onit-20240930

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For avoidance of doubt, for purposes of this Agreement, (i) the Company, on the one hand, and SHAP, the Waterfall Funds and their respective Affiliates, on the other hand, shall not be considered Affiliates and (ii) any fund, entity or account (or portion of any of the foregoing) managed, advised or sub-advised, directly or indirectly, by any Holder or any of its Affiliates shall be considered an Affiliate of such Holder (as the case may be).

Section 1.02 Registrable Securities. Any Registrable Security shall cease to be a Registrable Security at the earliest of the following: (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the SEC and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; or (b) when such Registrable Security has been sold or disposed of (excluding transfers or assignments by a Holder to an Affiliate) pursuant to Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) under circumstances in which all of the applicable conditions of Rule 144 or any such successor or similar provision (as then in effect ) are met and the transferee receives Preferred Shares that are not “restricted securities” under the Securities Act.

(a) Shelf Registration. The Company shall prepare and file with the SEC a Shelf Registration Statement registering the public resale of all Registrable Securities on the terms and conditions specified in this Section 2.01 (a “Registration Statement”) and shall use its commercially reasonable efforts to cause such Registration Statement to become effective or be declared effective by the SEC within 180 days of the date of this Agreement (the date the Registration Statement becomes or is declared effective, the “Effective Date”). The Registration Statement filed with the SEC pursuant to this Section 2.01(a) shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Registration Statement to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Registration Statement.

Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities proposed to be registered under such Registration Statement due to limitations on the use of Rule 415 under the Securities Act for the resale of the Registrable Securities held by any Holder or otherwise, such Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the SEC. In such event, the number of Registrable Securities to be registered for each Selling Holder named in the Registration Statement shall be reduced pro rata among all such Selling Holders on the basis of the number of Registrable Securities held by each such Selling Holder or in such other manner as such Selling Holders may agree. In the event the SEC informs the Company that all of such Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on the Registration Statement, the Company agrees to promptly inform the Selling Holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale such shares as a secondary offering. In accordance with the foregoing, the Company will use its reasonable best efforts to make inquiries and communicate with the SEC, including following the consummation of a disposition of any registered Registrable Securities, in order to register all such Registrable Securities of the Selling Holders as soon as the SEC no longer prevents the Company from including such Registrable Securities proposed to be registered under such Registration Statement.

A Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Selling Holders, including by way of an Underwritten Offering, if such an election has been made pursuant to Section 2.03 of this Agreement, and by way of Alternative Transactions. During the Effectiveness Period, the Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01(a) to remain effective, and to be supplemented and amended to the extent necessary (including post-effective amendments) to ensure that such Registration Statement is available or, if not available, that another registration statement is available for the resale of the Registrable Securities until the date on which all Registrable Securities have ceased to be Registrable Securities. Within two Business Days of the Effective Date of a Registration Statement, the Company shall notify the Selling Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all

applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). If the Managing Underwriter of any proposed Underwritten Offering of Registrable Securities determines in good faith that the inclusion of all of the Selling Holders’ Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities offered or the market for the Registrable Securities (such number, the “Underwritten Offering Maximum Offering Size”), then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter advises the Company and the Holders in its good faith opinion can be sold without having such adverse effect, with such number to be allocated among such Selling Holders pro rata on the basis of the number of Registrable Securities held by each such Selling Holder or in such other manner as such Selling Holders may agree.

(b) Listing Rights. Within 45 days of receipt of a Listing Request, the Company will use commercially reasonable efforts to have the Preferred Shares listed on the NYSE, provided that, notwithstanding the foregoing, the Company shall not be required to effect such listing prior to the Effective Date of the Registration Statement. Any such Listing Request shall include such information regarding the Holders, the number of Holders, the market value or expected market value of the Preferred Shares and the proposed distribution of the Registrable Securities and any other information as shall be necessary to satisfy the Listing Requirements of the NYSE or indicate that such Listing Requirements will be satisfied following the consummation of a pending Underwritten Offering. The Company may require the Selling Holders to furnish in writing to the Company such information regarding such Holders and the proposed distribution of Registrable Securities by such Holders as required to satisfy the Listing Requirements of the Preferred Shares and to effect the listing of the Preferred Shares on the NYSE and each Selling Holder agrees to furnish promptly to the Company all such information upon request.

Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to (i) all Holders whose Registrable Securities are to be included in a Registration Statement, delay the filing or effectiveness of a Registration Statement required under Section 2.01(a), or (ii) any Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Holder shall discontinue sales of Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) following the effectiveness of such Registration Statement or other registration statement if the Company (x) is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, in no event, during any rolling twelve-month period, shall the filing or effectiveness of such Registration Statement be delayed, or such Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement or other registration statement on more than two occasions, for more than 90 calendar days in any one instance, or for more than an aggregate of 120 calendar days. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any event within two Business Days of

In the event that any Holder or group of Holders (the “Electing Holders”) elect to sell their Registrable Securities in an Underwritten Offering which is expected to yield gross proceeds of at least $10.0 million, the Company shall, upon request by the Electing Holders (such request, an “Underwritten Offering Notice”), retain underwriters to permit the Electing Holders to effect such sale through an Underwritten Offering; provided, however, that each Holder, together with its Affiliates, shall have the option and right to require the Company to effect not more than two Underwritten Offerings. Notwithstanding the foregoing, an Underwritten Offering shall not be deemed to have occurred if the Underwritten Offering Maximum Offering Size is reduced in accordance with Section 2.01(a) such that less than fifty percent (50%) of the Registrable Securities of the Electing Holders sought to be included in such registration are included. Upon delivery of such Underwritten Offering Notice to the Company, the Company shall as soon as practicable (but in no event later than five Business Days following the date of delivery of the Underwritten Offering Notice to the Company) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have five Business Days from the date that such notice is given to them to notify the Company in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. Any Holders notified about an Underwritten Offering by the Company after the Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $10.0 million of Registrable Securities required under this Section 2.03 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Holders of a majority of the Registrable Securities being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Company, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law, or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 2.08. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Company, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the Business Day prior to the time of pricing of such Underwritten Offering. No such withdrawal or

abandonment shall affect the Company’s obligation to pay Shared Registration Expenses pursuant to Section 2.07; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Company to exercise its rights to suspend the use of a Registration Statement as described in Section 2.02, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Shared Registration Expenses incurred by the Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

(c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing a Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;

(f) immediately notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by such Selling Holder under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(h) in the case of an Underwritten Offering (or an Alternative Transaction, to the extent customary for such Alternative Transaction), furnish, or use its reasonable best efforts to cause to be furnished, to the underwriters (or the Alternative Transaction Counterparties, as the case may be) upon request, (i) an opinion of counsel for the Company dated the date of the closing under the agreement governing such sale and (ii) a “comfort” letter, dated the pricing date of the relevant transaction and a letter of like kind dated the date of the closing under the agreement governing such sale, in each case, signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as would be customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters (or Alternative Transaction Counterparties, as the case may be) in transactions of the type contemplated by such Underwritten Offering or Alternative Transaction (as the case may be) and such other matters as such underwriters and Selling Holders may reasonably request;

(l) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of Registrable Securities (including, making appropriate officers of the Company available to participate in any “road show” presentations before analysts, and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities)), provided, however, that in the event the Company, using reasonable best efforts, is unable to make such appropriate officers of the Company available to participate in connection with any “road show” presentations and other customary marketing activities (whether in person or otherwise), the Company shall make such appropriate officers available to participate via conference call or other means of communication in connection with no more than one “road show” presentation per Underwritten Offering or Alternative Transaction;

(o) in connection with any sale or transfer of Registrable Shares (whether or not pursuant to a Registration Statement) that will result in the securities being sold or transferred no longer being Registrable Shares, cooperate with the Selling Holders and the representative(s) of the underwriters, if any, to (i) facilitate the timely, (A) in the case of Registrable Shares held through a depositary, transfer of such equivalent Registrable Shares with an unrestricted CUSIP, or (B) in the case of certificated Registrable Shares, preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any restrictive transfer legends, and (ii) enable such Registrable Shares to be in such denominations and registered in such names as the Selling Holders and the representative(s) of the underwriters, if any, may request at least three Business Days prior to any sale of the Registrable Shares.

Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in Section 2.04(f), shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(f) or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder shall, or shall request the Managing Underwriter, if any, to deliver to the Company (at the Company’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Each Holder of Registrable Securities that participates in an Underwritten Offering, upon the request of the underwriters in such offering, will enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the SEC with respect to the pricing of any Underwritten Offering (or such shorter period specified by the Managing Underwriter for such Underwritten Offering), provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

(a) Expenses. All Registration Expenses, other than Shared Registration Expenses, shall be paid soley by the Company. All Shared Registration Expenses, regardless of whether any sale is made in the Underwritten Offering or Alternative Transaction, shall be borne one-half by the Company and one-half by the Selling Holders (pro rata based upon each Selling Holder’s respective portion of Registrable Securities offered). Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. Each Selling Holder’s pro rata allocation of Shared Registration Expenses or Selling Expenses shall be the percentage derived by dividing (i) the number of Registrable Securities sold by such Selling Holder in connection with such sale by (ii) the aggregate number of Registrable Securities sold by all Selling Holders in connection with such sale. In addition, the Company shall not be responsible for the legal fees incurred by Holders in connection with the exercise of such Holders’ right hereunder.

(b) Certain Definitions. “Registration Expenses” means all expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01(a) and the disposition of such Registrable Securities, including, without limitation, all registration, filing, NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, Inc., fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes, the fees and disbursements of counsel for the Company and independent public accountants for the Company, provided, however, that such Registration Expenses shall exclude (i) Selling Expenses and (ii) the Registration Expenses of an Underwritten Offering (or Alternative Transaction). “Shared Registration Expenses” means the Registration Expenses of an Underwritten Offering or Alternative Transaction, plus the expenses of any special audits or “comfort” letters required by or incident to such Underwritten Offering or Alternative Transaction, and the fees and disbursements of counsel for the Selling Holders. “Selling Expenses” means all underwriting discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities and fees and disbursements of counsel to the Selling Holders.

(a) By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which includes documents incorporated by reference in) such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and shall reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in such Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.08. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party and the indemnified party shall have mutually agreed in writing to the contrary, (ii) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (iii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, and does not contain any admission of wrongdoing by, the indemnified party.

(d) Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and


Florida		65-0039856
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1661 Worthington Road, Suite 100		33409
West Palm Beach,	Florida
(Address of principal executive office)		(Zip Code)


Title of each class	Trading Symbol(s)*	Name of each exchange on which registered
Common Stock, $0.01 Par Value	ONIT	New York Stock Exchange


		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Unaudited Consolidated Financial Statements	5

	Consolidated Balance Sheets at September 30, 2024 and December 31, 2023	5

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	6

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	7

	Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2024 and 2023	8

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	10

	Notes to Unaudited Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	94

Item 4.	Controls and Procedures	97

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	98

Item 1A.	Risk Factors	98

Item 6.	Exhibits	98

Signatures		99


	September 30, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	201.6	$	201.6
Restricted cash ($30.9 and $24.2 related to variable interest entities (VIEs))	78.5		53.5
Mortgage servicing rights (MSRs), at fair value	2,223.6		2,272.2
Advances, net ($438.6 and $573.0 related to VIEs)	522.7		678.8
Loans held for sale ($1,195.5 and $674.2 carried at fair value) ($595.2 and $269.6 related to VIEs)	1,197.7		677.3
Loans held for investment, at fair value ($5.2 and $5.6 related to VIEs)	8,331.5		7,975.5
Receivables, net ($46.6 and $19.9 related to VIEs)	172.2		154.8





Investment in equity method investee	30.6		37.8
Premises and equipment, net	11.7		13.1
Other assets ($10.4 and $22.0 carried at fair value) ($44.1 and $18.6 related to VIEs)	95.8		106.2
Contingent loan repurchase asset	360.9		343.0

Total assets	$	13,226.7	$	12,513.7

Liabilities and Stockholder’s Equity
Liabilities
Home Equity Conversion Mortgage-Backed Securities (HMBS) related borrowings, at fair value	$	8,132.5	$	7,797.3
Other financing liabilities, at fair value ($327.5 and $409.2 due to related party) ($5.2 and $5.6 related to VIEs)	826.2		900.0
Advance match funded liabilities ($376.6 and $498.9 related to VIEs)	377.2		499.7
Mortgage loan financing facilities, net ($518.7 and $143.4 related to VIEs)	1,355.9		710.6
MSR financing facilities, net	804.8		916.2

Senior notes, net ($248.2 and $239.7 due to related parties)	535.1		595.8

Other liabilities ($14.1 and $7.2 carried at fair value)	366.0		349.3
Contingent loan repurchase liability	360.9		343.0

Total liabilities	12,758.5		12,111.9

Commitments and Contingencies (Notes 20 and 21)

