, as of any determination date, the Consolidated Shareholders’ Equity (or, if such Person is not a corporation,

the consolidated equity interests of its partners, members or other equity owners), including common equity and preferred equity, of

such Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, less (without duplication) amounts attributable

to Disqualified Capital Stock of such Person and Capital Stock of such Person’s consolidated Subsidiaries not owned, directly or

indirectly, by such Person.

“Consolidated Non-Funding Debt”

means, with respect to any Person as of any determination date, an amount equal to the sum of (a) the aggregate amount of all outstanding

Non-Funding Indebtedness for borrowed money of such Person and its Subsidiaries and obligations in respect of Financing Lease Obligations

that constitute Non-Funding Indebtedness, plus (b) the amount of all outstanding Disqualified Capital Stock of such Person

and all outstanding Preferred Stock issued by any Subsidiary of such Person (such amounts determined in accordance with the definition

of “Indebtedness”) that constitutes Non-Funding Indebtedness, in each case calculated on a consolidated basis in accordance

with GAAP; provided that, for purposes of Section 4.08, Consolidated Non-Funding Debt shall exclude all outstanding Preferred Stock

issued by any Subsidiary of such Person.

-3-

“Consolidated Non-Funding Debt to Equity

Ratio” means, with respect to any Person on any determination date, the ratio of (x) Consolidated Non-Funding Debt of

such Person as of such determination date to (y) the Consolidated Shareholders’ Equity (or, if such Person is not a corporation,

the consolidated equity interests of its partners, members or other equity owners) of such Person as of such determination date. In the

event that the Company or any Subsidiary incurs, issues, assumes, Guarantees, redeems, defeases, retires or extinguishes any Consolidated

Non-Funding Debt (other than Consolidated Non-Funding Debt incurred under any revolving credit facility unless such Indebtedness has

been permanently repaid and has not been replaced), issues or redeems Disqualified Capital Stock or Preferred Stock or consummates a

Mortgage Business Capital Raise subsequent to the date of the most recent consolidated balance sheet for which the Consolidated Non-Funding

Debt to Equity Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated

Non-Funding Debt to Equity Ratio is made (the “Consolidated Non-Funding Debt to Equity Ratio Calculation Date”), then

the Consolidated Non-Funding Debt to Equity Ratio shall be calculated giving pro forma effect to such incurrence, issuance, assumption,

guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness or Mortgage Business Capital Raise as if the same had

occurred prior to such determination date; provided, however, that the pro forma calculation shall not give effect to any

Indebtedness incurred on such determination date (or the proceeds thereof) pursuant to the provisions described in the definition of

“Permitted Indebtedness.”

For purposes of making the computation referred

to above, (a) any Investments, acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by

the Company or any of its Subsidiaries on or prior to or simultaneously with the Consolidated Non-Funding Debt to Equity Ratio Calculation

Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations

and disposed or discontinued operations had occurred prior to the Consolidated Non-Funding Debt to Equity Ratio Calculation Date and

(b) notwithstanding anything herein to the contrary, following a Mortgage Business Capital Raise, for purposes of determining Consolidated

Shareholders’ Equity and Consolidated Non-Funding Debt, any Mortgage Business Entity included in any such computation shall be

limited to the direct and indirect retained equity interest of the Company and its Subsidiaries (other than any other Mortgage Business

Entity) in such Mortgage Business Entity.

For purposes of this definition, whenever pro

forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting

officer of the Company.

“Consolidated Shareholders’ Equity”

means, with respect to any Person as of any determination date, the total equity (capital), shareholders’ equity or partners’

capital, as applicable, as shown on the most recent consolidated balance sheet of such Person and its Subsidiaries that is internally

available, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Consolidated

Non-Funding Debt to Equity Ratio. For the avoidance of doubt, Consolidated Shareholders’ Equity includes both common and preferred

equity.

“Control Investment Affiliate”

means, as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common

control with, such Person and (b) exists primarily for the purpose of making equity or debt investments in one or more companies.