Stockholders’ Equity

Common stock, $.01 par value; 13,333,333 shares authorized; 7,868,458 and 7,684,401 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	0.1		0.1

Additional paid-in capital	557.4		554.5
Accumulated deficit	(89.6)		(151.6)
Accumulated other comprehensive income (loss), net of income taxes	0.2		(1.2)


Total stockholders’ equity	468.2		401.8
Total liabilities and stockholders’ equity	$	13,226.7	$	12,513.7


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue
Servicing and subservicing fees	$	211.1	$	237.8	$	626.5	$	707.5
Gain (loss) on reverse loans held for investment and HMBS-related borrowings, net	18.0		(0.4)		41.9		21.5
Gain on loans held for sale, net	25.8		8.2		53.2		36.3

Other revenue, net	10.8		10.0		29.6		24.0
Total revenue	265.7		255.5		751.2		789.4

MSR valuation adjustments, net	(31.5)		(16.4)		(75.8)		(134.2)

Operating expenses
Compensation and benefits	59.5		55.7		168.1		171.4
Servicing and origination	11.1		15.5		40.0		48.8
Technology and communications	13.2		13.1		38.9		39.5
Professional services	17.3		13.5		40.1		9.9
Occupancy, equipment and mailing	7.9		7.7		23.1		24.2


Other expenses	3.4		4.6		10.6		14.7
Total operating expenses	112.4		110.0		320.8		308.4

Other income (expense)
Interest income	24.5		25.9		64.5		60.2
Interest expense ($11.5, $11.0, $34.1 and $32.6 on amounts due to related parties)	(74.2)		(74.3)		(214.6)		(204.8)
Pledged MSR liability expense ($11.4, $14.5, $42.1 and $41.8 on amounts due to related party)	(42.3)		(76.5)		(133.3)		(219.8)
Earnings of equity method investee	0.8		2.8		6.7		5.9
Gain on extinguishment of debt	0.3		1.2		1.8		1.2


Other, net	(3.3)		1.3		(6.7)		(1.9)
Other income (expense), net	(94.1)		(119.7)		(281.7)		(359.2)

Income (loss) before income taxes	27.6		9.5		72.9		(12.5)
Income tax expense	6.3		1.0		10.9		3.8
Net income (loss)	$	21.4	$	8.5	$	62.0	(16.2)



Earnings (loss) per share
Basic	$	2.72	$	1.10	$	7.95	$	(2.13)
Diluted	$	2.65	$	1.05	$	7.74	$	(2.13)

Weighted average common shares outstanding
Basic	7,860,572		7,677,008		7,797,974		7,621,569
Diluted	8,055,393		8,060,078		8,006,981		7,621,569


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from: ____________________ to ____________________


	Common Stock			Additional Paid-in Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Income (Loss), Net of Income Taxes		Total
	Shares	Amount

Balance at June 30, 2024	7,845,055	$	0.1	$	556.9	$	(111.0)	$	0.2	$	446.2
Net income	—	—		—		21.4		—		21.4







Equity-based compensation and other	23,403	—		0.5		—		—		0.5
Other comprehensive income, net of income taxes	—	—		—		—		0.1		0.1
Balance at September 30, 2024	7,868,458	$	0.1	$	557.4	$	(89.6)	$	0.2	$	468.2

Balance at June 30, 2023	7,677,008	$	0.1	$	548.7	$	(112.6)	$	(2.4)	$	433.8
Net income	—	—		—		8.5		—		8.5








Equity-based compensation and other	—	—		2.9		—		—		2.8

Balance at September 30, 2023	7,677,008	$	0.1	$	551.6	$	(104.2)	$	(2.4)	$	445.1


	September 30, 2024		September 30, 2023
Cash and cash equivalents	$	201.6	$	194.0
Restricted cash and equivalents:
Debt service accounts	35.8		29.7
Other restricted cash	42.7		42.2
Total cash, cash equivalents and restricted cash reported in the statements of cash flows	$	280.1	$	265.9


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Proceeds received from securitizations	$	4,712.9	$	4,619.0	$	11,521.0	$	9,233.9
Servicing fees collected (1)	35.5		31.0		114.0		86.2
Purchases of previously transferred assets, net of claims reimbursed	(1.4)		(4.0)		(7.6)		(11.1)
	$	4,747.1	$	4,646.0	$	11,627.4	$	9,309.0