For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction

of the management and policies of such Person, whether by contract or otherwise.

“Convertible Notes” means debt

securities, the terms of which provide for conversion into, or exchangeable for, Capital Stock, cash in lieu thereof and/or a combination

of Capital Stock and cash in lieu thereof.

“Corporate Trust Office” means

the corporate trust office of the Trustee located at U.S. Bank Trust Company, National Association, 60 Livingston Ave, Saint Paul, MN

55107, or such other office designated by the Trustee by written notice to the Company, at which at any particular time its corporate

trust business shall be administered.

“Credit Enhancement Agreements”

means, collectively, any documents, instruments, guarantees or agreements entered into by the Company, any of its Subsidiaries or any

Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by the Company) with respect

to any Permitted Funding Indebtedness or Permitted Securitization Indebtedness.

-4-

“Credit Facilities” means,

with respect to the Company or any Subsidiary of the Company, any debt, loan, credit, warehousing, securitization or repurchase facilities

or agreements (including, without limitation, Repurchase Agreements), commercial paper or overdraft facilities or agreements, indentures,

or other instruments and agreements (any or all of which may be outstanding at the same time), in each case with banks or other lenders,

financial institutions, brokers, dealers, trustees, agents, buyers, sellers or other Persons, and any notes, bonds, debentures or similar

instruments, in each case providing for, evidencing, creating or pursuant to which there may be incurred, issued, evidenced, secured

or created revolving credit loans, term loans, debt securities, receivables financing (including through the sale of receivables to banks,

lenders, investors or other Persons or to special-purpose entities formed to borrow from banks, lenders, investors or other Persons against

such receivables), securitizations, letters of credit, sales and repurchases of Investments or other securities or assets, or other Indebtedness,

together in each case with any and all existing and future documents related thereto (including, without limitation, any promissory notes,

security agreements, intercreditor agreements, mortgages, other collateral documents, guarantees and letters of credit), in each case

whether in effect on the Issue Date or entered into or assumed thereafter and in each case as the same may have been or may be amended,

restated, amended and restated, supplemented, modified, renewed, extended, refunded, refinanced, restructured or replaced in any manner

(whether before, upon or after termination or otherwise and including by means of sales of debt securities to investors or other Persons)

in whole or in part from time to time (including successive amendments, restatements, amendments and restatements, supplements, modifications,

renewals, extensions, refundings, refinancings, restructurings or replacements of any of the foregoing, including into one or more debt,

loan, credit, warehousing, securitization or repurchase facilities or agreements, commercial paper or overdraft facilities or agreements,

indentures or other instruments or agreements, and also including by means of sales of debt securities to investors or other Persons)

and including any of the foregoing changing the maturity, amount, committed amount or other terms thereof, changing (in whole or in part)

revolving credit facilities to term loan facilities and vice versa, and whether or not with the original or other buyers, sellers, borrowers,

issuers, guarantors, agents, lenders, financial institutions, brokers, dealers, trustees, investors or other parties.

“Currency Agreement” means

any foreign exchange contract, currency swap agreement or other agreement or arrangement designed to protect against fluctuations in

currency values or otherwise manage currency exchange rates or currency exchange rate risk.

“Custodian” means any receiver,

trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

“Default” means an event or

condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Depositary” means DTC or any

successor depositary for the Global Notes.

“Derivative Instrument” with

respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such

Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in

the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or

cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the

creditworthiness of the Company and/or any one or more of the Guarantors (the “Performance References”).

“Disqualified Capital Stock”

means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it

is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event:

(1)           matures

or is mandatorily redeemable in each case for cash or in exchange for Indebtedness (pursuant to a sinking fund obligation or otherwise);

(2)           is

redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of such Capital Stock in whole or in

part,

-5-

in each case on or prior to the earlier of (a) the stated maturity

date of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that (i) only the

portion of such Capital Stock which so matures or is mandatorily redeemable or is so redeemable or repurchasable at the option of the

holder thereof prior to the earlier of such dates will be deemed to be Disqualified Capital Stock, (ii) any Capital Stock that would

constitute Disqualified Capital Stock solely because the holders thereof have the right to require such Person to redeem, repay, exchange

or repurchase such Capital Stock upon the occurrence of a Change of Control, Mortgage Business Triggering Event, fundamental change or

similar event (howsoever defined or referred to) shall not constitute Disqualified Capital Stock if any such redemption, repayment, exchange

or repurchase obligation is subject to compliance by the relevant Person with Section 4.06 of this Indenture, (iii) any options,

warrants and contracts (including derivative instruments) exercisable or exchangeable for, convertible into or otherwise for or relating

to the purchase or sale of Capital Stock, and any securities (other than Capital Stock) convertible into or exchangeable for any shares

of Capital Stock, shall not constitute Disqualified Capital Stock, (iv) Capital Stock will not be deemed to be Disqualified Capital

Stock as a result of provisions in any stock option plan, restricted stock plan, or other equity incentive plan or any award or agreement

issued or entered into thereunder that requires such Person or any of its Subsidiaries, or gives any current or former employee, director

or consultant or their heirs, executors, administrators or assigns the right to require such Person or any of its Subsidiaries, to purchase,

redeem or otherwise acquire or retire for value or otherwise Capital Stock or any other equity awards (including, without limitation,

options, warrants or other rights to purchase or acquire Capital Stock, restricted stock and restricted stock units) issued or issuable

under any such plan, award or agreement; and (v) Capital Stock will not constitute Disqualified Capital Stock to the extent that

such Person or any of its Subsidiaries has the option of paying for such Capital Stock at maturity, upon mandatory redemption, or upon

any redemption, exchange or repurchase at the option of the holder of such Capital Stock, as the case may be, with Capital Stock (other

than Disqualified Capital Stock) of such Person, any other Person of which such Person is a Subsidiary or any of their respective Subsidiaries.

“Domestic Subsidiary” means,

with respect to any Person, any Subsidiary of such Person other than a Foreign Subsidiary.

“DTC” means The Depository

Trust Company.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended.

“Excluded Subsidiary” means

any of the following Subsidiaries of the Company, whether any such Subsidiary is in existence on the Issue Date or is formed or acquired

or becomes a Subsidiary of the Company thereafter: (i) a Subsidiary of the Company that is prohibited, in the good faith judgment

of the Company, from providing a Guarantee of the Notes or from incurring or having Indebtedness by any law, rule or regulation,

or by any judgment, order, decree, pronouncement, interpretation or other action of any court, government, or governmental or administrative

authority or official or arbitrator having jurisdiction over such Subsidiary or the Company, (ii) any Subsidiary of the Company

that, in the good faith judgment of the Company, is prohibited from providing a Guarantee of the Notes or from incurring or having Indebtedness

by any instrument or agreement (as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time)

to which the Company or any Subsidiary of the Company is a party or by which any of them is bound or by any Organizational Documents

(as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time) of any such Subsidiary or (iii) any

Subsidiary of the Company if its providing a Guarantee of the Notes would require or would be reasonably likely to require, in the good

faith judgment of the Company, the Company or any Subsidiary of the Company to register as an “investment company” under

the Investment Company Act or would cause or would be reasonably likely to cause, in the good-faith judgment of the Company, the Company

or any Subsidiary of the Company to become subject to regulation under the Investment Company Act. For purposes of clarity, it is understood

and agreed that a Subsidiary of the Company that is not an Excluded Subsidiary may at any time become an Excluded Subsidiary in accordance

with the provisions of the foregoing sentence.

“Existing 2029 Notes” means

the Company’s 8.000% senior unsecured notes due 2029.

“Existing 2030 Notes” means

the Company’s 8.000% senior unsecured notes due 2030.

“fair market value” means,

with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash,

between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

Fair market value shall be determined by management of the Company in good faith.