	September 30, 2024		December 31, 2023
Carrying value of assets
MSRs, at fair value	$	624.1	$	636.5
Advances	83.3		99.0
UPB of loans transferred (1)	45,658.4		46,810.1
Maximum exposure to loss (2)	$	46,365.8	$	47,545.6


	September 30, 2024		December 31, 2023
Mortgage loans (Loans held for sale)	$	395.2	$	119.5
Receivables, net	46.6		19.9
REO (Other assets)	40.5		12.5
Debt service and Interest reserve accounts (Restricted cash)	17.9		6.8


Total assets	$	500.1	$	158.6

Outstanding borrowings (Mortgage loan financing facilities, net)	559.8		164.4
Unamortized discount and debt issuance costs (Mortgage loan financing facilities, net)	(41.1)		(21.0)
Accrued expenses and Accrued interest (Other liabilities)	2.2		0.5
Total liabilities	$	520.9	$	143.8


	September 30, 2024		December 31, 2023
Match funded advances (Advances, net)	$	438.6	$	573.0
Debt service accounts (Restricted cash)	11.3		15.7


Advance match funded liabilities	376.6		498.9


	September 30, 2024		December 31, 2023

MSRs pledged (MSRs, at fair value)	$	464.2	$	449.6
Debt service account (Restricted cash)	1.8		1.7

Outstanding borrowings (MSR financing facilities, net)	235.0		282.1
Unamortized debt issuance costs (MSR financing facilities, net)	(0.1)		(0.4)


		September 30, 2024				December 31, 2023
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets
Loans held for sale (a) (d) (e)	3, 2	$	1,197.7	$	1,197.7	$	677.3	$	677.3




Loans held for investment, at fair value (a) (f)	3	$	8,331.5	$	8,331.5	$	7,975.5	$	7,975.5




Advances, net (b)	3	$	522.7	$	522.7	$	678.8	$	678.8
Receivables, net (b)	3	$	172.2	$	172.2	$	154.8	$	154.8





Financial liabilities
Advance match funded liabilities (b)	3	$	377.2	$	377.2	$	499.7	$	499.7
Financing liabilities, at fair value:
HMBS-related borrowings (a)	3	$	8,132.5	$	8,132.5	$	7,797.3	$	7,797.3





Other financing liabilities (a)	3	826.2		826.2		900.0		900.0



Mortgage loan financing facilities (b) (c)	3	$	1,355.9	$	1,367.8	$	710.6	$	717.6
MSR financing facilities (b) (c)	3	$	804.8	$	793.4	$	916.2	$	900.3

Senior notes
PMC Senior secured notes due 2026 (b) (c)	2	$	286.9	$	289.5	$	356.1	$	326.0
Onity Senior secured notes due 2027 (b) (c)	3	248.2		267.4		239.7		230.5
Total Senior notes		$	535.1	$	556.9	$	595.8	$	556.5

Derivative financial instrument assets (liabilities), net
Interest rate lock commitments (IRLCs) (a)	3	$	5.2	$	5.2	$	5.6	$	5.6





Other derivatives (a)	1	(8.9)		(8.9)		9.1		9.1
Other commitments (a)	3	—		—		(0.1)		(0.1)

MSRs (a)	3	$	2,223.6	$	2,223.6	$	2,272.2	$	2,272.2


Note 1 - Organization and Basis of Presentation


Note 2 – Securitizations and Variable Interest Entities


Note 3 – Fair Value


Significant unobservable assumptions	September 30, 2024		December 31, 2023
Life in years
Range	0.5 to 7.9		0.8 to 7.9
Weighted average	5.3		5.2
Conditional prepayment rate (CPR), including voluntary and involuntary prepayments (a)
Range	11.3% to 31.7%		12.0% to 35.4%
Weighted average	16.9	%	17.2	%
Discount rate	4.7	%	4.9	%


	Loans Held for Sale - Fair Value		ESS Financing Liability		IRLCs
Three months ended September 30, 2024
Beginning balance	$	296.7	$	(250.5)	$	4.1

Purchases, issuances, sales and settlements
Purchases and other	211.7		—		—
Issuances (1)	—		—		33.5

Sales	(43.8)		—		—
Settlements (2)	(20.7)		6.9		—
Transfers from (to):