-6-

“FASB” means the Financial

Accounting Standards Board or any successor thereto.

“Financing Lease Obligation”

means an obligation that is required to be accounted for as a finance lease (and, for the avoidance of doubt, not a straight-line or

operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP, including,

without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or

re-codified from time to time, which obligation effectively transfers control of the underlying asset and constitutes an in-substance

financed purchase of an asset, provided that the amount of any Financing Lease Obligation shall be the amount thereof accounted for as

a liability in accordance with GAAP; and provided, further and for the avoidance of doubt, the term “Financing Lease Obligation”

does not include obligations under any operating leases entered into in the ordinary course of business that do not effectively transfer

control of the underlying asset and do not represent an in-substance financed purchase of an asset under GAAP, including, without limitation,

Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or re-codified from time

to time, notwithstanding that GAAP and such accounting rules and regulations, such as Accounting Standards Codification 842, may

require that such obligations be recognized on the balance sheet of such Person as a lease liability (along with the related right-of-use

asset).

“Foreign Subsidiary” means,

with respect to any Person, (a) any Subsidiary of such Person that is not organized or existing under the laws of the United States,

any state thereof or the District of Columbia, and any Subsidiary (including any Subsidiary that would otherwise be a Domestic Subsidiary)

of such Subsidiary, (b) any Subsidiary of such Person that has no material assets (with the determination of materiality to be made

in good faith by the Company) other than Capital Stock of (or Capital Stock of and debt obligations owed or treated as owed by) one or

more Foreign Subsidiaries (or Subsidiaries thereof), and (c) any Subsidiary (including any Subsidiary that would otherwise be a

Domestic Subsidiary) of such Person that owns any Capital Stock of a Foreign Subsidiary if its providing a Guarantee of the Notes could

reasonably be expected, in the good faith judgment of the Company, to cause any earnings of such Foreign Subsidiary, as determined for

U.S. federal income tax purposes, to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for U.S.

federal income tax purposes.

“GAAP” means generally accepted

accounting principles in the United States as in effect from time to time, consistently applied; provided that, (I) notwithstanding

the foregoing but subject to clause (II) of this proviso, for purposes of determining compliance with any covenant (including the

computation under any financial covenant and any related definitions) contained in this Indenture or the amount of Indebtedness (including,

without limitation, for purposes of clause (4) of the first paragraph of Section 6.01) or other liabilities, assets, stockholders

(or other) equity, net worth, revenues, expenses or net income (loss) of any Person or any of its Subsidiaries or any other amounts appearing

in, derived from or used in compiling or preparing, the financial statements (including notes thereto) of any Person or any of its Subsidiaries,

or making any financial or accounting computation or determination relevant to any Person or any of its Subsidiaries, (a) leases

shall be classified and accounted for in accordance with FASB Accounting Standards Codification (“ASC”) 840 as in

effect on September 16, 2020, (b) Indebtedness of any Person and its Subsidiaries shall exclude the effects of ASC 825 and

ASC 470-20 (or any successor or replacement provisions thereto), as the same may be amended, modified or supplemented from time to time,

on financial liabilities, (c) the Company shall make such adjustments as it determines in good faith are necessary to remove the

impact of consolidating any variable interest entities under the requirements of ASC 810 or transfers of financial assets accounted for

as secured borrowings under ASC 860, as both of such ASC sections are in effect on September 16, 2020 and (d) if any Person

shall own, directly or indirectly, less than 100% of the outstanding Common Stock of any Subsidiary of such Person, then only a pro rata

portion of the Indebtedness, other liabilities, assets, stockholders (or other) equity, net worth, revenues, expenses or net income (loss)

of such Subsidiary or any other amounts relevant to such Subsidiary appearing in, derived from or used in compiling or preparing the

financial statements (including notes thereto) of such Subsidiary or of such Person or any of its Subsidiaries, as applicable, shall

be included for purposes of determining compliance with any such covenant or determining any such amount or making any such financial

or accounting computation or determination referred to above, such pro rata portion to be proportionate to the percentage of the outstanding

Common Stock of such Subsidiary owned, directly or indirectly, by such Person (or, at the option of such Person, proportionate to such

Person’s total direct and indirect participation or economic interests (expressed as a percentage) in the stockholders (or other)

equity or net income (loss) of such Subsidiary or in any other amount or item referred to above or relevant to such Subsidiary or any

such determination or computation) and (II) clause (I) of this proviso shall not be applicable for purposes of the Financial

Reports and other reports and information to be delivered by the Company pursuant to Section 4.09. For the avoidance of doubt, revenues,

expenses, gains and losses that are included in results of discontinued operations because of the application of ASC 205 (or any successor

or replacement provisions thereto), as the same may be amended, modified or supplemented from time to time, will be treated as revenues,

expenses, gains and losses from continuing operations.

-7-

“Global Note” means a Note

in registered global form without coupons, registered in the name of a Depositary or its nominee.

“Guarantee” means, individually,

any guarantee of the Notes by a Guarantor pursuant to the terms of this Indenture and, collectively, all such guarantees of the Notes

by Guarantors pursuant to the terms of this Indenture, in each case as any such guarantees may be amended or supplemented from time to

time.

“Guarantor” means each Domestic

Subsidiary of the Company, if any, that guarantees the payment of the Notes pursuant to the terms of this Indenture; provided

that no Excluded Subsidiary or Securitization Entity shall be deemed to be, or shall be required to become, a Guarantor; and provided,

further, that, upon release or discharge of any such Domestic Subsidiary from its Guarantee of the Notes, or upon the termination

of any such Guarantee, in accordance with this Indenture, such Domestic Subsidiary shall cease to be a Guarantor.

“Holder” means a Person in

whose name a Note is registered on the Registrar’s books.

“incur” has the meaning set

forth in Section 4.07(a). The terms “incurred” and “incurring” shall have correlative meanings.

“Indebtedness” means with respect

to any Person, without duplication:

(1)           the

principal amount of indebtedness of such Person for borrowed money;

(2)           the

principal amount of indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)           all

Financing Lease Obligations of such Person;

(4)           all

payment obligations of such Person issued or assumed as the deferred purchase price of property and all payment obligations of such Person

under conditional sale or other title retention agreements relating to assets purchased by such Person (but, in each case, excluding

trade accounts payable and other accrued liabilities arising in the ordinary course of business and any earn-out, margin posting or payment

or similar obligations and also excluding all obligations other than those relating to payment of the purchase price of the applicable

property or assets);

(5)           the

principal component of all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance

or similar credit transaction (except in each case to the extent such obligations relate to trade payables or other accrued liabilities

arising in the ordinary course of business);

(6)           guarantees

by such Person of the principal component of Indebtedness of other Persons of the types referred to in clauses (1) through (5) above

and clauses (8) and (10) below to the extent (and only to the extent) guaranteed by such referent Person;

(7)           Indebtedness

of any other Person of the type referred to in clauses (1) through (6) above which is secured by any Lien on any property or

asset of such referent Person, the amount of such Indebtedness of such referent Person being deemed to be the lesser of the fair market

value of such property or asset and the amount of the Indebtedness of such other Person so secured;

-8-

(8)           all

net payment obligations of such Person under Commodity Agreements, Currency Agreements and Interest Rate Agreements of such Person;

(9)           all

outstanding Disqualified Capital Stock issued by such Person, and all outstanding Preferred Stock issued by any Subsidiary of such Person,

with the amount of Indebtedness represented by such Disqualified Capital Stock or Preferred Stock being equal to the greater of its voluntary

or involuntary liquidation preference and, if such Disqualified Capital Stock or Preferred Stock is subject to repurchase at the option

of holder, its maximum fixed repurchase price (or, if such Disqualified Capital Stock or such Preferred Stock does not have a liquidation

preference or a maximum fixed repurchase price, its estimated repurchase price as determined by the Company in good faith), but excluding

in each case accrued dividends and premium, if any (for purposes of this clause (9), “fixed repurchase price” shall

mean a price specified as a fixed amount in U.S. dollars or other applicable currency); and

(10)         all

repurchase obligations (excluding accrued interest or any portion of such obligations representing accrued interest) of such Person under

Repurchase Agreements to which it is party.