Loans held for investment, at fair value	1.0		—		—
Loans held for sale, at fair value (1)	—		—		(27.4)
REO (Other assets)	(8.2)		—		—
Receivables, net	(9.2)		—		—
Advances (capitalization upon Ginnie Mae modification)	2.1		—		—
Other	0.8		—		—

Net additions (disposition/derecognition)	133.8		6.9		6.2

Included in earnings:

Change in fair value (1)	16.0		0.3		(5.1)




Ending balance	$	446.5	$	(243.3)	$	5.2


Adverse change in fair value	10%		20%
Change in weighted average prepayment speeds (in percentage points)	0.8		1.7
Change in fair value due to change in weighted average prepayment speeds	$	(60.4)	$	(118.3)
Change in weighted average discount rate (in percentage points)	0.9		1.9
Change in fair value due to change in weighted average discount rate	$	(68.7)	$	(132.3)



	September 30, 2024		December 31, 2023












Unpaid principal balance	$	1,283.6	$	678.8
Premium (discount)	(89.5)		(2.4)
Unrealized gain (loss)	1.4		(2.2)
Total fair value	$	1,195.5	$	674.2


	September 30, 2024		December 31, 2023
GSE loans	$	630.7	$	219.3
Government- Forward loans	130.9		254.0
Forward loans repurchased from Ginnie Mae guaranteed securitization (1)	19.9		19.1
Reverse loans (2)	407.5		166.6
Other residential mortgage loans	6.6		15.2
Total	$	1,195.5	$	674.2


Gain (Loss) on Loans Held for Sale, Net	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

MSRs retained on transfers of forward mortgage loans	$	61.6	$	71.4	$	163.9	$	134.0

Gain (loss) on sale of mortgage loans (1)	(7.9)		(89.4)		(85.7)		(139.6)
Gain (loss) on sale of repurchased Ginnie Mae loans (1)	—		(0.5)		(1.0)		(0.5)
Change in fair value of loans held for sale	7.8		(4.1)		4.4		5.0
Gain on loans held for sale, at fair value	61.4		(22.5)		81.7		(1.0)
Gain (loss) on derivative instruments (Pipeline economic hedge)	(36.0)		34.1		(26.3)		38.9
Change in fair value of IRLCs	1.1		(2.7)		(0.4)		(0.2)
Provision for representation and warranty obligations	(0.8)		(0.7)		(1.7)		(1.3)



	$	25.8	$	8.2	$	53.2	$	36.3


	September 30, 2024		December 31, 2023
HECM loans - securitized, pledged to HMBS-related borrowings (1)	$	8,214.4	$	7,868.5
New HECM loan originations and HECM loan tails (2) - unsecuritized	111.9		101.5
Total fair value	$	8,326.3	$	7,970.0


	September 30, 2024		December 31, 2023
Principal and interest	$	166.1	$	212.5
Taxes and insurance	240.3		343.3
Foreclosures, bankruptcy, REO and other (1)	124.7		130.3
Total advances, before allowance for losses	531.1		686.1
Allowance for losses	(8.4)		(7.3)
Advances, net	$	522.7	$	678.8


	September 30, 2024		December 31, 2023
GSE	$	49.8	$	100.8
Ginnie Mae	54.3		60.2
Non-Agency	418.6		517.7
Advances, net	$	522.7	$	678.8


MSR UPB and Fair Value	September 30, 2024				December 31, 2023






	Fair Value		UPB ($ billions)		Fair Value		UPB ($ billions)
Owned MSRs	$	1,630.0	$	118.9	$	1,604.6	$	122.7

Rithm and others transferred MSRs (1)	256.2		18.7		244.8		18.1
MAV transferred MSRs (1)	337.4		21.9		422.8		28.8
Total transferred MSR, subject to Pledged MSR liability, at fair value (1)	593.6		40.6		667.6		46.9
Total MSRs	$	2,223.6	$	159.5	$	2,272.2	$	169.7


	September 30, 2024								December 31, 2023
Delinquent loans	GSE		GNMA		Non - Agency		Total		GSE		GNMA		Non - Agency		Total


30 days	1.1	%	5.3	%	8.2	%	3.2	%	1.2	%	6.1	%	9.4	%	3.7	%
60 days	0.3		2.0		3.5		1.2		0.2		2.0		3.6		1.2
90 days or more	0.5		4.2		6.9		2.4		0.5		3.7		8.2		2.6
Total 30-60-90 days or more	1.9	%	11.5	%	18.6	%	6.9	%	1.9	%	11.8	%	21.2	%	7.5	%