For purposes of determining the amount of Indebtedness

under any covenants, definitions or other provisions of this Indenture, (a) guarantees of, and obligations in respect of letters

of credit, bankers’ acceptances and other similar instruments relating to, or Liens securing, Indebtedness that is otherwise

included in the determination of a particular amount of Indebtedness shall not be included and the incurrence or creation of any such

guarantees, obligations or Liens shall not be deemed to be the incurrence of Indebtedness; (b) unless otherwise expressly provided

in this Indenture, the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the

amount of the liability in respect thereof determined in accordance with GAAP; and (c) if any Person shall own, directly or indirectly,

less than 100% of the outstanding Common Stock of any Subsidiary of such Person, then only a pro rata portion of the Indebtedness, of

such Subsidiary shall be included for purposes of determining the amount of Indebtedness of such Person and its Subsidiaries on a consolidated

basis, such pro rata portion to be determined as set forth in the definition of GAAP. For purposes of clarity, it is understood and agreed

that, anything in this Indenture to the contrary notwithstanding, Indebtedness of variable interest entities (within the meaning

of GAAP) shall not be deemed Indebtedness of any Person or any of its Subsidiaries. For purposes of determining compliance with any U.S.

dollar-denominated restriction (including, without limitation, those set forth in any definition) on the amount or incurrence of any

Indebtedness, the U.S. dollar-equivalent amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant

currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in

the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated

in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated

at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed

not to have been exceeded so long as the principal amount (or, if incurred with original issue discount, the issue price) of such Refinancing

Indebtedness does not exceed the principal amount (or if incurred with original issue discount, the accreted value) of such Indebtedness

being Refinanced plus any additional Indebtedness incurred to pay interest or dividends thereon plus the amount of any

premium (including tender premiums), defeasance costs and any fees and expenses incurred in connection with the incurrence of such Refinancing

Indebtedness; and provided, further, notwithstanding anything to the contrary set forth in Section 4.07, Section 4.08,

the definition of “Permitted Indebtedness” or elsewhere in this Indenture, the maximum amount of Indebtedness that the Company

and its Subsidiaries may incur pursuant to Section 4.07 and such definition shall not be deemed to be exceeded, nor shall the Company

be deemed to have breached its obligations under Section 4.08, solely as a result of fluctuations in currency exchange rates. Subject

to the foregoing, the principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency

from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which

such Refinancing Indebtedness and Indebtedness being Refinanced are denominated that is in effect on the date of such Refinancing. Unsecured

Indebtedness shall not be treated as subordinated or junior to secured Indebtedness merely because such Indebtedness is unsecured and

no senior Indebtedness shall be treated as subordinated or junior to any other senior Indebtedness solely because such Indebtedness has

a junior priority with respect to shared collateral or because it is guaranteed by other obligors. For purposes of clarity, it is understood

and agreed that, anything in this Indenture to the contrary notwithstanding, the term “Indebtedness” shall not include any

commitment to make loans, advances or other Investments, or to purchase Investments, Persons or other securities or assets.

-9-

“Indenture” means this Indenture,

as amended or supplemented from time to time.

“Independent Financial Advisor”

means any accounting firm, investment advisory firm, valuation firm, consulting firm, appraisal firm, investment bank, bank, trust company

or similar entity of recognized standing selected by the Company from time to time.

“Initial Purchasers” means

J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC.