Mortgage Servicing Rights – At Fair Value	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Beginning balance	$	2,327.7	$	2,675.7	$	2,272.2	$	2,665.2
Sales	(108.8)		—		(209.7)		—
Additions:
Recognized on the sale of residential mortgage loans	61.6		71.4		163.9		134.0
Purchases of MSRs	53.4		35.7		115.3		79.8
Servicing transfers and adjustments (1)	(0.1)		—		(87.1)		(32.6)
Net additions (sales)	6.1		107.1		(17.6)		181.2
Changes in fair value recognized in earnings:
Changes in valuation inputs or assumptions	(53.0)		137.7		141.4		190.9
Realization of cash flows	(57.3)		(60.7)		(172.5)		(177.5)
Fair value gains (losses) recognized in earnings	(110.3)		77.0		(31.1)		13.4

Ending balance	$	2,223.6	$	2,859.8	$	2,223.6	$	2,859.8


Servicing Revenue	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Loan servicing and subservicing fees
Servicing fee	$	91.9	$	82.0	$	274.0	$	261.4
Subservicing fee (4)	26.7		17.4		81.0		55.4
MAV Subservicing fee	2.2		2.0		6.1		5.8
MAV Servicing fee / Transferred MSR (1)	14.1		17.2		49.9		49.1
Rithm and Others Servicing fee / Transferred MSR (1) (3)	19.1		62.1		56.9		180.9
	154.0		180.7		467.9		552.6
Ancillary income
Custodial accounts (float earnings)	35.4		31.5		94.5		77.9
Late charges	8.8		9.8		25.5		28.8
Reverse subservicing ancillary fees	5.2		8.1		18.1		26.1
Other	7.7		7.6		20.6		22.1






	57.1		57.1		158.6		155.0
Total Servicing and subservicing fees	$	211.1	$	237.8	$	626.5	$	707.5


Owned MSR and Subservicing	$	173.5	$	152.8	$	507.6	$	461.5
Transferred MSR (1) (2)	37.6		85.0		118.9		246.1


			Outstanding Balance
Borrowing Type	Collateral	Maturity	September 30, 2024		December 31, 2023
MSR transfers not qualifying for sale accounting (1):
Pledged MSR liability, at fair value - MAV	MSRs	(1)	$	327.5	$	409.2
Rights to MSRs Agreements, at fair value - Rithm	MSRs	(1)	116.8		121.0
Pledged MSR liability, at fair value - Others	MSRs	(1)	133.3		115.3
Total Pledged MSR liability, at fair value			577.7		645.5
Financing liability - Owed to securitization investors, at fair value: Residential Asset Securitization Trust 2003-A11 (RAST 2003-A11) (2)	Loans held for investment	November 2033	5.2		5.6
ESS financing liability, at fair value (3)	MSRs (3)	(3)	243.3		248.9
Total Other financing liabilities, at fair value			$	826.2	$	900.0


	Three Months Ended September 30,		Nine Months Ended September 30,

Pledged MSR Liability	2024			2023		2024		2023
Beginning balance	$	590.0		$	1,009.5	$	645.5	$	931.7

MSR transfers
MSR transfers to MAV	—			80.8		—		81.0

MSR transfers to others	5.0			0.9		17.7		98.5
Total MSR transfers	5.0			81.7		17.7		179.5




Derecognition of financing liability (2)	(0.1)			—		(85.7)		(32.5)

Fair value (gain) loss
Changes in fair value due to inputs and assumptions	(7.1)			45.5		33.3		88.2


Realization of expected cash flows	(10.2)			(17.6)		(33.1)		(47.8)
Total fair value (gain) loss	(17.2)			27.9		0.2		40.5
Ending balance (1)	$	577.7		$	1,119.1	$	577.7	$	1,119.1


	September 30, 2024		December 31, 2023
Servicing-related receivables:
Government-insured loan claims - Reverse	$	63.2	$	64.5
Government-insured loan claims - Forward	34.2		43.6



Due from custodial accounts	20.1		13.8
Receivable from sale of MSRs (holdback)	16.9		5.1
Subservicing fees and reimbursable expenses	15.7		14.3


Subservicing fees, reimbursable expenses and other - Due from MAV	2.2		3.4
Other	6.5		4.5
	158.8		149.2
Income taxes receivable (1)	28.2		27.1