“Insolvency Event” means, with

respect to any Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises with respect

to such Person or any part of its assets or property in an involuntary case under any applicable Insolvency Law, or appointing a receiver,

liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any part of its assets or property,

or ordering the winding-up or liquidation of such Person’s affairs, (b) the commencement by such Person of a voluntary case

under any applicable Insolvency Law, (c) the consent by such Person to the entry of an order for relief in an involuntary case under

any applicable Insolvency Law, (d) the consent by such Person to the appointment of or taking possession by a receiver, liquidator,

assignee, custodian, trustee, sequestrator or similar official for such Person or for any part of its assets or property, (e) the

making by such Person of any general assignment for the benefit of creditors, (f) the admission in a legal proceeding of the inability

of such Person to pay its debts generally as they become due or (g) the failure by such Person generally to pay its debts as they

become due.

“Insolvency Laws” means Title

11 of the United States Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership,

insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in effect affecting the rights of

creditors generally.

“Intercompany Indebtedness”

means Indebtedness of the Company or any of its Subsidiaries owing to the Company or any of its Subsidiaries.

“interest” means, with respect

to any Note, interest payable on such Note.

“Interest Payment Date” means

January 15 and July 15 of each year.

“Interest Rate Agreement” means

any interest rate swap, cap, floor, collar, hedge or similar agreements and any other agreement or arrangement designed to manage interest

rates or interest rate risk.

“Investment” means any direct

or indirect loan, loan origination or other extension of credit (including, without limitation, a guarantee), any advance or capital

contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or

use of others), any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness, any servicing rights, any

real property or interests in real property (including, without limitation, improvements, fixtures and accessions thereto and ground

leases), and any other investment assets (whether tangible or intangible), including limited and general partnership interests, finance

real estate and real estate related assets, including, but not limited to, servicing advance receivables, mortgage servicing rights or

interests in mortgage servicing rights (such as “excess mortgage servicing rights” or “rights to mortgage servicing

rights”), mortgage loans and mortgage-backed securities, consumer loans, business loans or other receivables or equity interests

in one or more entities that own any of the foregoing or interests therein. “Investment” shall exclude extensions of trade

credit in the ordinary course of business, but, unless otherwise expressly stated or the context otherwise requires, shall include acquisitions

of any of the foregoing or of any Person, whether by merger, consolidation, acquisition of Capital Stock or assets or otherwise.

“Investment Company Act” means

the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Investment Grade Rating” means

a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.

-10-

“Issue Date” means May 14,

2026.

“Lien” means any lien, mortgage,

deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention

agreement, any lease in the nature thereof and any agreement to give any security interest).

“Long Derivative Instrument”

means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which

generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or

the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Management Group” means at

any time, the Chairman of the Board of Directors, any President, any Executive Vice President, any Managing Director, any Treasurer and

any Secretary or other executive officer of the Company or any successor to the Company at such time.

“Moody’s” means Moody’s

Investors Service, Inc., and any successor to the credit rating business thereof.

“Mortgage Business” means the

mortgage origination or servicing platform business or the corresponding assets of such businesses owned or operated by the Company or

its direct and indirect Subsidiaries.

“Mortgage Business Entity”

means any direct or indirect Subsidiary of the Company whose primary business consists of the Mortgage Business.

“Mortgage Business Capital Raise”

means (1) any transaction or series of related transactions including any acquisition by, or business combination or other similar

transaction with, another entity that results in any of the Capital Stock of a Mortgage Business Entity or such other entity that following

such transaction or transactions owns or operates a Mortgage Business Entity or the Mortgage Business being publicly traded on any U.S.

national securities exchange or over-the-counter market or any analogous exchange or market, and (2) the incurrence of any Non-Funding

Indebtedness for borrowed money by a Mortgage Business Entity.