Other receivables	4.9		3.6
	191.9		179.9
Allowance for losses	(19.7)		(25.1)
	$	172.2	$	154.8


Note 11 - Investment in Equity Method Investee and Related Party Transactions


	September 30, 2024		December 31, 2023

REO	$	44.4	$	18.3
Prepaid expenses (including prepaid lender fees)	22.9		34.3
Derivatives, at fair value	10.1		21.6

Prepaid representation, warranty and indemnification claims - Agency MSR sale	5.0		5.0
Intangible assets, net (net of accumulated amortization of $12.4 million and $10.1 million)	4.0		6.2
Deferred tax asset, net	3.4		3.1
Derivative margin deposit	1.8		12.8





Other	4.2		5.0
	$	95.8	$	106.2


Advance Match Funded Liabilities		Available Borrowing Capacity						Outstanding Balance
Borrowing Type	Expected Repayment Date (1)	Uncommitted			Committed			September 30, 2024		December 31, 2023
$500 million Ocwen Master Advance Receivables Trust (OMART) - Advance Receivables Backed Notes - Series 2015-Variable Funding (VF) 5 (2)	August 2025	$	50.0		$	117.2		$	332.8	$	409.8
$200 million Ocwen GSE Advance Funding (OGAF) - Advance Receivables Backed Notes, Series 2015-VF1 (2)	August 2025	—			156.2			43.8		89.1
$14.4 million EBO Advance facility (3)	May 2026	13.8			—			0.6		0.9
Total Advance match funded liabilities		$	63.8		$	273.4		$	377.2	$	499.7

Weighted average interest rate (4)		7.85		%	8.07		%


Mortgage Loan Financing Facilities			Available Borrowing Capacity					Outstanding Balance
Borrowing Type	Collateral	Maturity		Uncommitted		Committed (1)			September 30, 2024		December 31, 2023
Financing Agreements
$175 million Master repurchase agreement (2)	Loans held for sale (LHFS), Receivables and REO	November 2024		$	125.0	$	45.6		$	4.4	$	15.7
$40 million Mortgage warehouse agreement (3)	LHFI	December 2024		—		40.0			—		—
$500 million Master repurchase agreement (4)	LHFS and LHFI	January 2025		240.0		—			260.0		168.4
$205 million Mortgage warehouse agreement (5)	LHFS and LHFI	May 2025		65.8		—			139.2		71.1
Master repurchase agreement (6)	LHFS	September 2025		—		1.0			—		—
$500 million Participation agreement (7)	LHFS	September 2025		355.5		—			144.5		83.9
$250 million Master repurchase agreement (8)	LHFS, LHFI and Receivables	September 2025		—		190.2			59.8		64.2
$40 million Loan and security agreement (9)	LHFI	September 2025		—		28.6			11.4		—

Securities Master repurchase agreement (10)	Reverse LHFS, Receivables and REO	N/A		3.5		—			6.0		—
$350 million Mortgage warehouse agreement (11)	LHFS	N/A		350.0		—			—		—


MSR Financing Facilities				Available Borrowing Capacity						Outstanding Balance
Borrowing Type	Collateral	Maturity			Uncommitted			Committed (1)			September 30, 2024		December 31, 2023
$500 million GSE MSR financing facility (2)	MSRs	September 2025			$	—		$	293.7		$	206.3	$	242.9
$300 million Ginnie Mae MSR financing facility (3)	MSRs, Advances	February 2025			163.5			—			136.5		212.5
Ocwen Excess Spread-Collateralized Notes, Series 2022-PLS1 (4)	MSRs	February 2025			—			—			28.8		39.2
2022-PLS1 Notes Issuer Membership Interest Master repurchase agreement (5)	MSRs	February 2025			—			—			34.0		—
$400 million GSE MSR financing facility (6)	MSRs	December 2025			—			24.8			375.2		393.9
Secured Notes, Ocwen Asset Servicing Income Series Notes, Series 2014-1	MSRs	February 2028			—			—			24.3		28.1



Total MSR financing facilities		$	163.5		$	318.5		805.0			916.6

Unamortized debt issuance costs - PLS facilities (7)							(0.3)			(0.4)
Total MSR financing facilities, net								$	804.8		$	916.2

Weighted average interest rate (8)							7.86%			8.18%