“Mortgage Business Triggering Event”

means a Rating Agency’s announcement or confirmation in writing that it has or intends to (a) withdraw its rating of the Notes

or (b) decrease its rating of the Notes to a rating at least one level lower than the rating of the Notes prior to such Mortgage

Business Triggering Event, and either (A) when announcing such decision or intent, such Rating Agency announces publicly or confirms

in writing that the reduction was primarily attributable to any event or circumstance associated with, comprised of or arising as a result

of, or in respect of, (i) a Mortgage Business Capital Raise or (ii) an offering of equity of a Mortgage Business Entity subsequent

to a Mortgage Business Capital Raise of such entity, or (B) such withdrawal or decrease in rating occurs within fifteen (15) days

following the consummation of or expected or announced consummation of any of the events described in clause (i) and (ii) above.

“MSR” means (i) mortgage

servicing rights (including master servicing rights) entitling the holder to service mortgage loans, (ii) “Rights to MSRs”

as described in the Company’s financial statements, or (iii) “excess” interests in mortgage servicing rights (including

master servicing rights).

“MSR Facility” means any financing

arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements,

note issuance facilities and commercial paper facilities, with a financial institution or other lender or purchaser in any case exclusively

to finance or refinance the purchase, investment in, pooling or funding by the Company or a Subsidiary of the Company of MSRs invested

in, purchased, or owned by the Company or any Subsidiary of the Company in the ordinary course of business or otherwise secured by MSR

cashflow.

“Net Cash Proceeds,” with respect

to any issuance or sale of Capital Stock or incurrence of Indebtedness, means the cash proceeds of such issuance, sale or incurrence,

as the case may be, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts

and commissions and brokerage, consultant and other fees and expenses incurred in connection with such issuance, sale or incurrence,

as the case may be, and net of taxes paid or payable as a result thereof.

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“Net Short” means, with respect

to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds

the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination

or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined

in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Company or any Guarantor immediately prior to such

date of determination.

“Non-Funding Indebtedness”

means Indebtedness other than Permitted Funding Indebtedness.

“Non-Guarantor Subsidiary”

means any Subsidiary of the Company that is not a Guarantor of the Notes.

“Non-Recourse Indebtedness”

means any Indebtedness of the Company or any of its Subsidiaries:

(1)           that

is advanced to finance the acquisition (including from the Company or a Subsidiary of the Company) of Securitization Assets or other

assets and secured only by the assets to which such Indebtedness relates (or by a pledge of equity in the Securitization Entity or Subsidiary

of the Company owning such assets) without recourse to the Company or any of its Subsidiaries (excluding any such Subsidiary that is

a Securitization Entity or that owns no significant assets (as determined in good faith by the Company) other than its interest in a

Securitization Entity and, in each case, is a borrower, guarantor, pledgor or other obligor of such Indebtedness) (other than recourse

pursuant to Standard Recourse Undertakings, unless, until and for so long as (but solely for purposes of clause (4) of the first

paragraph of Section 6.01) a claim for payment has been made under any such Standard Recourse Undertakings (which has not been satisfied

or waived) at which time the obligations with respect to any such Standard Recourse Undertakings shall (solely for purposes of clause

(4) of the first paragraph of Section 6.01) not be considered Non-Recourse Indebtedness to the extent, and only to the extent,

that such claim is a claim for the payment of Indebtedness for borrowed money of the Company or any Subsidiary of the Company and is

also a liability (for GAAP purposes) of the Company or such Subsidiary, as applicable (excluding any such Subsidiary that is a Securitization

Entity or that owns no significant assets (as determined in good faith by the Company) other than its interest in a Securitization Entity

and, in each case, is a borrower, guarantor, pledgor or other obligor of such Indebtedness));

(2)           that

is advanced to any Subsidiaries or group of Subsidiaries of the Company formed for the sole purpose of acquiring or holding Securitization

Assets or other assets (directly or indirectly) against which a loan is obtained or other Indebtedness is issued without recourse to,

and with no cross-collateralization against, any other assets of the Company or any of its Subsidiaries (excluding any such Subsidiary

that is a Securitization Entity or that owns no significant assets (as determined in good faith by the Company) other than its interest

in a Securitization Entity and, in each case, is a borrower, guarantor, pledgor or other obligor of such Indebtedness) (other than recourse